TY 2014 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private
foundations)

Do not enter social security numbers on this form as it may be made public.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

A For the 2014 calendar year, or tax year beginning 04-01-2014 , and ending 03-31-2015

BCheck if applicable: Address change Name change Initial return Final return/terminated Amended return Application pending

CName of organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Doing business as
FORT WORTH STOCK SHOW & RODEO

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 150

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
FORT WORTH, TX76101

D Employer identification number

75-0575065

E Telephone number

G Gross receipts $ 24,165,936

F Name and address of principal officer:
BRADFORD S BARNES
PO BOX 150
FORT WORTH,TX76101

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.FWSSR.COM

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1948

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: THE CORPORATION IS ORGANIZED AND IS TO BE OPERATED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC AND EDUCATIONAL PURPOSES. THE CORPORATION IS ORGANIZED TO HOLD AGRICULTURAL FAIRS AND ENCOURAGE AGRICULTURAL PURSUITS. PARTICULARLY, THE CORPORATION IS ORGANIZED AND OPERATED TO ENCOURAGE AND PROMOTE THE BREEDING, RAISING AND MARKETING OF BETTER CATTLE, SWINE, SHEEP, HORSES, MULES, POULTRY AND OTHER LIVESTOCK AND FARM PRODUCTS BY THE EXHIBITION OF SAID STOCK AND FARM PRODUCTS AT PUBLIC FAIRS, AND MAY PROMOTE AND MAINTAIN RESEARCH AND EDUCATIONAL ENDEAVORS IN CONNECTION WITH THE LIVESTOCK INDUSTRY. THE CORPORATION IS ADDITIONALLY FORMED TO ENCOURAGE, INSTRUCT, AND PROMOTE THE EDUCATION OF YOUTHS IN FORT WORTH, TARRANT COUNTY, TEXAS, AND ITS SURROUNDING AREAS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	150
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	143
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	931
6	Total number of volunteers (estimate if necessary) .............	6	920
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	575,060	633,939
9	Program service revenue (Part VIII, line 2g) .........	17,022,397	18,572,660
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	692,597	821,137
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	15,659	-205
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	18,305,713	20,027,531
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	590,118	7,259,815
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	2,751,738	2,839,707
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	13,508,768	14,637,184
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	16,850,624	24,736,706
19	Revenue less expenses. Subtract line 18 from line 12.......	1,455,089	-4,709,175
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	25,779,546	25,901,267
21	Total liabilities (Part X, line 26).............	2,141,661	7,355,085
22	Net assets or fund balances. Subtract line 21 from line 20.....	23,637,885	18,546,182

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ..........YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2014)

Form 990 (2014)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: THE CORPORATION IS ORGANIZED AND IS TO BE OPERATED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC AND EDUCATIONAL PURPOSES. THE CORPORATION IS ORGANIZED TO HOLD AGRICULTURAL FAIRS AND ENCOURAGE AGRICULTURAL PURSUITS. PARTICULARLY, THE CORPORATION IS ORGANIZED AND OPERATED TO ENCOURAGE AND PROMOTE THE BREEDING, RAISING AND MARKETING OF BETTER CATTLE, SWINE, SHEEP, HORSES, MULES, POULTRY AND OTHER LIVESTOCK AND FARM PRODUCTS BY THE EXHIBITION OF SAID STOCK AND FARM PRODUCTS AT PUBLIC FAIRS, AND MAY PROMOTE AND MAINTAIN RESEARCH AND EDUCATIONAL ENDEAVORS IN CONNECTION WITH THE LIVESTOCK INDUSTRY. THE CORPORATION IS ADDITIONALLY FORMED TO ENCOURAGE, INSTRUCT, AND PROMOTE THE EDUCATION OF YOUTHS IN FORT WORTH, TARRANT COUNTY, TEXAS, AND ITS SURROUNDING AREAS.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 16,943,308 including grants of $ ) (Revenue $ 18,572,455 )
	EXHIBITION OF LIVESTOCK AND FARM PRODUCTS TO THE PUBLIC IN ORDER TO ENCOURAGE AND PROMOTE THE BREEDING, RAISING AND MARKETING OF BETTER CATTLE AND AGRICULTURAL PRODUCTS. EACH YEAR THE STOCK SHOW ORGANIZES AND ADMINISTRATES A WORLD CLASS STOCK SHOW EVENT COMPOSED OF VARIOUS PUBLIC COMPETITIONS, EXHIBITIONS AND ENTERTAINMENT SUCH THAT THE EVENT ENHANCES INTEREST AND ENCOURAGES PARTICIPATION IN THE LIVESTOCK AND AGRI-BUSINESS FIELD BY RECOGNIZING AND REWARDING OUTSTANDING ACHIEVEMENT IN THEM. THE EVENT ATTRACTS AS MANY VISITORS AS POSSIBLE FROM THROUGHOUT THE STATE, ACROSS THE NATION AND AROUND THE WORLD TO FORT WORTH, THE CITY OF THIS STOCK SHOW'S HISTORIC ORIGIN IN 1896. IN 2015, THE STOCK SHOW ATTENDANCE WAS OVER 1.2 MILLION PEOPLE.

