TY 2019 Form 990

- TIN:

Form990

Department of the TreasuryInternal 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.

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

A For the 2019 calendar year, or tax year beginning 01-01-2019 , and ending 12-31-2019

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

CName of organization
Cotton Incorporated

% DAVID BYRD

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
6399 Weston Parkway

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Cary, NC27513

D Employer identification number

62-0786018

E Telephone number

G Gross receipts $ 79,988,476

F Name and address of principal officer:
DAVID N BYRD
6399 Weston Parkway
Cary,NC27513

Tax-exempt status: 501(c)(3) 501(c) ( 6 ) LeftBullet

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

Website:

WWW.COTTONINC.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: 1967

M State of legal domicile: TN

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: SEE SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	107
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	107
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	144
6	Total number of volunteers (estimate if necessary) .............	6	107
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 39 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	74,031,811	79,988,476
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	74,031,811	79,988,476
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	336,071	300,263
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)	18,149,910	20,619,242
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)....	54,978,382	59,663,316
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	73,464,363	80,582,821
19	Revenue less expenses. Subtract line 18 from line 12.......	567,448	-594,345
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	15,224,790	16,874,402
21	Total liabilities (Part X, line 26).............	14,980,881	17,224,838
22	Net assets or fund balances. Subtract line 21 from line 20.....	243,909	-350,436

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 (2019)

Form 990 (2019)

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: COTTON INCORPORATED, FUNDED BY U.S. GROWERS OF UPLAND COTTON AND IMPORTERS OF COTTON AND COTTON TEXTILE PRODUCTS, IS THE RESEARCH AND MARKETING COMPANY REPRESENTING UPLAND COTTON. THE PROGRAM IS DESIGNED AND OPERATED TO IMPROVE THE DEMAND FOR AND PROFITABILITY OF COTTON.

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 $ including grants of $ ) (Revenue $ )
	Consumer Marketing The Consumer Marketing program is comprised of the Consumer Marketing Division (Advertising, Public Relations and Strategic Alliances) and the Corporate Strategy and Program Metrics Division (CSPM). The Consumer Marketing Division is tasked with creating awareness of, and interest in, cotton among consumer and trade audiences. This is accomplished through an integrated platform of traditional and digital advertising, engagement with the media, and activities and events that directly contact consumers. In 2019, the Advertising Department at Cotton Incorporated continued with the second year of our "Life Is Uncomfortable" campaign, utilizing four video assets: Tattoo, Anchor, First Day, and Meme, targeting women and men 18 - 49. This 360 degree campaign reached consumers through TV, video streaming, and digital media, including social media and search engine marketing; driving qualified traffic to our consumer website, TheFabricofOurLives.com. The brand ad tracker measured campaign awareness and changes in cotton perception among the target audience. The results show that label checking for fabric content and the degree of influence fabric has on clothing purchase are higher among those who have seen First Day in particular, but overall, the campaign has high emotional connection and recognition. In addition to our above-the-line campaign, Advertising also ran a health and wellness-themed video campaign consisting of three videos: Skin Irritation, Underwear, and Sheets, as well as launched a competitive Know Your Clothes social media campaign, to build awareness, educate consumers, and promote the competitive advantages of cotton. During the second half of 2019, the Advertising Department launched a denim-focused video campaign to highlight the historical importance of denim and how authentic denim is made with cotton. The campaign reached consumers through digital and social media as well as through enhanced search engine marketing techniques. The department also completed production on a social media campaign focused on cotton farmer Wendy Yeager, to highlight the made-in-America aspect of cotton and call attention to the family farms that grow it. Finally, production began on the second phase of the Denim campaign: Rosie Reborn. The campaign will launch in the first quarter of 2020 and will continue to tell the story of denim's importance in our collective American history, by highlighting the stories of trailblazing women who will be dubbed "modern-day Rosiesunderscore the importance of cotton in authentic denim. The year concluded with research and creative development on a new video campaign which will debut in the second quarter of 2020. The Public Relations Department accomplishments for the 2019 year were activities in support of the sustainability of U.S. cotton, the Corporate Strategy & Program Metrics (CSPM) department and the promotion of the holiday shopping survey data; and consumer-facing corporate initiatives such as the Blue Jeans Go Green (TM) denim recycling program. The department secured coverage in atypical and desirable media outlets. Some were a result of an external firm, which provided support for consumer-facing media coverage of cotton and Cotton Incorporated, and some were achieved independently by the Public Relations Department. Among these were news items in Refinery29, Real Simple Online, Martha Stewart Living Online, etc. The Strategic Alliance Department began their year with an exciting new retail partnership for Strategic and Retail Partnerships along with collection and distribution activities for the Blue Jeans Go Green (TM) denim recycling program. In addition to Madewell and rag & bone collecting denim for recycling in stores nationwide, other retailers, individuals, and organizations across the country got involved as well throughout the year. Additionally, the Strategic Alliances team partnered with e-tailer, Revolve, for the first time, to plan and execute an integrated marketing campaign aiming to drive sales of cotton apparel as well as Amazon for the second year, and buybuy BABY for Seal of Cotton trademark promotions that occurred online and instore. CSPM led efforts to identify opportunities and threats for cotton using market intelligence gathered through ongoing studies of U.S. consumer attitudes from the Lifestyle Monitor (TM) survey, assessments of cotton's share at retail through the Retail Monitor (TM) research, and comprehensive global market and economic research and analysis. CSPM provided more than 240 information requests; participated in approximately 160 meetings and presentations; authored 268 publications, videos, TV/radio segments, and podcasts; and worked on more than 20 projects. Work completed by CSPM in 2019 includes, but is not limited to, the collection and examination of data on more than 130K products offered at retail in the U.S. and China; the evaluation of over 14K U.S. and 17K global consumers; the update of a comprehensive database of monthly apparel and home furnishing imports; the management and analysis of global quantitative research in China; the management of Cotton Incorporated's brand tracking metrics; and the delivery of consumer and economic outlook presentations.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Global Supply Chain Marketing (GSCM) The scope of the GSCM division covers a wide range of activities with manufacturers, retailers, brands, and trade organizations throughout the world. These activities are anchored in three important strategic objectives: build a global presence for cotton, promote product and technology ideas, and conduct education, training, and technical assistance through marketing programs that further the use of cotton in products. An important tactic for maintaining a global presence for cotton is through direct account interaction with mills, manufacturers, brands and retailers for the apparel, nonwovens and home product markets. GSCM staff focus their efforts on influencing major brands and retailers through coordination of various Company resources, with the goal of influencing the use of cotton versus other fibers. During the second half of 2019, GSCM staff conducted more than 400 meetings with companies in both the manufacturing supply chain and with key brand and retailer accounts. In its sixth year, the Cotton LEADS program continues to educate and inform retailers, brands, and manufacturers about responsible U.S. cotton production. Cotton Incorporated participates in this program with the National Cotton Council of America, the Cotton Foundation, Cotton Australia, and Cotton Council International. In 2019, 32 new partners joined the program, thus reaching a total of 592 partnering manufacturers, brands and retailers. During the second half of the year, Mexico City staff added two more Cotton LEADS members and also supported two members, one Peruvian, one Mexican, to design and launch their respective Business to Business (B2B) Cotton LEADS membership campaigns by labeling their eco-line products made with U.S. cotton. Forty-four technical education workshops were held in 2019 with over 1,271 attendees. These individuals were from 128 major brands and retailers. The purpose of these workshops was to provide detailed technical information and training on relevant topics important for cotton. The GSCM division continued to develop the CottonWorks (TM) website, a marketing tool and educational resource (www.cottonworks.com). It is the leading innovative education and information resource for current and emerging textile industry professionals who are actively seeking connections to cotton. In 2019, Cotton Incorporated added two new nonwovens courses and new content on cotton biodegradability. Additionally, cotton fabrics from Cotton Incorporated's FABRICAST (TM) collection were digitized and added to the updated FABRICAST (TM) collection page, bringing the total number of digitally searchable fabrics to 1,027. Two new brochures were added: microfiber biodegradability in aquatic environments and NATURAL STRETCH (TM) technology. Staff also implemented a new resource on the site to learn more about cotton production terms. In 2019, there were 32,108 registered users, 183,479 sessions, and 1,028,067 page views. The GSCM division is responsible for coordinating messaging to the trade. In 2019, consistent messaging and imagery was implemented throughout, including tradeshows, tradeshow promotional items and outlets, and other publications. New messaging was created for 2019 placement to highlight "the circular economycombination technologies. Trade advertisements were placed in industry publications, in print and digitally. A new campaign highlighting the improvements in sustainability, innovation, and technology was developed for the 2020 year. Several brands and retailers that have adopted multiple cotton technologies in 2019 have expanded the product offering into other categories. A significant U.S. online retailer is continuing their STORM COTTON (TM) and STORM DENIM (TM) technologies for men's and women's apparel. Several competing retailers have adopted the TOUGH COTTON (TM) technology on girls' leggings. A large children's brand has adopted the TransDRY (R) technology on a cloth diaper that will be sold through multiple large retail stores and online. A women's sportswear brand has adopted the TransDRY (R) technology on a performance tank top. An online retailer has adopted TransDRY (R) technology on ladies' performance underwear. The GSCM Nonwovens Marketing team successfully completed new license agreements in the following countries: Belgium, Canada, China, Colombia, France, Germany, Indonesia, Korea, Spain, South Africa, Switzerland, Ukraine, United Arab Emirates, UK and the U.S. The product markets included: nonwoven roll goods; feminine hygiene tampons, pads and liners; wipes and skin care masks; air filtration masks; baby diapers; and adult care pads. Trademarks included: Seal of Cotton, natural (TM), enhanced (TM), and Cotton LEADS Product markets expanding the use of cotton in the second half of 2019 included, global nonwovens roll goods, feminine hygiene, wipes, baby care, skin care, air filtration masks, baby diapers, adult care pads and hospital cleansing gloves.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Research and Development Research and Development is comprised of the Fiber Competition division and the Product Development and Implementation division. Fiber Competition had twelve outside research projects for 2019 with the renewal of seven projects and the initiation of five new projects. The top priority for 2019 was dealing with contamination issues. The other key priority was the Fiber of the Future effort, which involves improving fiber length uniformity and fineness. Product Evaluation Laboratory (PEL) activities continued to focus on normal day-to-day testing. Routine testing on two high volume instrument (HVI) inter-lab evaluations involved twelve proficiency sets, and the lab also provided testing for the USDA-AMS on ten sets of calibration cotton using both HVI models. A total of nine proficiency tests for fabric and one proficiency test for yarn was also run during the year. Testing services were active for all areas of research and implementation for both Agricultural and Environmental Research and Product Development and Implementation divisions. The lab is continuing to learn and tweak the new version of LogBook software, a specialized system used by the PEL for all data collection and reporting to meet the lab's specific needs. The Cotton Management System (CMS) Product Development team continues to support MILLNet (TM) software products, with the primary focus on updates and enhancements for the latest version. The latest version of MILLNet (TM) software is being used for all new licensee installations. All but two existing users have been converted to the latest version with plans to convert the final two in early 2020. The CMS Technical Service and Marketing teams assisted customers 3,135 times by phone, e-mail, text, face-to-face and the Internet. Yearly service visits were completed for licensees located in Canada, China, Colombia, El Salvador, Guatemala, Honduras, Korea, Mexico, Nicaragua, Peru, Philippines, Thailand, the U.S. and Vietnam. Marketing visits were made to prospective clients in Colombia, El Salvador, Guatemala, Indonesia, Korea, Mexico, Peru, the U.S. and Vietnam. Three new MILLNet (TM) software licenses were signed and installed. The Product Development and Implementation (PDI) Division has accomplished many achievements within the top-three strategies set forth in 2019: Contamination, Sustainability and Innovation. To address contamination, a cotton twine sample was developed, and tests were identified to evaluate baseline performance of current cotton wrap material. In addition, a large contamination trial was completed in Germany in coordination with the equipment manufacturer and industry partners. The new detection technology removes and quantifies debris found at the mill level during processing. A completed technical report then compared current contamination detection and removal technologies with the advanced technologies used during the Germany trial. As traceability has risen to the forefront of the cotton industry, PDI provided technical support to Cotton Council International (CCI) to investigate Oritain's Traceability Technology by processing upland cotton, from two different states, to produce yarn and fabric samples for evaluation. In the area of sustainability, the microfiber biodegradation project examined the impact of dyes and finishes on cotton's ability to degrade in aquatic environments. An effort to transform waste cotton into chemical intermediaries was achieved with the cotton-to-sugar project. The project realized significant process improvements, whereby chemicals and energy were reduced without sacrificing efficiency. Two outside research projects, saw promising results, examined methods transforming waste cotton into high value materials, such as nanocellulose and carbon fiber. Synthetic fleece-alternative fabrics, of cotton and wool, continued to be a highlight, as were 100% cotton thermal knits. A focus on sustainability was maintained in bottom-weight offerings, further reducing waste in selvedge denim, through reducing chemical inputs of dyeing through catatonically treated woven fabrics and in mechanical fabric finishing. Lasers were also used reducing chemical inputs by creating a variation on traditionally corduroy concepts. The Life Cycle Analysis (LCA) was expanded to include Ultra Touch (TM) denim insulation, evaluating how it compares to the traditional fiberglass product. Product Development and Implementation continues to develop innovative products. Novel yarns were developed using newly purchased AgTek Multi-function winders. The novelty yarns were then used in FABRICAST (TM) collections, enhancing the design's aesthetic through embroidery. Developments were also initiated using the new Muratec III 870 Vortex Spinner (MVS), obtained in 2018. In an effort for MVS yarn to better compete with ring spun yarn, research trials focused on improving strength and softness of the yarns. Multiple nonwoven prototypes were developed with a wide range of forming and bonding technologies using recycled or reclaimed cotton. Five FABRICAST (TM) collections were released this year focusing on sustainability, performance, and activewear. This included fiber selection, construction, and finish application. Different blends and blend levels were developed to produce lighter weights with a reduced absorbent capacity. Rounding out the collection were fabrics with dual-finish technologies, fabrics with unique surface design, fabrics with conductive yarns for e-textiles, and even prototypes for shoe uppers. New technologies continue to be released by PDI. A new Sweat Hiding (TM) technology, for lightweight woven fabrics, was launched enabling materials, such as dress shirts, to absorb water but not appear wet on the surface. Another new development, labeled QuickDRY (TM) technology, was run on 100% cotton sheeting in partnership with a U.S. mill, with the aim of reducing energy in the consumer-use phase. This non-formaldehyde flame retardant technology is still under development and new chemistries are being evaluated. Two dual-technology finishes were introduced through the FABRICAST (TM) collection at the Outdoor Retailer (OR) show in August. Fabrics treated with TransDRY + TOUGH COTTON (TM) technology and STORM COTTON (TM) + TOUGH COTTON (TM) technology were the first requested by several retailers. Work continues to increase cotton fiber in 3D printing and injection molding. By increasing the cotton fiber content in molding technologies, the performance can be enhanced while displacing synthetics. After receiving a notice of allowance, the PUREPRESS (TM) technology patent has moved forward. Strong interest has developed around PUREPRESS (TM) technology over the course of 2019, with six-mills becoming suppliers running 13-separate trials. One supplier increased its production to include 34-styles treated with PUREPRESS (TM) technology. The TOUGH COTTON (TM) technology continues to be implemented by major brands as well. With interest from additional mills in the U.S. and Asia to become suppliers. The implementation of STORM COTTON (TM) technology continues, but with emphasis on a non-fluorine formula. With the assistance of the Product Evaluation Lab (PEL), a total of 317 projects with over 900 samples were processed for technology licensing. This was in addition to technical service, analytical work, internal research, and support for fabric development. In June, PDI traveled to Barcelona, Spain, attending the International Textile Machinery Association (ITMA) Show which occurs every four years. The team focused on new technologies surrounding cotton development in spinning, contamination detection, knitting & weaving, dyeing & finishing, printing, sustainability and emerging technologies. Six reports were prepared to share PDI's insights within Cotton Incorporated and the cotton industry. Various activities were done to amplify cotton's research in the LCA, such as participating in industry meetings, presenting at several international conferences, as well as authoring a position paper on LCA implementation. Product Integrity participated in an international standards organization (ISO) conference contributing to work screening for GMOs in textiles, advancing the consumer-facing dashboard used for the Higg Index, and chairing numerous committees and working groups within both SAC, AATCC, and ANSI organizations throughout the year. In addition, the results of a non-formaldehyde finish development were presented at an international conference.

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

Form 990 (2019)

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

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

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

Yes

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......... Click to see attachment

14b

Yes

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..... Click to see attachment

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... Click to see attachment

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

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

Form 990 (2019)

Page 4

Part IV

Checklist of Required Schedules (continued)

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 ....

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

25b

Did the organization report any amount on Part X, line 5 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........

Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?

If "Yes," complete

Schedule L, Part III.........................

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, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................

28a

A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....

28b

A 35% controlled entity of one or more individuals and/or organizations described in lines 28a or 28b? If "Yes," complete Schedule L, Part IV.....................

28c

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

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

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 ..

203

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

Form 990 (2019)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance (continued)

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

144

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)? ..

Yes

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

MX , CH , HK , JA
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? ....................

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

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? ........

Sponsoring organizations maintaining donor advised funds.

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

Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see instructions and file Form 4720, Schedule N.

Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.

Form 990 (2019)

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

107

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

107

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? .................

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? .

Yes

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

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

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? ....................

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

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

FL , MI , NY , NC , TN

Section 6104 requires an organization to make its Form 1023 (or 1024-A 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

DAVID BYRD6399 WESTON PARKWAY CARY,NC27513 (919) 678-2220

Form 990 (2019)

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.

See instructions for the order in which to list the persons above.

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) J Berrye Worsham...................................................................... President & CEO	40.0 ................. 0.0		X			660,983	0	156,200
(2) Mark Messura...................................................................... Sr VP, Global Supp Chain Mktg	40.0 ................. 0.0			X		313,614	0	115,388
(3) Kater Hake...................................................................... VP Agricult/Envir Research	40.0 ................. 0.0			X		299,615	0	104,037
(4) David Byrd...................................................................... Senior Vice President & CFO	40.0 ................. 0.0		X			293,127	0	94,089
(5) Kimberly S Kitchings...................................................................... Sr VP, Consumer Marketing	40.0 ................. 0.0			X		251,377	0	81,933
(6) John Morgans...................................................................... VP Admin and Assist to Preside	40.0 ................. 0.0		X			251,499	0	74,285
(7) Mike Shen...................................................................... VP Product Dev & Implement	40.0 ................. 0.0			X		229,639	0	47,440
(8) Mary Ankey...................................................................... VP Product Dev & Implement	40.0 ................. 0.0				X	194,966	0	71,678
(9) Vikki Martin...................................................................... VP, Fiber Competition	40.0 ................. 0.0				X	199,170	0	59,675
(10) Jesse Daystar...................................................................... VP, Chief Sustainability Offcr	40.0 ................. 0.0				X	204,847	0	37,421
(11) Hideyuki Kikumori...................................................................... Director, Technical Marketing	40.0 ................. 0.0				X	221,380	0	19,065
(12) Chui Kwan...................................................................... Assoc Dir, Global Supp Chain	40.0 ................. 0.0				X	184,565	0	4,504
(13) Jonathan Isbell...................................................................... Board Member	1.0 ................. 0.0	X				0	0	0
(14) Basil Thompson...................................................................... Board Member	1.0 ................. 0.0	X				0	0	0
(15) Charles Speake...................................................................... Board Member	1.0 ................. 0.0	X				0	0	0
(16) Andrew Wendland...................................................................... Board Member	1.0 ................. 0.0	X				0	0	0
(17) Phil Vandiver...................................................................... Board Member	1.0 ................. 0.0	X				0	0	0

Form 990 (2019)

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 Newby........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(19) Art Heiden........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(20) Dean Rovey........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(21) Lyall Pacheco........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(22) Timothy Smith........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(23) Herrick Norcross........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(24) Jason Felton........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(25) Nathan Reed........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(26) Terry Pollard........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(27) Earl Stiles........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(28) Jesse Flye........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(29) Peter Michael........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(30) Joseph Nunes........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(31) Stephen Wilbur........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(32) Joaquin Toledo........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(33) Jerry Davis........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(34) Lewie Joe Smith........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(35) Hugh Dollar........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(36) Charles Mathis........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(37) Darren Hembree........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(38) Phillip Murray........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(39) Ronald Lee........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(40) Jeremy Gay........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(41) Joseph Jimmerson........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(42) John Ruark........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(43) Henry Davis........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(44) Wendell Sumner........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(45) Johnny Crawford........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(46) Clint Webb........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(47) Ryne Brannen........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(48) Kenton Dunn........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(49) Monte Thom........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(50) Stephen Logan........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(51) Jason Condrey........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(52) Larry Sayes........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(53) Coley Bailey........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(54) Bryan Jones........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(55) Kendall Garraway........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(56) Lawrence Long........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(57) Thomas Hayes........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(58) Jeff Hux........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(59) Allen Below........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(60) Gregg Mayberry........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(61) Steven Droke........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(62) Jeremy Gonzales........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(63) Andrew Burleson........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(64) Donny Lassiter........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(65) Robert Fleming........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(66) Henry McLaurin........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(67) Marshall Newton........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(68) Steven Clay........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(69) Harry Schroeder........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(70) Ryan Robbins........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(71) Samuel Vinyard........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(72) Malcolm Calhoun........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(73) Douglas Jarrell........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(74) Kendall Wannamaker........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(75) Jonathan Berry........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(76) Link Carlton........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(77) Rose Fullen........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(78) Robert Walker........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(79) Tom Wade........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(80) Albert Andel........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(81) Harold May........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(82) Lloyd Arthur........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(83) Jonathan James........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(84) James Massey........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(85) Robert Englert........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(86) Ralph Kellermeier........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(87) Jacob Gerik........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(88) Joshua Birdwell........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(89) Dahlen Hancock........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(90) Stacy Smith........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(91) Craig Heinrich........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(92) Robert Coker........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(93) Michael Patschke........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(94) Brady Mimms........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(95) Mark Howard........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(96) Travis Mires........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(97) Jeremy Brown........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(98) Brent Nelson........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(99) Frank Bezner........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(100) James Page........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(101) John McDowell........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(102) Glen Phipps........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(103) Johnie Reed........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(104) Eric Seidenberger........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(105) Allan Fuchs........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(106) Sam Sparks........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(107) Alfred Pennington........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(108) Martin Stoerner........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(109) David Carter........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(110) Lacy Vardeman........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(111) Rex Kennedy........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(112) Mark Wright........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(113) Justin Corzine........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(114) Philip Edwards........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(115) James Ferguson........................................................................ Board Member	1.0 .......................0.0	X		0	0	0
(116) Van Murphy........................................................................ Vice Chair	1.0 .......................0.0	X	X	0	0	0
(117) Bernard Jordan........................................................................ Chair	1.0 .......................0.0	X	X	0	0	0
(118) James Johnson........................................................................ Secretary	1.0 .......................0.0	X	X	0	0	0
(119) Marvin Beyer........................................................................ Treasurer	1.0 .......................0.0	X	X	0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	3,304,782	0	865,715

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
Mindshare USA LLC, 175 Greenwich Street 15th Floor NEW YORK,NY10007	Marketing	19,797,582
DDB Worldwide Communications, 437 Madison NEW YORK,NY10022	Marketing	3,599,449
Cotton Council International, 1521 New Hampshire Ave NW WASHINGTON,DC20036	Marketing	3,376,198
Texas AM Agrilife Research, PO Box 10420 COLLEGE STATION,TX77842	Research Services	1,327,765
Texas Tech University, PO Box 42122 LUBBOCK,TX79409	Research Services	1,203,905
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 52

Form 990 (2019)

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

(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	140,503

f	All other contributions, gifts, grants, and similar amounts not included above		1f	79,847,973

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		79,988,476

		Business Code
2a
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		0

3 Investment income (including dividends, interest, and othersimilar amounts) ......			0
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)	0	0	6c
d	Net rental income or (loss).......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory			7a
b	Less: cost or other basis and sales expenses			7b
c	Gain or (loss)			7c
d	Net gain or (loss).........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See instructions.....			79,988,476

Form 990 (2019)

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 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	300,263
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	2,941,408
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	0
7	Other salaries and wages........	12,767,621
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,682,683
9	Other employee benefits .......	2,325,958
10	Payroll taxes ...........	901,572
11	Fees for services (non-employees):
a	Management ......	4,308,124
b	Legal .........	252,301
c	Accounting ...........	193,455
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	213,609
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	990,800
12	Advertising and promotion ....	25,817,853
13	Office expenses .......	503,336
14	Information technology ......	692,687
15	Royalties ..	0
16	Occupancy ...........	1,511,716
17	Travel ............	2,379,664
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	3,074,031
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	1,598,466
23	Insurance ...	195,515
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	RESEARCH & PROMOTION	13,229,324
b	GRAPHIC ARTS	1,164,248
c	MAINTENANCE	835,838
d	SPONSORSHIP	1,121,575
e	All other expenses	1,580,774
25	Total functional expenses. Add lines 1 through 24e	80,582,821
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 (2019)

Page 11

Part X

Balance Sheet

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

				(A) Beginning of year		(B) End of year

1	Cash–non-interest-bearing ........			1,958	1	1,962
2	Savings and temporary cash investments .........			5,876,088	2	9,689,550
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			3,598,808	4	2,216,707
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				0	6	0
7	Notes and loans receivable, net ...........			0	7	0
8	Inventories for sale or use ............			0	8	0
9	Prepaid expenses and deferred charges ......			1,285,481	9	1,068,157
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	21,288,898
b	Less: accumulated depreciation	10b	17,390,872	4,462,455	10c	3,898,026
11	Investments—publicly traded securities .			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 33)...			15,224,790	16	16,874,402

17	Accounts payable and accrued expenses .....	11,014,306	17	13,244,623
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
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	3,966,575	25	3,980,215
26	Total liabilities. Add lines 17 through 25..	14,980,881	26	17,224,838

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	243,909	27	-350,436
28	Net assets with donor restrictions ...........	0	28	0
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	243,909	32	-350,436
33	Total liabilities and net assets/fund balances ........	15,224,790	33	16,874,402

Form 990 (2019)

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) ............

79,988,476

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

80,582,821

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

-594,345

Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..

243,909

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

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

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

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

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

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))

-350,436

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 (2019)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- 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.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Name of the organization

Cotton Incorporated

Employer identification number

62-0786018

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 other 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. Don't 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 isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2

Name of organization Cotton Incorporated

Part I Contributors	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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 3

Name of organization Cotton Incorporated		Employer identification number 62-0786018

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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 4


Name of organization Cotton Incorporated			Employer identification number 62-0786018
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.) $ 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) (2019)

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," on 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.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Cotton Incorporated

Employer identification number

62-0786018

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on 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" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB 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 FASB 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 on 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 FASB ASC 958 relating to these items:

Revenue included on 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) 2019

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(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

Term endowment SchDMd Bullet

The percentages on 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" on 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" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....
c	Leasehold improvements	4,167,795	2,934,046	1,233,749
d	Equipment ....	15,914,565	13,779,352	2,135,213
e	Other .....	1,206,538	677,474	529,064
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				3,898,026

Schedule D (Form 990) 2019

Page 3

Part VII

InvestmentsOther Securities.
Complete if the organization answered "Yes" on 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
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	3,980,215
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) 2019

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	83,236,195
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b	3,247,719
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	3,247,719
3	Subtract line 2e from line 1..................			3	79,988,476
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
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	79,988,476

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	83,830,540
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a	3,247,719
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................			2e	3,247,719
3	Subtract line 2e from line 1...................			3	80,582,821
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
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	80,582,821

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
SCHEDULE D, PART X, LINE 2:	The Company is exempt from Federal income taxes under Section 501(c)(6) of the Internal Revenue Code, except for any unrelated business income. The Company is required to file a Return of Organization Exempt from Income Tax ("Form 990") with the Internal Revenue Service ("IRS") annually. For the year ended December 31, 2019, there was no unrelated business income earned. For the year ended December 31, 2018, the Company was required to file an Exempt Organization Business Income Tax Return ("Form 990-T") with the IRS for unrelated business income tax associated with certain fringe benefits and recorded an income tax provision for Federal income taxes of $8,146. The applicable tax law that placed unrelated business income tax on the Company for the year ended December 31, 2018 was repealed retroactively in December 2019. The Company will file an amended Federal return as a result. This amended return will encompass the tax paid for the year ended December 31, 2018 and estimated taxes paid in 2019, for a combined value of $15,935. The Company is also exempt from state income taxes with the exception for any unrelated business income. For the year ended December 31, 2019, there was no unrelated business income earned. For the year ended December 31, 2018, the Company recorded an income tax provision for state income taxes of $373 as a result of certain fringe benefits. The applicable tax law that placed unrelated business state income tax on the Company for the year ended December 31, 2018 was repealed retroactively in December 2019. The Company will file an amended state return as a result. This amended return will encompass the tax paid for the year-ending December 31, 2018 and estimated taxes paid in 2019, for a combined value of $1,200. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely than-not to be sustained upon examination by the appropriate taxing authority. Measurement of uncertainty occurs if the recognition threshold has been met. The Company's tax returns are open for examination for years 2016 through 2018.

Return Reference

Explanation

SCHEDULE D, PART X, LINE 2:

The Company is exempt from Federal income taxes under Section 501(c)(6) of the Internal Revenue Code, except for any unrelated business income. The Company is required to file a Return of Organization Exempt from Income Tax ("Form 990") with the Internal Revenue Service ("IRS") annually. For the year ended December 31, 2019, there was no unrelated business income earned. For the year ended December 31, 2018, the Company was required to file an Exempt Organization Business Income Tax Return ("Form 990-T") with the IRS for unrelated business income tax associated with certain fringe benefits and recorded an income tax provision for Federal income taxes of $8,146. The applicable tax law that placed unrelated business income tax on the Company for the year ended December 31, 2018 was repealed retroactively in December 2019. The Company will file an amended Federal return as a result. This amended return will encompass the tax paid for the year ended December 31, 2018 and estimated taxes paid in 2019, for a combined value of $15,935. The Company is also exempt from state income taxes with the exception for any unrelated business income. For the year ended December 31, 2019, there was no unrelated business income earned. For the year ended December 31, 2018, the Company recorded an income tax provision for state income taxes of $373 as a result of certain fringe benefits. The applicable tax law that placed unrelated business state income tax on the Company for the year ended December 31, 2018 was repealed retroactively in December 2019. The Company will file an amended state return as a result. This amended return will encompass the tax paid for the year-ending December 31, 2018 and estimated taxes paid in 2019, for a combined value of $1,200. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely than-not to be sustained upon examination by the appropriate taxing authority. Measurement of uncertainty occurs if the recognition threshold has been met. The Company's tax returns are open for examination for years 2016 through 2018.

Schedule D (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990, Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization
Cotton Incorporated

Employer identification number

62-0786018

Part I

General Information on Activities Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of its grants and

other assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used

to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other assistance outside the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in the region	(d) Activities conducted in region (by type) (such as, fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in the region	(f) Total expenditures for and investments in the region
	East Asia and the Pacific	3	19	Program Services	INFORMATION SUPPORT	5,598,930
	Central America and the Caribbean	0	1	Program Services	Agricultural Research	175,180
	North America	1	5	Program Services	Information Support	944,821
	Europe (Including Iceland and Greenland)	0	2	Program Services	Information Support	1,900,814
	South America	0	0	Program Services	Information Support	111,401












3a	Sub-total ....	4	27			8,731,146
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	4	27			8,731,146

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2019

Schedule F (Form 990) 2019

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of noncash assistance	(h) Description of noncash assistance	(i) Method of valuation (book, FMV, appraisal, other)

2	Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .......
3	Enter total number of other organizations or entities .......................

Schedule F (Form 990) 2019

Schedule F (Form 990) 2019Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of noncash assistance	(g) Description of noncash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2019

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2019

Page 5

Part V

Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information. See instructions.

ReturnReference	Explanation

Schedule F (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

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," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
Cotton Incorporated

Employer identification number
62-0786018

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" on 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 noncash assistance	(h) Purpose of grant or assistance
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)

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) 2019

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on 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	(d) Amount of noncash assistance	(e) Method of valuation (book, FMV, appraisal, other)	(f) Description of noncash assistance

(1) SUPPORT FOR STUDENTS IN BREEDING/GENETICS STUDIES	7	300,263
(1)
(2)
(3)
(4)
(5)
(6)
(7)

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
SCHEDULE I, PART I, LINE 2:	EXPLANATION: GRANTS ARE OVERSEEN BY OUR AGRICULTURAL AND ENVIRONMENTAL RESEARCH EMPLOYEES. THESE EMPLOYEES MONITOR THE PROGRESS OF THOSE RECEIVING GRANTS, INCLUDING REQUIRED COMMUNICATIONS OF THEIR PROGRESS AND SITE VISITS.

Schedule I (Form 990) 2019

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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Cotton Incorporated

Employer identification number

62-0786018

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 on 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 on 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 on 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 on 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? .........

Yes

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 on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

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

Were any amounts reported on 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" on 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) 2019

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 on 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 on 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)
1J Berrye Worsham President & CEO	(i) (ii)	526,040 ------------- 0	70,000 ------------- 0	64,943 ------------- 0	113,555 ------------- 0	42,645 ------------- 0	817,183 ------------- 0	0 ------------- 0
2David Byrd Senior Vice President & CFO	(i) (ii)	245,810 ------------- 0	23,311 ------------- 0	24,006 ------------- 0	69,459 ------------- 0	24,630 ------------- 0	387,216 ------------- 0	0 ------------- 0
3John Morgans VP Admin and Assist to Preside	(i) (ii)	214,122 ------------- 0	22,631 ------------- 0	14,746 ------------- 0	51,082 ------------- 0	23,203 ------------- 0	325,784 ------------- 0	0 ------------- 0
4Kater Hake VP Agricult/Envir Research	(i) (ii)	246,434 ------------- 0	20,549 ------------- 0	32,632 ------------- 0	76,136 ------------- 0	27,901 ------------- 0	403,652 ------------- 0	0 ------------- 0
5Kimberly S Kitchings Sr VP, Consumer Marketing	(i) (ii)	210,669 ------------- 0	22,298 ------------- 0	18,410 ------------- 0	49,067 ------------- 0	32,866 ------------- 0	333,310 ------------- 0	0 ------------- 0
6Mark Messura Sr VP, Global Supp Chain Mktg	(i) (ii)	258,348 ------------- 0	26,483 ------------- 0	28,783 ------------- 0	73,320 ------------- 0	42,068 ------------- 0	429,002 ------------- 0	0 ------------- 0
7Mike Shen VP Product Dev & Implement	(i) (ii)	191,612 ------------- 0	17,661 ------------- 0	20,366 ------------- 0	34,489 ------------- 0	12,951 ------------- 0	277,079 ------------- 0	0 ------------- 0
8Chui Kwan Assoc Dir, Global Supp Chain	(i) (ii)	140,643 ------------- 0	9,844 ------------- 0	34,078 ------------- 0	2,297 ------------- 0	2,207 ------------- 0	189,069 ------------- 0	0 ------------- 0
9Hideyuki Kikumori Director, Technical Marketing	(i) (ii)	131,482 ------------- 0	10,920 ------------- 0	78,978 ------------- 0	7,715 ------------- 0	11,350 ------------- 0	240,445 ------------- 0	0 ------------- 0
10Mary Ankey VP Product Dev & Implement	(i) (ii)	165,429 ------------- 0	16,682 ------------- 0	12,855 ------------- 0	39,708 ------------- 0	31,970 ------------- 0	266,644 ------------- 0	0 ------------- 0
11Jesse Daystar VP, Chief Sustainability Offcr	(i) (ii)	182,616 ------------- 0	16,917 ------------- 0	5,314 ------------- 0	24,997 ------------- 0	12,424 ------------- 0	242,268 ------------- 0	0 ------------- 0
12Vikki Martin VP, Fiber Competition	(i) (ii)	172,327 ------------- 0	15,467 ------------- 0	11,376 ------------- 0	36,127 ------------- 0	23,548 ------------- 0	258,845 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

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
SCHEDULE J, PART I, LINE 1a	The company provides for business class tickets for all employees on select international trips, which include first-class tickets when domestic travel is involved on those itineraries. Tax gross-up payments are made for select executives to reimburse medical expenses.
SCHEDULE J, PART I, LINE 4	J. Berrye Worsham participates in a SERP and had contributions of $50,000 in 2019.

Schedule J (Form 990) 2019

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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

Cotton Incorporated

Employer identification number

62-0786018

Return Reference	Explanation
FORM 990, PART I, LINE 1: DESCRIPTION OF ORGANIZATION MISSION:	COTTON INCORPORATED, FUNDED BY U.S. GROWERS OF UPLAND COTTON AND IMPORTERS OF COTTON AND COTTON TEXTILE PRODUCTS, IS THE RESEARCH AND MARKETING COMPANY REPRESENTING UPLAND COTTON. THE PROGRAM IS DESIGNED AND OPERATED TO IMPROVE THE DEMAND FOR AND PROFITABILITY OF COTTON. FORM 990, PART III, LINE 4D: OTHER PROGRAM SERVICES OTHER PROGRAM SERVICES INCLUDE agricultural research AND CORPORATE SERVICES. FORM 990, PART VI, SECTION A, LINE 4: EXPLANATION: The bylaws were amended to eliminate the Member-at-Large designation on the Governance Committee because it is no longer needed. Standing Committee positions are now allocated based on a region's percent of total Board size.
FORM 990, PART VI, SECTION B, LINE 11B:	EXPLANATION: THE FORM 990 IS REVIEWED IN DETAIL WITH THE COMPANY'S AUDIT COMMITTEE AFTER COMPLETION AT THE AUGUST BOARD OF DIRECTORS MEETING FOR APPROVAL PRIOR TO FILING. SUBSEQUENT TO REVIEW, THE CHAIRMAN OF THE AUDIT COMMITTEE WILL INFORM THE COMPLETE BOARD OF DIRECTORS OF THE PROCEEDINGS AND OUTCOME.
FORM 990, PART VI, SECTION B, LINE 12C:	EXPLANATION: ALL DIRECTORS ARE REQUESTED TO ATTEST THAT THEY ARE FREE OF ANY CONFLICTS OF INTEREST.
FORM 990, PART VI, SECTION B, LINE 15:	EXPLANATION: AN INDEPENDENT COMPENSATION COMMITTEE DETERMINES COMPENSATION FOR ALL EMPLOYEES OF THE COMPANY. THE COMPENSATION COMMITTEE ENGAGES AN OUTSIDE CONSULTANT TO PROVIDE RECOMMENDATIONS BASED ON COMPARABLE PAY INFORMATION AS WELL.
FORM 990, PART VI, SECTION C, LINE 19:	EXPLANATION: THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST BY AN APPROPRIATE PARTY.
FORM 990, PART XII, LINE 2C:	EXPLANATION: THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Cotton Incorporated

Employer identification number

62-0786018

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)Trolinder Trust Fund 6399 Weston Parkway Cary,NC27513 30-6017258	Cotton biotec	NC	501(c)(3)	LINE 11c	NA		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

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) 2019

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) ......................

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

Yes

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) ...................

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

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

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

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

Schedule R (Form 990) 2019

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) 2019

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) 2019

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to separately file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A; don't file with Form 990). . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If “Yes,” the organization may be required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621) .	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships (see Instructions for Form 8865). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to separately file Form 5713, International Boycott Report (see Instructions for Form 5713; don't file with Form 990).. . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No