2014-08-08T14:24:42-05:00 2013-12-31 135381590 BDO USA LLP 7101 WISCONSIN AVE SUITE 800 BETHESDA MD 208144827 990 2013-01-01 620786018 COTTON INCORPORATED COTT 9196782220 6399 WESTON PARKWAY CARY NC 27513 DAVID BYRD SENIOR VP AND CFO 9196782220 2014-08-08 1 MICHAEL SORRELLS CPA P00001737 3016544900 2013 2015-11-30 17:44:51Z DAVID BYRD 6399 WESTON PARKWAY CARY NC 27513 81118420 0 X WWW.COTTONINC.COM X 1967 TN 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. 105 105 154 105 0 0 78845852 81118420 0 0 -3540 -29235 0 0 78842312 81089185 457941 401121 0 0 15720956 12912285 0 0 0 60336419 62306142 76515316 75619548 2326996 5469637 17950193 17196759 18987959 12764888 -1037766 4431871 X 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. 0 0 CONSUMER MARKETING PROGRAM SERVICE USED A DIVERSIFIED PORTFOLIO OF COMMUNICATION VEHICLES TO PROMOTE THE AWARENESS OF COTTON THROUGH ADVERTISING, STRATEGIC ALLIANCES, AND PUBLIC RELATION ACTIVITIES. ADVERTISING CONTINUED TO CREATE NEW THE FABRIC OF MY LIFE (R) TELEVISION COMMERCIALS AND RELATED INTERNET PROPERTIES AS WELL AS TRADE ADVERTISING EXTOLLING THE BENEFITS OF COTTON AS A TEXTILE AND NON-WOVENS FIBER. ADVERTISING ALSO PROMOTED A TRADE FOCUSED MARKETING CAMPAIGN CALLED COTTON OR NOTHING. STRATEGIC ALLIANCES CONDUCTED COTTON'S 24 HOUR RUNWAY SHOW, SENDING 1,400 COTTON LOOKS DOWN A RUNWAY THAT WAS LIVESTREAMED. (SEE SCHEDULE O FOR CONTINUATION.) GLOBAL SUPPLY CHAIN MARKETING'S COTTON MANAGEMENT SYSTEM TEAM PROVIDES COTTON SPINNERS WITH THE TOOLS NEEDED TO PUT THE RIGHT COTTON IN THE RIGHT PLACE AT THE RIGHT TO TIME TO OPTIMIZE MANUFACTURING PROCESSES. MILLNET(R) WAS UPDATED FOR CHANGES IN USER NEEDS AND COTTON MARKETS. THE CUSTOMER SERVICE GROUP MADE MORE THAN 50 MILL VISITS FOR THIS SOFTWARE'S MAINTENANCE - INSTALLING UPDATES AND PROVIDING TRAINING. WE ALSO MADE 4 NEW INSTALLATIONS WITH NEW CUSTOMERS. THE TEAM ALSO HOSTED THE COTTON COMPETITIVENESS CONFERENCE: CULTIVATING SUCCESS IN A GLOBAL MARKET WHICH HAD MORE THAN 100 ATTENDEES FROM 67 COMPANIES. THIS CONFERENCE FOCUSED ON COMPETITIVENESS THROUGHOUT THE SUPPLY CHAIN. (SEE SCHEDULE O FOR CONTINUATION.) AGRICULTURAL RESEARCH ALLOCATED MUCH OF ITS RESOURCES TOWARD LONG TERM RESEARCH ON GOALS RELATED TO IMPROVING GROWER PROFIT AND EFFICIENCY, BOTH IN TERMS OF ENVIRONMENTAL FOOTPRINT AND ECONCOMIC INPUT. WORKSHOPS, SEMINARS, AND GUIDES PLAY A ROLE IN THE DISSEMINATION OF RESEARCH SUPPORTED BY THE PROGRAM. THE PROGRAM PARTNERED WITH THE PLANT MANAGEMENT NETWORK TO PROVIDE ON DEMAND WEBCASTS FOR GROWERS ON VARIOUS TOPICS AS WELL. RESEARCH AND DEVELOPMENT. CORPORATE SERVICES. 0 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 178 0 1 154 1 0 1 CH HK JA MX 0 0 0 0 X 105 105 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 TN NC NY X DAVID BYRD 9196782220 6399 WESTON PARKWAY CARY NC 27513 BUDDY ALLEN BOARD MEMBER 1.00 X 0 0 0 ALBERT ANDEL BOARD MEMBER 1.00 X 0 0 0 LLOYD ARTHUR BOARD MEMBER 1.00 X 0 0 0 COLEY BAILEY BOARD MEMBER 1.00 X 0 0 0 RICKEY BEARDEN BOARD MEMBER 1.00 X 0 0 0 ALLEN BELOW BOARD MEMBER 1.00 X 0 0 0 MARVIN BEYER BOARD MEMBER 1.00 X 0 0 0 FRANKIE BEZNER BOARD MEMBER 1.00 X 0 0 0 CARL BROWN BOARD MEMBER 1.00 X 0 0 0 TIM BURCH BOARD MEMBER 1.00 X 0 0 0 ANDREW BURLSON BOARD MEMBER 1.00 X 0 0 0 JOE BURNS BOARD MEMBER 1.00 X 0 0 0 CHUCK BUSS BOARD MEMBER 1.00 X 0 0 0 LINK CARLTON BOARD MEMBER 1.00 X 0 0 0 STEVEN CLAY BOARD MEMBER 1.00 X 0 0 0 RON COLEY BOARD MEMBER 1.00 X 0 0 0 JASON CONDREY BOARD MEMBER 1.00 X 0 0 0 JOHNNY CRAWFORD BOARD MEMBER 1.00 X 0 0 0 LEE CROMLEY BOARD MEMBER 1.00 X 0 0 0 JERRY DAVIS BOARD MEMBER 1.00 X 0 0 0 HUGH DOLLAR BOARD MEMBER 1.00 X 0 0 0 STEVE DROKE BOARD MEMBER 1.00 X 0 0 0 DAVID DUNLOW BOARD MEMBER 1.00 X 0 0 0 PHILIP EDWARDS BOARD MEMBER 1.00 X 0 0 0 ROBERT ENGLERT BOARD MEMBER 1.00 X 0 0 0 JASON FELTON BOARD MEMBER 1.00 X 0 0 0 JIM FERGUSON BOARD MEMBER 1.00 X 0 0 0 RICHARD GAONA BOARD MEMBER 1.00 X 0 0 0 KENDALL GARRAWAY BOARD MEMBER 1.00 X 0 0 0 JEREMY GAY BOARD MEMBER 1.00 X 0 0 0 RONNIE GERIK BOARD MEMBER 1.00 X 0 0 0 KC GINGG BOARD MEMBER 1.00 X 0 0 0 BB GRIFFIN VICE CHAIRMAN 1.00 X X 0 0 0 HANK HADDOCK BOARD MEMBER 1.00 X 0 0 0 DAHLEN HANCOCK TREASURER 1.00 X X 0 0 0 JAY HARDWICK CHAIRMAN 1.00 X X 0 0 0 MYRON HAWES BOARD MEMBER 1.00 X 0 0 0 ART HEIDEN BOARD MEMBER 1.00 X 0 0 0 CRAIG HEINRICH BOARD MEMBER 1.00 X 0 0 0 EDDY HERM BOARD MEMBER 1.00 X 0 0 0 GERRY HILBERS BOARD MEMBER 1.00 X 0 0 0 MIKE HUGHES BOARD MEMBER 1.00 X 0 0 0 JEFF HUX BOARD MEMBER 1.00 X 0 0 0 JAMES JOHNSON BOARD MEMBER 1.00 X 0 0 0 BERNIE JORDAN BOARD MEMBER 1.00 X 0 0 0 JOHN KING BOARD MEMBER 1.00 X 0 0 0 DONNY LASSITER BOARD MEMBER 1.00 X 0 0 0 CHUCK LEE BOARD MEMBER 1.00 X 0 0 0 RONNIE LEE BOARD MEMBER 1.00 X 0 0 0 JOHN LINDAMOOD BOARD MEMBER 1.00 X 0 0 0 STEPHEN LOGAN BOARD MEMBER 1.00 X 0 0 0 LAWRENCE LONG BOARD MEMBER 1.00 X 0 0 0 JIM MASSEY BOARD MEMBER 1.00 X 0 0 0 DANNY MAY BOARD MEMBER 1.00 X 0 0 0 GREGG MAYBERRY BOARD MEMBER 1.00 X 0 0 0 BILL MCGOUGAN BOARD MEMBER 1.00 X 0 0 0 ALLEN MCLAURIN BOARD MEMBER 1.00 X 0 0 0 WELDON MELTON BOARD MEMBER 1.00 X 0 0 0 CANNON MICHAEL BOARD MEMBER 1.00 X 0 0 0 BOB MILLER BOARD MEMBER 1.00 X 0 0 0 BRADY MIMMS BOARD MEMBER 1.00 X 0 0 0 TRAVIS MIRES BOARD MEMBER 1.00 X 0 0 0 VAN MURPHY BOARD MEMBER 1.00 X 0 0 0 BRENT NELSON BOARD MEMBER 1.00 X 0 0 0 BILL NETHERLIN BOARD MEMBER 1.00 X 0 0 0 JOHN NEWBY BOARD MEMBER 1.00 X 0 0 0 MARK NICHOLS BOARD MEMBER 1.00 X 0 0 0 HERRICK NORCROSS BOARD MEMBER 1.00 X 0 0 0 JOHN OLSON BOARD MEMBER 1.00 X 0 0 0 DAVIS OWEN BOARD MEMBER 1.00 X 0 0 0 LYALL PACHECO BOARD MEMBER 1.00 X 0 0 0 MIKE PATSCHKE BOARD MEMBER 1.00 X 0 0 0 DAVID PEARSON BOARD MEMBER 1.00 X 0 0 0 GLEN PHIPPS BOARD MEMBER 1.00 X 0 0 0 TERRY POLLARD BOARD MEMBER 1.00 X 0 0 0 DIANN PRECHEL BOARD MEMBER 1.00 X 0 0 0 CHUCK PROVANCE BOARD MEMBER 1.00 X 0 0 0 DARRYL QUIGLEY BOARD MEMBER 1.00 X 0 0 0 JOHNIE REED BOARD MEMBER 1.00 X 0 0 0 NATHAN REED BOARD MEMBER 1.00 X 0 0 0 DANNY ROBBINS BOARD MEMBER 1.00 X 0 0 0 GILL ROGERS BOARD MEMBER 1.00 X 0 0 0 LARRY SAYES BOARD MEMBER 1.00 X 0 0 0 HARVEY SCHROEDER BOARD MEMBER 1.00 X 0 0 0 ERIC SEIDENBERGER BOARD MEMBER 1.00 X 0 0 0 VANCE SHOAF BOARD MEMBER 1.00 X 0 0 0 LEWIE JOE SMITH BOARD MEMBER 1.00 X 0 0 0 SAM SPARKS BOARD MEMBER 1.00 X 0 0 0 CHARLES SPEAKE BOARD MEMBER 1.00 X 0 0 0 AL SPINKS BOARD MEMBER 1.00 X 0 0 0 LARRY STARRH BOARD MEMBER 1.00 X 0 0 0 STEVE STEVENS BOARD MEMBER 1.00 X 0 0 0 RAMEY STILES BOARD MEMBER 1.00 X 0 0 0 MARTIN STOERNER BOARD MEMBER 1.00 X 0 0 0 TUTT SULLIVAN BOARD MEMBER 1.00 X 0 0 0 GARY TIDWELL BOARD MEMBER 1.00 X 0 0 0 PHIL VANDIVER BOARD MEMBER 1.00 X 0 0 0 BRUCE VAUGHN BOARD MEMBER 1.00 X 0 0 0 WILL WADE BOARD MEMBER 1.00 X 0 0 0 BOB WALKER BOARD MEMBER 1.00 X 0 0 0 MARK WATTE SECRETARY 1.00 X X 0 0 0 STEWART WEAVER BOARD MEMBER 1.00 X 0 0 0 CLINT WEBB BOARD MEMBER 1.00 X 0 0 0 LANCE WHITEHEAD BOARD MEMBER 1.00 X 0 0 0 STEVE WILBUR BOARD MEMBER 1.00 X 0 0 0 J BERRYE WORSHAM PRESIDENT AND CEO 40.00 X 533579 0 141331 DAVID BYRD SR. VP AND CFO 40.00 X 228794 0 75407 JOHN MORGANS VP ADMINISTRATION 40.00 X 180221 0 67945 RICHMOND HENDEE SR. VP CONSUMER MKTG. 40.00 X 238683 0 92215 KATER HAKE VP AGRICULTURE/ENVIRONMENT. 40.00 X 232620 0 108264 MARK MESSURA SR. VP GLOBAL SUPPLY CHAIN 40.00 X 242835 0 94517 ROBERT TYNDALL VP PROD DEV & IMPLEM. 40.00 X 166317 0 56618 MICHAEL WATSON VP FIBER COMPETITION 40.00 X 170743 0 65689 JOHN CHIAVACCI CHIEF TECHNOLOGY OFFICER 40.00 X 140023 0 57068 KIMBERLY S KITCHINGS V.P., CORP. STRATEGY 40.00 X 139924 0 60323 ROBERT NICHOLS SR. DIR., AG/ENVIR RESEARCH 40.00 X 138399 0 53723 EDWARD BARNES SR. DIR., AG/ENVIR RESEARCH 40.00 X 137606 0 50302 2549744 0 923402 34 0 1 0 O'ROURKE GROUP PARTNERS 109 N DERBY AVENUE VENTNOR NJ 08406 CONSULTING SERVICES 166000 DON BAILEY 7620 ROCK QUARRY RD RALEIGH NC 27610 IMPORTER SUPPORT CONSULTANT 119544 BDO USA 5430 WADE PARK BLVD SUITE 300 RALEIGH NC 27607 AUDIT AND TAX 109742 DENTONS US LLP 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020 LEGAL 100645 FULL PICTURE LLC 915 BROADWAY 20TH FLOOR NEW YORK NY 10010 PUBLIC RELATIONS SERVICES 100590 6 81118420 81118420 29235 -29235 -29235 -29235 81089185 0 0 -29235 401121 2370210 11168261 -3358685 1904219 828280 3684029 192645 172914 341058 1967206 26270237 588296 559860 1737677 3038784 2178931 1454760 294005 RESEARCH AND PROMOTION 14660941 SPONSORSHIP 1651606 GRAPHIC ARTS 1021754 MAINTENANCE 959499 1531940 75619548 2935 2777 12305213 2437166 878116 9032427 998544 979457 18287095 13946332 3765385 4340763 404169 17950193 17196759 14132051 12464644 197759 147965 4658149 152279 18987959 12764888 X -1037766 4431871 -1037766 4431871 17950193 17196759 5469637 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2341785 1447794 893991 13848255 11019522 2828733 2097055 1479016 618039 4340763 DEFERRED LEASE OBLIGATION 152279 152279 X 83305158 2186738 2186738 81118420 -29235 -29235 81089185 77835521 2186738 29235 2215973 75619548 0 75619548 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. THERE WAS NO UNRELATED BUSINESS INCOME EARNED DURING THE YEARS ENDED DECEMBER 31, 2013 AND 2012, AND THUS, NO PROVISION FOR INCOME TAXES HAS BEEN MADE. 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. MANAGEMENT BELIEVES THAT THERE WERE NO UNCERTAIN TAX POSITIONS THAT MET THE RECOGNITION THRESHOLD IN 2013 OR 2012. THE COMPANY'S TAX RETURNS ARE OPEN FOR EXAMINATION FOR YEARS 2010 THROUGH 2012. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS ON DISPOSAL OF FIXED ASSETS -29,235. PART XII, LINE 2D - OTHER ADJUSTMENTS: LOSS ON DISPOSAL OF FIXED ASSETS 29,235. EAST ASIA AND THE PACIFIC 3 16 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 6049519 NORTH AMERICA 1 2 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 1072999 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 1462537 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 16929 4 18 0 0 4 18 8601984 0 8601984 0 0 0 0 0 0 1 RESEARCH 7 401121 PART I, LINE 2: 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. X 1 1 X X 0 0 0 J BERRYE WORSHAM PRESIDENT AND CEO 457105 0 37000 0 39474 0 107950 0 33381 0 674910 0 0 0 DAVID BYRD SR. VP AND CFO 202405 0 19907 0 6482 0 54040 0 21367 0 304201 0 0 0 JOHN MORGANS VP ADMINISTRATION 160105 0 16856 0 3260 0 41893 0 26052 0 248166 0 0 0 RICHMOND HENDEE SR. VP CONSUMER MKTG. 206405 0 17030 0 15248 0 60180 0 32035 0 330898 0 0 0 KATER HAKE VP AGRICULTURE/ENVIRONMENT. 203605 0 19265 0 9750 0 68139 0 40125 0 340884 0 0 0 MARK MESSURA SR. VP GLOBAL SUPPLY CHAIN 215978 0 20509 0 6348 0 60390 0 34127 0 337352 0 0 0 ROBERT TYNDALL VP PROD DEV & IMPLEM. 148296 0 12256 0 5765 0 41966 0 14652 0 222935 0 0 0 MICHAEL WATSON VP FIBER COMPETITION 152905 0 12687 0 5151 0 42339 0 23350 0 236432 0 0 0 JOHN CHIAVACCI CHIEF TECHNOLOGY OFFICER 126637 0 9707 0 3679 0 37562 0 19506 0 197091 0 0 0 KIMBERLY S KITCHINGS V.P., CORP. STRATEGY 126105 0 12804 0 1015 0 30905 0 29418 0 200247 0 0 0 ROBERT NICHOLS SR. DIR., AG/ENVIR RESEARCH 120901 0 10026 0 7472 0 34472 0 19251 0 192122 0 0 0 EDWARD BARNES SR. DIR., AG/ENVIR RESEARCH 126161 0 8221 0 3224 0 31007 0 19295 0 187908 0 0 0 PART I, LINE 1A THE COMPANY REQUIRES BUSINESS CLASS TICKETS TO BE PURCHASED FOR TRAVEL TO CERTAIN REGIONS OF THE GLOBE. WHEN THESE TICKETS ARE PURCHASED, FIRST CLASS IS INCLUDED FOR ALL U.S. CONNECTING FLIGHTS. FORM 990, PART III, LINE 4A: LINE 4A CONTINUATION OF PROGRAM SERVICE ACCOMPLISHMENTS: STRATEGIC ALLIANCES BLUE JEANS GO GREEN (TM) DENIM RECYCLING PROGRAM REACHED ITS 1 MILLIONTH CUMULATIVE COLLECTED PIECE DURING THE YEAR FROM THIS CAMPAIGN THAT STATED IN 2006. AN AUCTION OF CELEBRITY JEANS WAS HELD ALONG WITH PARTNERING IN DRIVES WITH BUSINESSES AND COLLEGES. PUBLIC RELATIONS WORKED TOWARD THE PROMOTION OF WORK OF ALL OF COTTON INCORPORATED'S DIVISIONS AND TO ELEVATE THE PERCEPTION OF COTTON AND THE COTTON INDUSTRY. THE CORPORATE STRATEGY & PROGRAM METRICS DIVISION (CSPM) FOCUSED ON PROMOTING CORPORATE INNOVATION IN ORDER TO BETTER MAKE THE CASE FOR COTTON. CSPM ASSESSED MARKET DATA TO UNDERSTAND COTTON'S COMPETITIVE POSITION, INFLUENCE PRODUCT EFFORTS, AND PROMOTE COTTON RICH PRODUCTS. THIS INCLUDED A MARKETING EFFORT TO PROVIDE MARKET INTELLIGENCE TO THE SUPPLY CHAIN PROMOTING THE CONTINUED NEED FOR COTTON IN APPAREL RATHER THAN SUBSTITUTING FOR IT. INCLUDED IN THIS WAS THE CUSTOMER COMMENTS RESEARCH TM STUDY WHICH REVIEWED 25 KEY RETAIL WEBSITES SHOWING THAT CONSUMERS ARE NOTING THE SWITCH FROM COTTON AND ARE LARGELY UNHAPPY WITH IT. CSPM ALSO OVERSAW THE LIFESTYLE MONITOR TM SURVEY AND THE RETAIL MONITOR TM SURVEY. CSPM ALSO FOCUSED ON CORPORATE STRATEGY WITH KEY PROJECTS IN ADVERTISING TRACKING OF THE CURRENT COMPANY CAMPAIGN, A NONWOVENS FOCUS GROUP, AND COLLABORATION WITH AN OUTSIDE COMPANY FOR VARIOUS CONSUMER SURVEYS. CSPM ALSO CONTINUED ITS WORK IN SUSTAINABILITY ACTIVITIES AND ISSUANCE OF EIGHT SUPPLY CHAIN INSIGHTS, MONTHLY ECONOMIC REPORTS, AND OTHER INDUSTRY ITEMS. FORM 990, PART III, LINE 4B: LINE 4B CONTINUATION OF PROGRAM SERVICE ACCOMPLISHMENTS: THE SUPPLY CHAIN MANAGEMENT TEAM PARTICIPATED IN INDUSTRY EVENTS, TRADESHOWS AND MEETING WITH ACCOUNTS IN MORE THAN 30 COUNTRIES. THE COTTON LEADS (TM) PROGRAM WAS LAUNCHED IN CONJUNCTION WITH 6 OTHER FOUNDING ORGANIZATIONS TO PROMOTE RESPONSIBLE COTTON PRODUCTION TO THE WORLD. WE HAVE SIGNED 30 COMPANIES AS PARTNERS IN THE PROGRAM, RECOGNIZING THE PRINCIPLES OF RESPONSIBLE PRODUCTION AND COMMITMENT TO CONTINUED IMPROVEMENT. FARM TOURS WERE ALSO HELD FOR RETAILERS AND BRANDS IN AN EFFORT TO EDUCATE DECISION MAKERS IN THE SUPPLY CHAIN ABOUT COTTON PRODUCTION. THE EVENT INCLUDED 62 ATTENDEES AND 30 COMPANIES. SUPPLY CHAIN MANAGEMENT ALSO CONDUCTED RETAIL WORKSHOPS, GREW COTTON UNIVERSITY TM TO MORE THAN 5,000 MEMBERS, SPONSORED THE DENIM BY PV TRADESHOW, AND CONDUCTED VARIOUS SEMINARS AND JOINED IN VARIOUS EVENTS IN AN EFFORT TO FURTHER INFLUENCE THE SUPPLY CHAIN TOWARD USING COTTON. FORM 990, PART VI, SECTION B, LINE 11 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 ALL DIRECTORS ARE REQUIRED TO ATTEST THAT THEY ARE FREE OF ANY CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 AN INDEPENDENT COMPENSATION COMMITTEE DETERMINES COMPENSATION FOR ALL EMPLOYEES OF THE COMPANY. MINUTES OF THEIR MEETINGS ARE MAINTAINED. FORM 990, PART VI, SECTION C, LINE 19 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 THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. FORM 990, PART IX, LINE 8: SIGNIFICANT ASSUMPTION CHANGES EMPLOYED IN OUR PENSION LIABILITY CALCULATION AS WELL AS PLAN SETTLEMENTS THAT OCCURRED DURING 2013 RESULTED IN A SIGNIFICANT GAIN. THEREFORE, PART IX, LINE 8, PENSION EXPENSE, IS A NEGATIVE AMOUNT.