4b	(Code: ) (Expenses $ 6,520,915 including grants of $ 6,520,915 ) (Revenue $ )
	IMPROVING AND ASSISTING THE CITY OF FORT WORTH WITH THE WILL ROGERS MEMORIAL CENTER, THE PHYSICAL FACILITIES IN WHICH THE ANNUAL STOCK SHOW EVENTS AND ITS VARIOUS ACTIVITIES ARE HELD AND WHICH ARE OTHERWISE USED FOR EQUESTRIAN AND LIVESTOCK EVENTS THROUGHOUT THE BALANCE OF THE YEAR THIS ASSISTANCE IS TO ENSURE THE FACILITIES CONTINUE TO SERVE THE NEEDS OF THE PEOPLE AND THE ORGANIZATIONS USING THEM, AND TO PRESERVE THEIR ECONOMIC IMPACT VALUE AS A MAJOR ASSET FOR THE CITY OF FORT WORTH.

4c	(Code: ) (Expenses $ 738,900 including grants of $ 738,900 ) (Revenue $ )
	IN SUPPORT OF OUR MISSION, THE SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW IS COMMITTED TO ADVANCING THE EDUCATION OF ADULTS AND YOUTH ALIKE BY PROVIDING LEARNING OPPORTUNITIES AND PROVIDING SCHOLARSHIP OPPORTUNITIES FOR THE YOUTH OF TEXAS. IN ADDITION TO PROVIDING EDUCATIONAL GRANTS AND CONTRIBUTIONS TO VARIOUS CHARITABLE ORGANIZATIONS, THE STOCK SHOW MAINTAINS A VARIETY OF SCHOLARSHIP PROGRAMS THROUGH VARIOUS STOCK SHOW DEPARTMENTS. EACH DEPARTMENT IS RESPONSIBLE FOR RAISING THEIR SCHOLARSHIP FUNDS EACH YEAR AND THE SCHOLARSHIPS ARE AWARDED BY THE VARIOUS DEPARTMENT SUPERINTENDANTS BASED ON DEPARTMENT SPECIFIC GOALS. THE SCHOLARSHIPS ARE PAID OUT BY THE STOCK SHOW DIRECTLY TO THE COLLEGE OR UNIVERSITY, ON A SEMESTER BASIS, IN AMOUNTS RANGING FROM $500 TO $2,000 PER SEMESTER (BASED ON TOTAL AMOUNT AWARDED AND EIGHT SEMESTERS OF COLLEGE) ONCE ENROLLMENT HAS BEEN VERIFIED EACH SEMESTER BY THE COLLEGE OR UNIVERSITY OF THE RECIPIENT'S CHOICE. IN ADDITION TO THE STOCK SHOW SCHOLARSHIP PROGRAMS, THE STOCK SHOW SUPPORTS SEVERAL ORGANIZATIONS AND THEIR EXISTING SCHOLARSHIP PROGRAMS.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses24,203,123

Form 990 (2014)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions) ....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2014)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I.... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I................... Click to see attachment

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If "Yes," complete Schedule L, Part II................ Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment

28a

Yes

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV..................... Click to see attachment

28b

Yes

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2014)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

577

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

931

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year?.........................

Did the sponsoring organization make any taxable distributions under section 4966?...

Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2014)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

150

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

143

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBullet

BRADFORD S BARNES

3400 BURNETT TANDY DRIVE
FORT WORTH,TX76107 (817) 877-2400

Form 990 (2014)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) EDWARD P BASS........................................................................ CHAIRMAN OF THE BOARD	0.50 .......................1.00	X	X	0	0	0
(2) BRADFORD S BARNES........................................................................ PRESIDENT/GENERAL MANAGER	50.00 .......................0.50	X	X	468,375	0	74,060
(3) CHARLIE GEREN........................................................................ VICE PRESIDENT	0.50 .......................0.00	X	X	1,300	0	0
(4) CHARLES B MONCRIEF........................................................................ SECRETARY	0.50 .......................0.00	X	X	0	0	0
(5) RANDY RODGERS........................................................................ TREASURER	0.50 .......................0.00	X	X	0	0	0
(6) W R WATT JR........................................................................ PRESIDENT EMERITUS	0.50 .......................0.50	X	X	0	0	0
(7) DAN L ADAMS........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(8) ELAINE B AGATHER........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(9) WILLIAM C ANDERSON........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(10) LARRY ANFIN........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(11) BILL BARCLAY........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(12) LEE M BASS........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(13) ED FARMER BEGGS II........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(14) GEORGE BEGGS IV........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(15) MIKE BERRY........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(16) DAVE APPLETON........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0
(17) PETE BONDS........................................................................ DIRECTOR	0.50 .......................0.00	X		0	0	0

Form 990 (2014)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) JOHN P BOSWELL........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(19) MARTIN C BOWEN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(20) VON R BOX........................................................................ DIRECTOR	0.50 .......................0.00	X			900	0	0
(21) MADELON L BRADSHAW........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(22) STEPHEN L BROTHERTON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(23) JON BRUMLEY........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(24) JONNY BRUMLEY........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(25) JIM CALHOUN JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(26) MATTHEW CARTER........................................................................ DIRECTOR	0.50 .......................1.00	X			0	0	0
(27) A V CORPENING III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(28) TERRY R DALLAS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(29) J T DICKENSON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(30) W CRAIG DOYLE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(31) RALPH H DUGGINS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(32) ROY J EATON........................................................................ DIRECTOR	0.50 .......................0.00	X			720	0	0
(33) CRAWFORD EDWARDS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(34) JAY EWING........................................................................ DIRECTOR	0.50 .......................0.00	X			150	0	0
(35) TOM FELLER........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(36) ROB FELTON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(37) TED FORD........................................................................ DIRECTOR	0.50 .......................0.00	X			150	0	0
(38) BEN FORTSON III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(39) DAVID GALLAGHER........................................................................ DIRECTOR	0.50 .......................0.00	X			150	0	0
(40) GILBERT GAMEZ JR........................................................................ DIRECTOR	0.50 .......................0.00	X			200	0	0
(41) RUSS GARRISON........................................................................ DIRECTOR	0.50 .......................0.00	X			350	0	0
(42) JOHN T GAVIN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(43) BOB GLENN........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(44) FRANK H GOLDTHWAITE JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(45) BARRY GREEN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(46) ROB GREEN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(47) JEFFREY H CONNER........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(48) MICHELE HAHNFELD........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(49) CHRIS HARRISON........................................................................ DIRECTOR	0.50 .......................0.00	X			200	0	0
(50) MICHAEL B HARRISON........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(51) DEBRA JOHNSON HEAD........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(52) JOHN HERNANDEZ........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(53) HOLT HICKMAN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(54) J D JOHNSON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(55) KATE JOHNSON........................................................................ DIRECTOR	0.50 .......................0.00	X			1,700	0	0
(56) W CLAY JONES........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(57) WAYNE C JORDAN........................................................................ DIRECTOR	0.50 .......................0.00	X			50	0	0
(58) JIM KELLEY........................................................................ DIRECTOR	0.50 .......................0.00	X			350	0	0
(59) DEE KELLY JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(60) CARTER KING........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(61) J LUTHER KING JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(62) SCOTT KLEBERG........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(63) WILLIAM A LANDRETH JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(64) MARK LANSFORD........................................................................ DIRECTOR	0.50 .......................0.00	X			300	0	0
(65) R MIKE LANSFORD........................................................................ DIRECTOR	0.50 .......................0.00	X			300	0	0
(66) ROBERT M LANSFORD........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(67) CHARLES R LASATER........................................................................ DIRECTOR	0.50 .......................0.00	X			1,300	0	0
(68) KENNETH K LEIBER........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(69) JOSH HARBUCK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(70) JASON LESIKAR........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(71) ARVIL J LEWIS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(72) JOHN L LEWIS........................................................................ DIRECTOR	0.50 .......................0.00	X			200	0	0
(73) JAMES E LINK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(74) RAYMOND P LOPEZ........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(75) MANUEL LOPEZ III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(76) LOUIS E MARTIN III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(77) WILSON MARTIN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(78) DAVID MCDAVID........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(79) JOHN F MCMICHAEL........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(80) RONNIE MCNUTT........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(81) WILLIAM W MEADOWS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(82) CLAYTON E MELTON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(83) ROBERT H MERRILL........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(84) A M MICALLEF........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(85) MARY BETH MILLETT........................................................................ DIRECTOR	0.50 .......................0.00	X			500	0	0
(86) BILLY MINICK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(87) PAM MINICK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(88) KIT MONCRIEF........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(89) MIKE MONCRIEF........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(90) BRIAN LUIG........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(91) BILL MOBLY........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(92) JOSEPH A MONTELEONE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(93) BOB MOORHOUSE........................................................................ DIRECTOR	0.50 .......................0.00	X			300	0	0
(94) J TYLER MORRIS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(95) GREG MORSE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(96) CARL MULLINS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(97) DAN NANCE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(98) FLN NEVE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(99) PHILIP E NORWOOD........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(100) ERLE NYE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(101) S DALE OUSLEY........................................................................ DIRECTOR	0.50 .......................0.00	X			1,030	0	0
(102) J C PACE III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(103) HOWARD PENA........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(104) ROSS PEROT JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(105) GERALD H PERRY........................................................................ DIRECTOR	0.50 .......................0.00	X			650	0	0
(106) G MARTIN PHILLIPS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(107) ROY T PITCOCK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(108) BILL POTEET III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(109) TRENT PRIM........................................................................ DIRECTOR	0.50 .......................0.00	X			1,100	0	0
(110) CHRIS QUINN........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(111) F D QUINN III........................................................................ DIRECTOR	0.50 .......................0.00	X			250	0	0
(112) WILLIAM D RATLIFF III........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(113) BRECK RAY........................................................................ DIRECTOR	0.50 .......................0.10	X			0	0	0
(114) GARY RAY........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(115) THOMAS B REYNOLDS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(116) MARTIN RICHTER........................................................................ DIRECTOR	0.50 .......................0.00	X			1,400	0	0
(117) MARTY RICHTER........................................................................ DIRECTOR	0.50 .......................0.00	X			500	0	0
(118) MARY MARGARET RICHTER........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(119) KELLY RILEY........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(120) CHARLES R ROLLINS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(121) CHARLIE ROYER III........................................................................ DIRECTOR	0.50 .......................0.00	X			1,100	0	0
(122) JAMES A RYFFEL........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(123) L J SADLOWSKI........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(124) EDDIE SANDOVAL III........................................................................ DIRECTOR	0.50 .......................0.00	X			400	0	0
(125) MIKE SANDS........................................................................ DIRECTOR	0.50 .......................0.00	X			750	0	0
(126) THOMAS B SAUNDERS V........................................................................ DIRECTOR	0.50 .......................0.00	X			110,815	0	0
(127) CHRIS SCHARBAUER........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(128) ALAN SCHUTTS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(129) GORDON H ROBERTS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(130) PHILIP L SCHUTTS........................................................................ DIRECTOR	0.50 .......................0.00	X			4,800	0	0
(131) ROBERT W SEMPLE........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(132) MORRIS L SHEATS II........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(133) DANNY R SMITH........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(134) JOHN R THOMPSON JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(135) THEO THOMPSON........................................................................ DIRECTOR	0.50 .......................0.00	X			1,400	0	0
(136) RANDY UPSHAW........................................................................ DIRECTOR	0.50 .......................0.00	X			500	0	0
(137) MICHAEL D WARNER........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(138) RANDY WATSON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(139) A B WHARTON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(140) LARRY B WHITE JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(141) BERT WILLIAMS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(142) J R WILLIAMS III........................................................................ DIRECTOR	0.50 .......................0.20	X			0	0	0
(143) J ROGER WILLIAMS........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(144) PHILIP C WILLIAMSON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(145) JAMES WOOD........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(146) ROSARIO VILLALPANDO........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(147) ADAM J WALDECK........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(148) RODNEY WOODSON........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(149) BOB R WRIGHT........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(150) GEORGE M YOUNG JR........................................................................ DIRECTOR	0.50 .......................0.00	X			0	0	0
(151) L O BRIGHTBILL III........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(152) JOHN B COLLIER IV........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(153) RICHARD L CONNOR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(154) DAN CRAINE........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(155) MARCUS HILL........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(156) JOHN L MERRILL........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(157) ABEL SANCHEZ........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(158) W A SCHMID III........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(159) JOHN EARL SEELIG........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(160) VERNELL STURNS........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(161) FRANK P TALLEY JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(162) CLIFF TEINERT........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(163) R A BROWN........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(164) R A CANTRELL JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(165) I B CHAPMAN II........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(166) EARL COX........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(167) JOHN E DUDLEY........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(168) JACK W FERRILL........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(169) GENE GRAY........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(170) HARRY G HANSEN........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(171) EDWARD HUDSON JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(172) T E JERNIGAN........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(173) DEE J KELLY........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(174) ANNE W MARION........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(175) KAYE BUCK MCDERMOTT........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(176) WILLIAM E MCKAY........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(177) W A MONCRIEF JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(178) FRANK L NEVE III........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(179) GARY H PACE........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(180) LEONARD PAUL........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(181) JOHN V ROACH........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(182) MARSHALL T ROBINSON........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(183) TOM B SAUNDERS IV........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(184) CLARENCE SCHARBAUER JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(185) JOHN M STEVENSON........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(186) DON E WEEKS........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(187) TOM L WOODWARD........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		700	0	0
(188) WILLIAM S DAVIS........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(189) G MALCOLM LOUDEN........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(190) DAVID J SIMONS........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(191) F HOWARD WALSH JR........................................................................ HONORARY VICE PRESIDENT	0.50 .......................0.00		X		0	0	0
(192) GINNY BROWN........................................................................ ACCOUNTING MANAGER	40.00 .......................0.00			X	125,804	0	37,696
(193) DANA LEWIS........................................................................ ADMINISTRATIVE MANAGER	40.00 .......................0.00			X	125,347	0	59,413
(194) BRUCE MCCARTY........................................................................ DEPARTMENT MANAGER	40.00 .......................0.00			X	145,508	0	27,538
(195) PAM WRIGHT........................................................................ DEPARTMENT MANAGER	40.00 .......................0.00			X	133,680	0	24,442
(196) SUSIE MITCHELL........................................................................ OFFICE MANAGER	40.00 .......................0.00			X	116,250	0	39,472

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	1,251,479	0	262,621

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
SEDALCO CONSTRUCTION SERVICES 2554 E LONG AVENUE FORT WORTH,TX76137	ELECTRICAL UPGRADE PROJECT	1,479,037
RAFTER G RODEO COMPANY 9140 CR 353 TERRELL,TX75161	RODEO SHOW CONTRACTOR	500,000
ONCOR ELECTRIC DELIVERY CO LLC 1545 HIGH POINT DR MESQUITE,TX75149	ELECTRICAL UPGRADE PROJECT	306,656
DAVID HUDGINS 839 DEER TRAIL GORDON,TX76454	MAINTENANCE SERVICES	240,845
COBURN'S CATERING 801 N MAIN STREET FORT WORTH,TX76164	CATERING CONTRACTOR	209,818
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 17

Form 990 (2014)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		633,939

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			633,939
			Business Code
2a	RODEO & LIVESTOCK SHOW		900099	18,572,660	18,572,660
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			18,572,660
3	Investment income (including dividends, interest, and other similar amounts).......			437,724			437,724
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	4,513,463
b	Less: cost or other basis and sales expenses	4,130,050
c	Gain or (loss)	383,413
d	Net gain or (loss)..........			383,413			383,413
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a		8,150
b	Less: cost of goods sold ..b		8,355
c	Net income or (loss) from sales of inventory..			-205	-205
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			20,027,531	18,572,455	0	821,137

Form 990 (2014)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	6,867,330	6,867,330
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	392,485	392,485
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	480,000	384,000	96,000
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	1,843,553	1,659,198	184,355
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	194,465	163,351	31,114
9	Other employee benefits .......
10	Payroll taxes ...........	321,689	286,303	35,386
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	38,147		38,147
c	Accounting ...........	44,183	11,046	33,137
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	115,444		115,444
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	21,383	21,383
12	Advertising and promotion ....	512,769	512,769
13	Office expenses .......	49,524	49,524
14	Information technology ......	43,691	43,691
15	Royalties ..
16	Occupancy ...........	176,355	176,355
17	Travel ............	32,268	32,268
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	121,904	121,904
23	Insurance ..............	486,565	486,565
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	STOCK SHOW	5,742,808	5,742,808
b	LIVESTOCK SALE	5,085,564	5,085,564
c	RODEO	2,004,347	2,004,347
d	POSTAGE	71,751	71,751
e	All other expenses	90,481	90,481
25	Total functional expenses. Add lines 1 through 24e	24,736,706	24,203,123	533,583	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2014)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			111,681	1	656,896
2	Savings and temporary cash investments .........			5,062,773	2	1,852,460
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			112,493	4	111,851
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			30,155	8	21,433
9	Prepaid expenses and deferred charges ..........			56,064	9	35,559
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,935,894
b	Less: accumulated depreciation .....	10b	1,306,768	714,204	10c	629,126
11	Investments—publicly traded securities ..........			15,185,596	11	18,067,350
12	Investments—other securities. See Part IV, line 11 .....			4,415,516	12	4,465,528
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			91,064	15	61,064
16	Total assets. Add lines 1 through 15 (must equal line 34)......			25,779,546	16	25,901,267
17	Accounts payable and accrued expenses .........			121,246	17	144,901
18	Grants payable .................			0	18	4,484,672
19	Deferred revenue ................			720,000	19	640,000
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			1,300,415	25	2,085,512
26	Total liabilities. Add lines 17 through 25.........			2,141,661	26	7,355,085
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			22,158,653	27	16,803,797
28	Temporarily restricted net assets ...........			1,479,232	28	1,742,385
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			23,637,885	33	18,546,182
34	Total liabilities and net assets/fund balances ........			25,779,546	34	25,901,267

Form 990 (2014)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

20,027,531

Total expenses (must equal Part IX, column (A), line 25) ............

24,736,706

Revenue less expenses. Subtract line 2 from line 1 ..............

-4,709,175

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

23,637,885

Net unrealized gains (losses) on investments ...............

717,291

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-1,099,819

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

18,546,182

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? .................

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2014)

Page 13

Form 990, Special Condition Description:

Special Condition Description

Form 990 (2014)

Page 14

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	570,700	398,551	457,876	575,060	633,938	2,636,125
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	13,728,854	15,137,151	15,951,536	17,051,095	18,580,810	80,449,446
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	14,299,554	15,535,702	16,409,412	17,626,155	19,214,748	83,085,571
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.	53,066		18,392	4,443	91,950	167,851
c	Add lines 7a and 7b..	53,066		18,392	4,443	91,950	167,851
8	Public support (Subtract line 7c from line 6.)						82,917,720

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	14,299,554	15,535,702	16,409,412	17,626,155	19,214,748	83,085,571
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	349,672	359,712	288,487	356,631	437,724	1,792,226
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	349,672	359,712	288,487	356,631	437,724	1,792,226
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	14,649,226	15,895,414	16,697,899	17,982,786	19,652,472	84,877,797

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

97.690 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

97.640 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

2.110 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

2.180 %

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part III

Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	151,708	118,672	33,036
d	Equipment ................	1,617,835	1,056,039	561,796
e	Other .................	166,351	132,057	34,294
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				629,126

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) FIXED INCOME - OTHER FUND	1,014,114	F
(B) MULTI-STRATEGY HEDGE FUND	1,005,317	F
(C) PRIVATE EQUITY FUND	1,875,852	F
(D) REAL ESTATE INVESTMENT TRUSTS	570,245	F





Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	4,465,528

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DEFINED BENEFIT PLAN		2,085,512








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		2,085,512
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	19,537,914
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	717,290
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	-1,091,463
e	Add lines 2a through 2d .....................			2e	-374,173
3	Subtract line 2e from line 1.....................			3	19,912,087
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	115,444
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c	115,444
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	20,027,531

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	24,629,617
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	8,355
e	Add lines 2a through 2d......................			2e	8,355
3	Subtract line 2e from line 1.....................			3	24,621,262
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	115,444
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	115,444
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	24,736,706

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART X, LINE 2:	FASB ASC TOPIC NO. 740, INCOME TAXES, PRESCRIBES A COMPREHENSIVE MODEL FOR THE FINANCIAL STATEMENT RECOGNITION, MEASUREMENT, PRESENTATION AND DISCLOSURE OF UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN INCOME TAX RETURNS. MANAGEMENT OF THE STOCK SHOW BELIEVES THAT IT HAS NOT TAKEN A TAX POSITION THAT, IF CHALLENGED, WOULD HAVE A MATERIAL EFFECT ON THE FINANCIAL STATEMENTS. THE STOCK SHOW FILES FORM 990 IN THE FEDERAL JURISDICTION WITHIN THE UNITED STATES. AT MARCH 31, 2015, THE STOCK SHOW'S TAX RETURNS RELATED TO THE YEARS ENDED MARCH 31, 2012 THROUGH MARCH 31, 2014 REMAIN OPEN TO POSSIBLE EXAMINATION BY TAX AUTHORITIES. NO TAX RETURNS ARE CURRENTLY UNDER EXAMINATION BY ANY TAX AUTHORITIES. THE STOCK SHOW HAS NOT INCURRED ANY PENALTIES OR INTEREST UNDER FASB ASC TOPIC NO. 740.
PART XI, LINE 2D - OTHER ADJUSTMENTS:	MERCHANDISE COST OF GOODS SOLD 8,355. EFFECT OF FASB STATEMENT NO 158: FASB STATEMENT 158 REQUIRES THE ASSOCIATION TO FULLY RECOGNIZE THE CHANGE IN THE UNDERFUNDED POSITION (THE DIFFERENCE BETWEEN THE FAIR VALUE OF PLAN ASSETS AND THE BENEFIT OBLIGATION) OF ITS POSTRETIREMENT BENEFIT PLAN IN THE BALANCE SHEET -1,099,818.
PART XII, LINE 2D - OTHER ADJUSTMENTS:	MERCHANDISE COST OF GOODS SOLD 8,355.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number
75-0575065

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) FORT WORTH MUSEUM OF SCIENCE AND HISTORY 1600 GENDY STREET FORT WORTH,TX76107	75-0755335	501(C)(3)	50,000				EDUCATION
(2) TEXAS & SOUTHWESTERN CATTLE RAISERS FOUNDATION 1600 GENDY STREET FORT WORTH,TX76107	75-1762849	501(C)(3)	8,400				EDUCATION
(3) TEXAS WILDLIFE ASSOCIATION FOUNDATION INC 3660 THOUSAND OAKS STE 126 SAN ANTONIO,TX78247	74-2605516	501(C)(3)	5,000				EDUCATION
(4) NORTH TEXAS CUTTING CHAMPIONS 777 TAYLOR STREET SUITE 900 FORT WORTH,TX76102	75-0275060	501(C)(6)	5,000				EDUCATION
(5) NORTH TEXAS HIGH SCHOOL RODEO ASSOCIATION PO BOX 79500 SAGINAW,TX76179	23-7322039	501(C)(4)	5,000				EDUCATION
(6) SUSAN G KOMEN FOR THE CURE PO BOX 101328 FORT WORTH,TX76185	75-1835298	501(C)(3)	20,500				EDUCATION
(7) NATIONAL MULTICULTURAL WESTERN HERITAGE MUSEUM 2401 SCOTT AVENUE FORT WORTH,TX76103	75-2961984	501(C)(3)	15,000				EDUCATION
(8) MUSTANG HERITAGE FOUNDATION PO BOX 979 GEORGETOWN,TX78626	88-0512149	501(C)(3)	23,500				EDUCATION
(9) LONGHORN COUNCIL BSA 850 CANNON DRIVE HURST,TX76054	75-6104103	501(C)(3)	5,000				EDUCATION
(10) JUNIOR LEAGUE OF FORT WORTH 255 BAILEY AVENUE FORT WORTH,TX76107	75-6022377	501(C)(3)	7,500				EDUCATION
(11) TARRANT AREA COMMUNITY OF CHURCHES 2601 CLOVER LANE FORT WORTH,TX76107	75-6004721	501(C)(3)	13,000				EDUCATION
(12) HAPPY HILL FARM 3846 N HIGHWAY 144 GRANBURY,TX76048	51-0236530	501(C)(3)	25,000				EDUCATION
(13) TEXAS FFA FOUNDATION 614 EAST 12TH STREET AUSTIN,TX78701	74-2520515	501(C)(3)	10,000				EDUCATION
(14) COOK CHILDRENS MEDICAL CENTER 801 7TH AVENUE FORT WORTH,TX76104	75-2051646	501(C)(3)	28,000				EDUCATION
(15) TEXAS HIGH SCHOOL RODEO ASSOCIATION 704 1/2 SOUTHVIEW CIRCLE CENTER,TX75935	74-2093972	501(C)(3)	8,000				EDUCATION
(16) ALLIED COMMUNITIES OF NORTH TEXAS PO BOX 3565 FORT WORTH,TX76113	75-1551856	501(C)(4)	5,000				EDUCATION
(17) THE CLIBURN 2525 RIDGMAR BLVD STE 307 FORT WORTH,TX76116	75-1098332	501(C)(3)	5,000				EDUCATION
(18) AMERICAN QUARTER HORSE ASSOCIATION PO BOX 200 AMARILLO,TX79168	75-0725576	501(C)(3)	0	25,000	FAIR MARKET VALUE	VIDEO SCREEN RENTAL	EDUCATION
(19) CITY OF FORT WORTH 1000 THROCKMORTON STREET FORT WORTH,TX76102	75-6000528	115	6,520,915				EDUCATION

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) EQUINE SCHOLARSHIPS	36	60,000
(2) VARIOUS SCHOLARSHIPS	12	29,400
(3) CALF SCRAMBLE STUDENT AG AWARDS AND SCHOLARSHIPS	314	220,085
(4) HEIFER BEEF CHALLENGE SCHOLARSHIPS	27	47,000
(5) ART CONTEST SCHOLARSHIPS	33	24,500
(6) COMMERCIAL HEIFER SCHOLARSHIPS	10	7,000
(7) TEXAS M.A.D.E.	2	4,500

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	FOR ALL SCHOLARSHIPS ISSUED BY THE ORGANIZATION, THE SCHOLARSHIP COMMITTEE REVIEWS THE APPLICANTS AND KEEPS A WRITTEN FILE ON EACH STUDENT. AFTER THE WRITTEN CRITERIA HAS BEEN REVIEWED BY THE COMMITTEE, PROOF OF ELIGIBILITY FROM THE EDUCATIONAL INSTITUTION MUST BE VERIFIED ON BEHALF OF THE STUDENT BEFORE ANY FUNDS ARE DISBURSED. GRANTS TO PUBLIC CHARITIES ARE GENERALLY PROVIDED FOR SPECIFIC PURPOSES ONLY. MANAGEMENT MONITORS THE PROJECTS THROUGH THEIR COMPLETION, BUT GENERALLY DOES NOT REQUIRE ANY FORMAL REPORTING FROM THE RECIPIENT ORGANIZATION.

Return Reference

Explanation

PART I, LINE 2:

FOR ALL SCHOLARSHIPS ISSUED BY THE ORGANIZATION, THE SCHOLARSHIP COMMITTEE REVIEWS THE APPLICANTS AND KEEPS A WRITTEN FILE ON EACH STUDENT. AFTER THE WRITTEN CRITERIA HAS BEEN REVIEWED BY THE COMMITTEE, PROOF OF ELIGIBILITY FROM THE EDUCATIONAL INSTITUTION MUST BE VERIFIED ON BEHALF OF THE STUDENT BEFORE ANY FUNDS ARE DISBURSED. GRANTS TO PUBLIC CHARITIES ARE GENERALLY PROVIDED FOR SPECIFIC PURPOSES ONLY. MANAGEMENT MONITORS THE PROJECTS THROUGH THEIR COMPLETION, BUT GENERALLY DOES NOT REQUIRE ANY FORMAL REPORTING FROM THE RECIPIENT ORGANIZATION.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1BRADFORD S BARNESPRESIDENT/GENERAL MANAGER	(i) (ii)	318,375 ............................... 0	150,000 ............................... 0	0 ............................... 0	53,298 ............................... 0	20,762 ............................... 0	542,435 ............................... 0	0 ............................... 0
2GINNY BROWNACCOUNTING MANAGER	(i) (ii)	110,804 ............................... 0	15,000 ............................... 0	0 ............................... 0	29,727 ............................... 0	7,969 ............................... 0	163,500 ............................... 0	0 ............................... 0
3DANA LEWISADMINISTRATIVE MANAGER	(i) (ii)	110,347 ............................... 0	15,000 ............................... 0	0 ............................... 0	51,444 ............................... 0	7,969 ............................... 0	184,760 ............................... 0	0 ............................... 0
4BRUCE MCCARTYDEPARTMENT MANAGER	(i) (ii)	128,508 ............................... 0	17,000 ............................... 0	0 ............................... 0	19,533 ............................... 0	8,005 ............................... 0	173,046 ............................... 0	0 ............................... 0
5PAM WRIGHTDEPARTMENT MANAGER	(i) (ii)	118,680 ............................... 0	15,000 ............................... 0	0 ............................... 0	16,442 ............................... 0	8,000 ............................... 0	158,122 ............................... 0	0 ............................... 0
6SUSIE MITCHELLOFFICE MANAGER	(i) (ii)	105,750 ............................... 0	10,500 ............................... 0	0 ............................... 0	31,529 ............................... 0	7,943 ............................... 0	155,722 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 1A	COUNTRY CLUB DUES WERE PAID ON BEHALF OF BRADFORD BARNES. THE ORGANIZATION'S BOARD OF DIRECTORS DO NOT RECEIVE ANY COMPENSATION FOR SERVING IN THEIR CAPACITY AS A BOARD MEMBER, BUT CERTAIN BOARD MEMBERS DO RECEIVE COMPENSATION FOR VARIOUS SERVICES THEY PERFORM DURING THE ANNUAL SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2014

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) PHILIP WILLIAMSON	EMPLOYEE/OFFICER OF WILLIAMSON-DICKIE MFG CO AND DIRECTOR OF ORGANIZATION	152,000	WILLIAMSON-DICKIE MANUFACTURING COMPANY PROVIDED SPONSORSHIPS TO THE STOCK SHOW.		No
(2) AM MICALLEF	CHAIRMAN OF REATA RESTAURANT MGMT CO., LLC. AND DIRECTOR OF ORGANIZATION	158,593	OPERATED RESTAURANTS AND MEMBERSHIP CLUB ON THE STOCK SHOW GROUNDS UNDER A CONCESSION AGREEMENT.		No
(3) JAMES WOOD	OWNER	195,800	NORTH TEXAS CHEVY DEALERS PROVIDED SPONSORSHIPS TO THE STOCK SHOWS.		No
(4) MARK LANSFORD	EMPLOYEE OF XTO ENERGY	150,000	XTO ENERGY PROVIDED SPONSORSHIPS TO THE STOCK SHOWS.		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Return Reference	Explanation
FORM 990, PART III, LINE 2	DURING FISCAL YEAR 2015, THE CITY OF FORT WORTH ISSUED BONDS TO MAKE CERTAIN IMPROVEMENTS, RENOVATIONS, AND RELATED INFRASTRUCTURE ENHANCEMENTS AT THE WILL ROGERS MEMORIAL CENTER (THE "PROJECT"). AS THE STOCK SHOW HAS A CONTINUING INTEREST IN ASSISTING THE CITY IN MAINTAINING AND UPDATING THE WILL ROGERS MEMORIAL CENTER, THE STOCK SHOW COMMITTED TO FUND ONE-HALF OF THE DEBT SERVICE RELATED TO THE PROJECT DEBT. IN FURTHERANCE OF THE STOCK SHOW'S MISSION WE HAVE A COMMITMENT TOTALING $6,867,456 WHICH IS TO BE PAID IN SEMI-ANNUAL PAYMENTS IN MARCH AND SEPTEMBER OF APPROXIMATELY $172,000 OVER A TWENTY YEAR PERIOD, THROUGH SEPTEMBER 2034. THE STOCK SHOW HAS DISCOUNTED THE OBLIGATION USING AN INTEREST RATE OF APPROXIMATELY 4.3%. THE OUTSTANDING BALANCE OF THE OBLIGATION AT MARCH 31, 2015 WAS $4,484,672, NET OF DISCOUNT. IN ADDITION THE ORGANIZATION PROVIDED FUNDS IN THE AMOUNT OF $1,864,556 WHICH ASSISTED THE CITY OF FORT WORTH IN THE RENOVATION OF A BARN.
FORM 990, PART VI, SECTION A, LINE 2	DAN L. ADAMS AND BILL BARCLAY HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MARTIN BOWEN, EDWARD P. BASS, AND LEE BASS HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	EDWARD P. BASS AND LEE M. BASS HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	ROBERT M. LANSFORD, MARK LANSFORD, AND R. MIKE LANSFORD HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	CHARLES B. MONCRIEF, KIT MONCRIEF, BRADFORD S. BARNES, CHARLIE ROYER III, ED FARMER BEGGS II, GEORGE BEGGS IV, AND CHARLIE GEREN HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	PAM MINICK AND BILLY MINICK HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	KENNETH K. LEIBER, PETE BONDS, CRAWFORD EDWARDS, AND W.R. WATT JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	CHRIS QUINN AND F.D. QUINN III HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	JOHN P. BOSWELL, CHARLIE GEREN, GREG MORSE, AND DEE KELLY JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MIKE BERRY AND ROSS PEROT JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MATTHEW R. CARTER AND EDWARD P. BASS HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	CRAWFORD EDWARDS, CHARLIE GEREN, MARTY RICHTER, MARY MARGARET RICHTER, MARTIN RICHTER, AND RANDY RODGERS HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	JON BRUMLEY AND JONNY BRUMLEY HAVE A FAMILY AND BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	PHILIP L. SCHUTTS, ALAN SCHUTTS, AND CHARLIE ROYER III HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MORRIS L. SHEATS AND JOHN R. THOMPSON JR. HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	PHILIP L. SCHUTTS AND J. R. WILLIAMS III HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	RAYMOND P. LOPEZ AND MANUEL LOPEZ III HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	RANDY RODGERS AND J. LUTHER KING, JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	TOM FELLER, RANDY WATSON, AND KELLY RILEY HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	LOUIS E. MARTIN III AND KATE JOHNSON HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	JIM CALHOUN JR. AND THOMAS B. SAUNDERS V HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	W.R. WATT JR., RANDY RODGERS, LUTHER KING, AND BOB GLENN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	BRADFORD BARNES AND RODNEY WOODSON HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	GILBERT GAMEZ JR. AND CHARLIE GEREN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	FLN NEVE, TREY QUINN, AND BRIAN LUIG HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	TERRY DALLAS AND JOHN T. GAVIN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MICHELE HAHNFELD AND ADAM WALDECK HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	G. MALCOLM LOUDEN, F. HOWARD WALSH, JR., AND ROB GREEN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	MICHAEL B. HARRISON AND CHRIS HARRISON HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2	TRENT PRIM AND BRAD BARNES HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 6	MEMBERS ARE CHOSEN BY A MAJORITY VOTE FROM A NOMINATING COMMITTEE AND ELECTED BY A MAJORITY VOTE OF THE MEMBERS. MEMBERS DO NOT RECEIVE ANY COMPENSATION FOR SERVING IN THEIR CAPACITY AS A MEMBER AND NO PART OF THE ORGANIZATION'S EARNINGS OR ASSETS SHALL EVER INURE TO THE BENEFIT OF THE MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A	THE MEMBERS ELECT THE BOARD OF DIRECTORS AT AN ANNUAL MEETING EACH YEAR.
FORM 990, PART VI, SECTION B, LINE 11	THE TAX RETURN IS REVIEWED IN DETAIL AND APPROVED BY THE AUDIT COMMITTEE, AND PRIOR TO IT BEING FILED A COPY IS PROVIDED TO ALL MEMBERS OF THE EXECUTIVE COMMITTEE WHICH HAS BEEN DELEGATED WITH THE PRIMARY POWER OF GOVERNANCE BY THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 12C	THE EXECUTIVE COMMITTEE MEETS ONCE A YEAR TO DETERMINE IF ANYONE OR ANY TRANSACTION HAS VIOLATED THE CONFLICT OF INTEREST POLICY.
FORM 990, PART VI, SECTION B, LINE 15	THE COMPENSATION COMMITTEE, IN RECOMMENDING SUCH COMPENSATION, AND THE EXECUTIVE COMMITTEE, IN APPROVING SUCH COMPENSATION, SHALL FOLLOW THREE STEPS. FIRST, EACH COMMITTEE SHALL MEET IN SESSIONS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. SECOND, EACH COMMITTEE SHALL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION. THIRD, EACH COMMITTEE SHALL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING ITS DETERMINATION.
FORM 990, PART VI, SECTION C, LINE 19	ALL DOCUMENTS AVAILABLE UPON REQUEST.
FORM 990, PART XI, LINE 9:	EFFECT OF FASB STATEMENT NO 158: FASB STATEMENT 158 REQUIRES THE ASSOCIATION TO FULLY RECOGNIZE THE CHANGE IN THE UNDERFUNDED POSITION (THE DIFFERENCE BETWEEN THE FAIR MARKET VALUE OF PLAN ASSETS AND THE BENEFIT OBLIGATION) OF ITS POSTRETIREMENT BENEFIT PLAN IN THE BALANCE SHEET -1,099,819.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) EVENT FACILITIES FORT WORTH INC 505 MAIN SUITE 240 FORT WORTH,TX76102 26-0011624	PROVIDE SUPPORT TO THE SOUTHWESTERN EXPOSITION & LIVESTOCK SHOW	TX	501(C)(3)	11A, TYPE I			No
(2) AGRICULTURAL DEVELOPMENT FUND PO BOX 150 FORT WORTH,TX76101 75-1824668	TO PAY A PREMIUM/BONUS TO OWNERS OF LIVESTOCK	TX	501(C)(3)	9			No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) AGRICULTURAL DEVELOPMENT FUND - GENERAL & ADMINISTRATIVE EXPENSES	Q	38,535	FMV
(2) AGRICULTURAL DEVELOPMENT FUND - LIVESTOCK PREMIUMS	Q	4,423,534	FMV

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version: