SENIOR VP AND CFO

2012-08-09T09:09:01-05:00 2011-12-31 135381590 BDO USA LLP 7101 WISCONSIN AVE SUITE 800 BETHESDA MD 208144827 990 2011-01-01 620786018 COTTON INCORPORATED COTT 9196782220 6399 WESTON PARKWAY CARY NC 27513 DAVID BYRD SENIOR VP AND CFO 9196782220 2012-08-09 1 MICHAEL SORRELLS CPA P00001737 3016544900 2011 2016-02-24 21:20:13Z DAVID BYRD 6399 WESTON PARKWAY CARY NC 27513 70793669 0 X WWW.COTTONINC.COM X 1967 TN FROM AGRICULTURAL, FIBER AND TEXTILE RESEARCH, MARKET INFORMATION AND TECHNICAL SERVICES TO ADVERTISING AND PUBLIC RELATIONS, FASHION FORECASTS AND RETAIL PROMOTIONS, WE KEEP ONE GOAL IN MIND: TO ENSURE THAT COTTON REMAINS THE FIRST CHOICE AMONG CONSUMERS IN APPAREL AND HOME PRODUCTS. 120 120 165 120 0 0 66032153 70793669 0 0 0 0 0 0 66032153 70793669 0 126786 0 0 16787328 18448691 0 0 0 49747277 53736298 66534605 72311775 -502452 -1518106 12925862 12425003 14772518 15789765 -1846656 -3364762 X FROM AGRICULTURAL, FIBER AND TEXTILE RESEARCH, MARKET INFORMATION AND TECHNICAL SERVICES TO ADVERTISING AND PUBLIC RELATIONS, FASHION FORECASTS AND RETAIL PROMOTIONS, WE KEEP ONE GOAL IN MIND: TO ENSURE THAT COTTON REMAINS THE FIRST CHOICE AMONG CONSUMERS IN APPAREL AND HOME PRODUCTS. 0 0 CONSUMER MARKETING PROGRAM SERVICE CONTINUED TO USE A DIVERSIFIED PORTFOLIO OF COMMUNICATION VEHICLES TO PROMOTE THE AWARENESS OF COTTON. GLOBAL SUPPLY CHAIN MARKETING WORKED WITH COMPANIES, ORGANIZATIONS AND ASSOCIATIONS IN THE WORLD SUPPLY CHAINS FOR FIBER PRODUCTS WITH THE OBJECTIVE OF INFLUENCING THE USE OF COTTON FIBER IN PRODUCTS. THIS PROGRAM SERVICE WORKS TOWARD KEEPING THE INDUSTRY AWARE OF THE LATEST ADVANCES IN COTTON. IT OFFERS TECHNICAL GUIDANCE, INNOVATIONS, TESTING AND MARKETING KNOWLEDGE TO COTTON BUSINESSES. ADDITIONALLY, THIS PROGRAM SERVICE DEVELOPS AND DISTRIBUTES SOFTWARE SOLUTIONS THAT CONTRIBUTE TO EFFICIENCIES IN COTTON FIBER INVENTORY MANAGEMENT AND ALLOCATION DECISION MAKING. AGRICULTURAL RESEARCH SUPPORTED THE U.S. COTTON INDUSTRY THROUGH ITS FIELD AND LABORATORY RESEARCH. THE PROGRAM SERVICE CONTINUED TO CREATE NEW INNOVATIONS IN COTTON AND SHARE THEM WITH BOTH THE PUBLIC AND PRIVATE SECTORS. IT ALSO BEGAN THE DEVELOPMENT OF A NEW COTTON DATABASE THAT IS JOINTLY FUNDED BY THE USDA-ARS WHICH WILL FUNCTION AS A DATA DEPOSITORY FOR GENOMIC, GENETIC AND BREEDING INFORMATION. CORPORATE SERVICES PRODUCT 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 0 1 155 0 1 165 1 0 1 CH HK MX JA 0 0 0 0 X 120 120 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 STEVEN ALSABROOK BOARD MEMBER 1.00 X 0 0 0 HARRIS ARMOUR BOARD MEMBER 1.00 X 0 0 0 LLOYD ARTHUR BOARD MEMBER 1.00 X 0 0 0 COLEY BAILEY JR BOARD MEMBER 1.00 X 0 0 0 ROY BAXLEY BOARD MEMBER 1.00 X 0 0 0 RICKEY BEARDEN BOARD CHAIRMAN 1.00 X X 0 0 0 ALLEN BELOW BOARD MEMBER 1.00 X 0 0 0 MARVIN BEYER JR BOARD MEMBER 1.00 X 0 0 0 FRANK BEZNER JR BOARD MEMBER 1.00 X 0 0 0 KENNETH BICKLEY BOARD MEMBER 1.00 X 0 0 0 KEITH BRAM BOARD MEMBER 1.00 X 0 0 0 LAUDIES BRANTLEY BOARD MEMBER 1.00 X 0 0 0 JAMES BROOKS BOARD MEMBER 1.00 X 0 0 0 CARL BROWN JR BOARD MEMBER 1.00 X 0 0 0 JAMES BROWN BOARD MEMBER 1.00 X 0 0 0 CLAUDE BUNDRICK BOARD MEMBER 1.00 X 0 0 0 TIM BURCH BOARD MEMBER 1.00 X 0 0 0 JOE BURNS BOARD MEMBER 1.00 X 0 0 0 STEVEN CLAY BOARD MEMBER 1.00 X 0 0 0 DANNY CLAYTON BOARD MEMBER 1.00 X 0 0 0 RONALD COLEY BOARD MEMBER 1.00 X 0 0 0 JASON CONDREY BOARD MEMBER 1.00 X 0 0 0 KEITH CORZINE BOARD MEMBER 1.00 X 0 0 0 KEVIN CRAFT BOARD MEMBER 1.00 X 0 0 0 JOHNNY CRAWFORD BOARD MEMBER 1.00 X 0 0 0 JOHN CROMLEY BOARD MEMBER 1.00 X 0 0 0 JERRY DAVIS BOARD MEMBER 1.00 X 0 0 0 WADE DEERMAN BOARD MEMBER 1.00 X 0 0 0 JABY DENTON BOARD MEMBER 1.00 X 0 0 0 STEVEN DROKE BOARD MEMBER 1.00 X 0 0 0 DAVID DUNLOW BOARD MEMBER 1.00 X 0 0 0 PHILIP EDWARDS III BOARD MEMBER 1.00 X 0 0 0 ROBERT ENGLERT BOARD MEMBER 1.00 X 0 0 0 RICHARD FELTON BOARD MEMBER 1.00 X 0 0 0 SCOTT FULLEN BOARD MEMBER 1.00 X 0 0 0 KENDALL GARRAWAY BOARD MEMBER 1.00 X 0 0 0 JAMES GAY BOARD MEMBER 1.00 X 0 0 0 RONNIE GERIK BOARD MEMBER 1.00 X 0 0 0 KENNETH GINGG BOARD MEMBER 1.00 X 0 0 0 BURGES GRIFFIN SECRETARY 1.00 X X 0 0 0 WILLIAM HADDOCK III BOARD MEMBER 1.00 X 0 0 0 DAHLEN HANCOCK BOARD MEMBER 1.00 X 0 0 0 JON HARDWICK VICE CHAIRMAN 1.00 X X 0 0 0 MYRON HAWES BOARD MEMBER 1.00 X 0 0 0 CHARLES HEFFINGTON 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 GERALD HILBERS BOARD MEMBER 1.00 X 0 0 0 MIKE HUGHES BOARD MEMBER 1.00 X 0 0 0 ROBERT HULL BOARD MEMBER 1.00 X 0 0 0 JEFF HUX BOARD MEMBER 1.00 X 0 0 0 NEAL ISBELL BOARD MEMBER 1.00 X 0 0 0 BERNARD JORDAN JR BOARD MEMBER 1.00 X 0 0 0 DANFORD JOSEY III BOARD MEMBER 1.00 X 0 0 0 GEORGE KING 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 RONALD 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 FRANK LYONS BOARD MEMBER 1.00 X 0 0 0 SHERMAN MARSH BOARD MEMBER 1.00 X 0 0 0 JAMES MASSEY BOARD MEMBER 1.00 X 0 0 0 HAROLD MAY BOARD MEMBER 1.00 X 0 0 0 GREGG MAYBERRY BOARD MEMBER 1.00 X 0 0 0 JAMES MCGOUGAN BOARD MEMBER 1.00 X 0 0 0 WELDON MELTON BOARD MEMBER 1.00 X 0 0 0 PETER MICHAEL 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 PERCY MORRIS BOARD MEMBER 1.00 X 0 0 0 DANNIE MORRIS BOARD MEMBER 1.00 X 0 0 0 BRENT NELSON BOARD MEMBER 1.00 X 0 0 0 MARSHALL NEWTON BOARD MEMBER 1.00 X 0 0 0 JESS NICHOLS BOARD MEMBER 1.00 X 0 0 0 HERRICK NORCROSS III BOARD MEMBER 1.00 X 0 0 0 JOHN OLSON III BOARD MEMBER 1.00 X 0 0 0 NORMAN OWEN BOARD MEMBER 1.00 X 0 0 0 LEON PARKER BOARD MEMBER 1.00 X 0 0 0 MILTON PARRISH BOARD MEMBER 1.00 X 0 0 0 MICHAEL PATSCHKE BOARD MEMBER 1.00 X 0 0 0 HARRY PATTON III BOARD MEMBER 1.00 X 0 0 0 DAVID PEARSON BOARD MEMBER 1.00 X 0 0 0 SCHLEY PERRY JR 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 CHARLES PROVANCE JR BOARD MEMBER 1.00 X 0 0 0 BERNARD PUSTEJOVSKY BOARD MEMBER 1.00 X 0 0 0 DARRYL QUIGLEY BOARD MEMBER 1.00 X 0 0 0 NATHAN REED BOARD MEMBER 1.00 X 0 0 0 JOHNIE REED BOARD MEMBER 1.00 X 0 0 0 DANNY ROBBINS BOARD MEMBER 1.00 X 0 0 0 WILLIAM ROBERTSON JR BOARD MEMBER 1.00 X 0 0 0 BRIAN ROBINSON BOARD MEMBER 1.00 X 0 0 0 LARRY SAYES BOARD MEMBER 1.00 X 0 0 0 HARRY SCHROEDER BOARD MEMBER 1.00 X 0 0 0 ERIC SEIDENBERGER BOARD MEMBER 1.00 X 0 0 0 CLYDE SHARP BOARD MEMBER 1.00 X 0 0 0 TED SHEELY BOARD MEMBER 1.00 X 0 0 0 SAMUEL SIMMONS BOARD MEMBER 1.00 X 0 0 0 RICHARD SLADE BOARD MEMBER 1.00 X 0 0 0 STEVE SOSSAMAN BOARD MEMBER 1.00 X 0 0 0 SAM SPARKS BOARD MEMBER 1.00 X 0 0 0 AL SPINKS BOARD MEMBER 1.00 X 0 0 0 SAM SPRUELL BOARD MEMBER 1.00 X 0 0 0 LAWRENCE STARRH BOARD MEMBER 1.00 X 0 0 0 CB STEVENS BOARD MEMBER 1.00 X 0 0 0 EARL STILES BOARD MEMBER 1.00 X 0 0 0 MARTIN STOERNER BOARD MEMBER 1.00 X 0 0 0 WARREN SULLIVAN BOARD MEMBER 1.00 X 0 0 0 GUY TEETER BOARD MEMBER 1.00 X 0 0 0 CRAIG THARP 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 MICHAEL VAUGHN BOARD MEMBER 1.00 X 0 0 0 ROBERT WALKER BOARD MEMBER 1.00 X 0 0 0 MARK WATTE TREASURER 1.00 X X 0 0 0 WILLIAM WEAVER BOARD MEMBER 1.00 X 0 0 0 JAMES WEBB BOARD MEMBER 1.00 X 0 0 0 STEPHEN WILBUR BOARD MEMBER 1.00 X 0 0 0 DONNA WINTERS BOARD MEMBER 1.00 X 0 0 0 RONALD WOODS BOARD MEMBER 1.00 X 0 0 0 FARRIS WREN JR BOARD MEMBER 1.00 X 0 0 0 JULIUS WORSHAM PRESIDENT AND CEO 40.00 X 476769 0 111934 DAVID BYRD SR. VP AND CFO 40.00 X 205197 0 57890 JOHN MORGANS VP ADMINISTRATION 40.00 X 151867 0 48293 KATER HAKE VP AGRICULTURE 40.00 X 211103 0 75500 RICHMOND HENDEE SR. VP CONSUMER MKTG. 40.00 X 218020 0 72858 MARK MESSURA EX.VP GLOBAL PROD.SUPPLY C 40.00 X 217577 0 67355 MICHAEL TYNDALL VP PROD DEV & IMPLEM. 40.00 X 155467 0 49227 MICHAEL WATSON VP FIBER COMPETITION 40.00 X 160154 0 51454 PAULA ROSARIO VP STRATEGIC SERVICES 40.00 X 144517 0 31476 PATRICIA O'LEARY SR. DIR. AGRIC. RESEARCH 40.00 X 133075 0 38512 ROBERT NICHOLS SR. DIR. AG/ENVIR RESEARCH 40.00 X 127331 0 49513 WENTAO ZHENG TEXTILE DATA SYSTEMS ENGINEER 40.00 X 129311 0 25270 2330388 0 679282 30 0 1 0 ANDREA SAMBER 17004 BRIDGETON LANE HUNTERSVILLE NC 28078 STRATEGIC ALLIANCES CONSULTANT 134077 BDO USA 5430 WADE PARK BLVD SUITE 300 RALEIGH NC 27607 AUDIT AND TAX 118359 DON BAILEY 7620 ROCK QUARRY ROAD RALEIGH NC 27610 IMPORTER SUPPORT CONSULTANT 117188 SNR DENTON 233 WAKER DRIVE 7800 CHICAGO IL 60606 LEGAL 116333 MG CAPITAL MAINTENANCE 110 PHEASANT WOOD CT MORRISVILLE NC 27560 BUILDING MAINTENANCE 105510 6 70793669 70793669 70793669 0 0 0 126786 3366321 9159712 3455960 1704855 761843 2810889 253029 114159 328973 2552787 21456218 698093 539406 1791042 2935836 3230222 3243 1169353 289414 RESEARCH AND PROMOTION 11926294 MAINTENANCE 865605 SPONSORSHIP 493572 2278163 72311775 3764 3857 8470570 7467065 837944 920788 844003 838789 17116132 13921628 2769581 3194504 12925862 12425003 10288488 9368527 294036 283891 4189994 6137347 14772518 15789765 X -1846656 -3364762 -1846656 -3364762 12925862 12425003 -1518106 0 X X 0 1 1 X 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1748039 858124 889915 13661885 11616542 2045343 1706208 1446962 259246 3194504 ACCRUED PENSION COST 6137347 6137347 70793669 72311775 -1518106 -1518106 72854880 2061211 2061211 70793669 0 70793669 74372986 2061211 2061211 72311775 0 72311775 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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, 2011 AND 2010, AND THUS, NO PROVISION FOR INCOME TAXES HAS BEEN MADE. THE COMPANY ACCOUNTS FOR UNCERTAINTY IN INCOME TAXES USING A RECOGNITION THRESHOLD OF MORE-LIKEY-THAN-NOT TO BE SUSTAINED UPON EXAMINATION BY THE APPROPRIATE TAXING AUTHORITY. MEARUREMENT 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 2011 AND 2010. THE COMPANY'S TAX RETURNS ARE OPEN FOR EXAMINATION FOR THE YEARS 2008 THROUGH 2011. NORTH AMERICA - CANADA AND MEXICO, BUT 1 2 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 913703 EAST ASIA AND THE PACIFIC - 3 16 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 5342728 EUROPE (INCLUDING ICELAND & GREENLAND) - 0 0 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 1359341 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES TECHNICAL AND INFORMATION SUPPORT 75291 4 18 0 0 4 18 7691063 0 7691063 0 0 0 0 0 0 1 RESEARCH 9 126786 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, 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 X 1 1 X X 1 0 0 JULIUS WORSHAM 410972 0 60023 0 5774 0 84915 0 27019 0 588703 0 0 0 DAVID BYRD 185953 0 14400 0 4844 0 41809 0 16081 0 263087 0 0 0 JOHN MORGANS 137301 0 11520 0 3046 0 27885 0 20408 0 200160 0 0 0 KATER HAKE 189301 0 13690 0 8112 0 51234 0 24266 0 286603 0 0 0 RICHMOND HENDEE 192953 0 13875 0 11192 0 51528 0 21330 0 290878 0 0 0 MARK MESSURA 200199 0 11600 0 5778 0 43993 0 23362 0 284932 0 0 0 MICHAEL TYNDALL 140356 0 9956 0 5155 0 33536 0 15691 0 204694 0 0 0 MICHAEL WATSON 142953 0 9695 0 7506 0 33529 0 17925 0 211608 0 0 0 PAULA ROSARIO 47096 0 3915 0 93506 0 10819 0 20657 0 175993 0 0 0 PATRICIA O'LEARY 116992 0 8292 0 7791 0 30947 0 7565 0 171587 0 0 0 ROBERT NICHOLS 114489 0 8209 0 4633 0 31896 0 17617 0 176844 0 0 0 WENTAO ZHENG 98616 0 3527 0 27168 0 14498 0 10772 0 154581 0 0 0 PART I, LINE 1A FOREIGN EQUILIZATION FOR EXPATS AND TAXABLE HOUSING FOR EXPATS. PART I, LINE 4A PAULA ROSARIO RECEIVED A SEVERANCE PAYMENT OF $92,423. DEAN TURNER RECEIVED A SEVERANCE PAYMENT OF $47,125. 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 DIRECTOR'S MEETING FOR APPROVAL PRIOR TO FILING. SUBSEQUENT TO REVIEW, THE CHAIRMAN OF THE AUDIT COMMITTEE WILL INFORM THE COMPLETE BOARD OF DIRECTOR'S 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. OVERSIGHT OF AUDIT: FORM 990, PART XI, LINE 2C THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS.