TY 2011 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2011

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2011 and ending 12-31-2011

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
STATE FAIR OF TEXAS

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 150009

Room/suite

City or town, state or country, and ZIP + 4
DALLAS, TX75315

D Employer identification number

75-6002511

E Telephone number

G Gross receipts $ 42,279,717

F Name and address of principal officer:
ERROL MCKOY
PO BOX 150009
dallas,TX75315

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

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

Website:

www.bigtex.com

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates 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: 1886

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO CONDUCT AN ANNUAL EDUCATIONAL AND AGRICULTURAL STATE FAIR.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	55
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	54
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	1,622
6	Total number of volunteers (estimate if necessary) ....	6	100
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	3,264,292	3,536,345
9	Program service revenue (Part VIII, line 2g) .........	39,003,395	36,880,945
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	380,105	213,361
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	77,924	34,003
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	42,725,716	40,664,654
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	215,603	237,375
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)	8,682,205	8,845,548
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 196,983
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	25,181,484	26,186,852
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	34,079,292	35,269,775
19	Revenue less expenses. Subtract line 18 from line 12.......	8,646,424	5,394,879
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	47,788,746	54,663,302
21	Total liabilities (Part X, line 26).............	19,848,658	20,998,742
22	Net assets or fund balances. Subtract line 21 from line 20.....	27,940,088	33,664,560

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 Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image

Firm's address Right pointing arrowhead image

Phone no.

May the IRS discuss this return with the preparer shown above? See instructions ......... bullet

YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2011)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III .........

Briefly describe the organization’s mission: IN KEEPING WITH ITS HISTORICAL COMMITTMENT TO THE PEOPLE OF TEXAS, THE STATE FAIR OF TEXAS FOLLOWS SOUND BUSINESS PRACTICES AND DEMONSTRATES CULTURAL SENSITIVITY TO PRODUCE AN ANNUAL EVENT, RECOGNIZED WITHIN THE COMMUNITY AND THROUGHOUT THE STATE FOR ITS QUALITY PROGRAMMING, PRICE ACCESSIBILITY AND SECURE ENVIRONMENT.

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 and section 4947(a)(1) trusts 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 $ 27,202,331 including grants of $ 237,375 ) (Revenue $ 36,880,945 )
	CONDUCTED ANNUAL EDUCATIONAL AND AGRICULTURAL STATE FAIR FROM SEPTEMBER 30 THROUGH OCTOBER 23, 2011.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 27,202,331

Form 990 (2011)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? 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? 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; 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

Yes

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, line10? 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

12a

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

12b

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

14a

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

14a

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

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

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 Click to see attachment

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

Yes

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

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.

20b

Form 990 (2011)

Page 4

Part IV

Checklist of Required Schedules (continued)

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

Yes

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

Did the organization answer “Yes” to Part VII, Section A, questions 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 questions 24b–24d and complete Schedule K. If “No,” go to line 25................

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

25a

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

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II......................... Click to see attachment

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

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

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

28a

Yes

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

28b

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

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............ Click to see attachment

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........

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1.....................

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

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

Yes

Form 990 (2011)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V .........

Yes

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

671

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

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

Yes

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

1,622

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,” 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 or securities account)?.......................

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

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

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?..........

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

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

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

Yes

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

Yes

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

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

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

Did the 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. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate 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 aggregate amount of reserves on hand.

13c

14a

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

14a

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

14b

Form 990 (2011)

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 to any question 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
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 .................

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

Yes

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

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

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

Yes

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

Yes

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

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

Yes

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

Yes

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

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

Yes

10a

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

10a

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

10b

11a

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

11a

Yes

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

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

16a

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

16a

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

16b

Section C. Disclosure

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

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

Own website Another's website Upon request

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, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

JAIME NAVARRO
3921 MARTIN LUTHER KING JR BLVD
dallas,TX75210
(214) 421-8701

Form 990 (2011)

Page 7

Part VII

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

Check if Schedule O contains a response to any question 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, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

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

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

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

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

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

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(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) Joe Alcantar Director	1.0	X		0	0	0
(2) Billy R Allen Vice Chairman	3.0	X	X	0	0	0
(3) Marissa R Anchia Director	1.0	X		0	0	0
(4) Norman P Bagwell Director	1.0	X		0	0	0
(5) Robert W Best Director	1.0	X		0	0	0
(6) Jan Hart Black Director	1.0	X		0	0	0
(7) Albert C Black Jr Director	1.0	X		0	0	0
(8) Sam P Burford Jr Director	1.0	X		0	0	0
(9) John W Carpenter III Director	1.0	X		0	0	0
(10) April Box Chamberlain Director	1.0	X		0	0	0
(11) Roy C Coffee Jr Vice Chairman	3.0	X	X	0	0	0
(12) John F Crawford Director	1.0	X		0	0	0
(13) Dianne A Curry Director	1.0	X		0	0	0
(14) Terry R Dallas Director	1.0	X		0	0	0
(15) Levi H Davis Director	1.0	X		0	0	0
(16) Thomas M Dunning Vice Chairman	3.0	X	X	0	0	0
(17) Walter Elcock Director	1.0	X		0	0	0

Form 990 (2011)

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 (describe hours for related organizations in Schedule O)	(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) Randall R Engstrom Director	1.0	X			0	0	0
(19) Ruben E Esquivel VICE Chairman	2.0	X	X		0	0	0
(20) Robert Estrada Director	1.0	X			0	0	0
(21) Roy Gene Evans Vice Chairman	2.0	X	X		0	0	0
(22) Rob Farrell Director	1.0	X			0	0	0
(23) Lois Finkelman Vice Chairperson	1.0	X	X		0	0	0
(24) J Guadalupe V Garcia Director	1.0	X			0	0	0
(25) Gary Griffith Director	1.0	X			0	0	0
(26) Donna Halstead Director	1.0	X			0	0	0
(27) Douglas D Hawthorne Director	1.0	X			0	0	0
(28) Alfred Herron Director	1.0	X			0	0	0
(29) Richard Knight Jr Vice Chairman	2.0	X	X		0	0	0
(30) Kerney Laday Director	1.0	X			0	0	0
(31) Tom Lazo Director	1.0	X			0	0	0
(32) J Michael Lewis Director	1.0	X			0	0	0
(33) Wendy Lopez Director	1.0	X			0	0	0
(34) Steve Mancillas Director	2.0	X			0	0	0
(35) Todd C Meier Director	1.0	X			0	0	0
(36) James M Moroney III Vice Chairman	1.0	X	X		0	0	0
(37) Alice Murray Vice Chairperson	3.0	X	X		0	0	0
(38) Gina Norris Director	3.0	X			0	0	0
(39) Raymond F Quintanilla Director	1.0	X			0	0	0
(40) James C Roberts Director	3.0	X			0	0	0
(41) Rowland K Robinson Director	1.0	X			0	0	0
(42) Pete Schenkel Vice Chairman	3.0	X	X		0	0	0
(43) John Field Scovell Treasurer/Vice Chairman	3.0	X	X		0	0	0
(44) Carl Sewell Director	1.0	X			0	0	0
(45) George A Shafer Vice Chairman	3.0	X	X		0	0	0
(46) Bruce A Sifford Vice Chairman	3.0	X	X		0	0	0
(47) Robert B Smith Corporate Secretary/General Co	1.0	X	X		0	0	0
(48) Doug Thompson Director	1.0	X			0	0	0
(49) Alan Walne Chairman	6.0	X	X		0	0	0
(50) AB Wharton Director	1.0	X			0	0	0
(51) JL Williams Director	1.0	X			0	0	0
(52) Joel T Williams III Director	1.0	X			0	0	0
(53) Joel T Williams Jr Vice Chairman	1.0	X	X		0	0	0
(54) Clark Willingham Director	1.0	X			0	0	0
(55) Craig A Woodcook Director	3.0	X			0	0	0
(56) Errol McKoy President	45.0		X		674,080	0	226,076
(57) Lee D Winton CFO/SVP Finance	45.0		X		346,129	0	113,804
(58) Robert L Hilbun SVP Maintenance Operations	45.0			X	233,918	0	43,346
(59) Mitchell S Glieber SVP Marketing/Public Relations	45.0			X	213,969	0	42,755
(60) Carey D Risinger SVP Food & Beverage	45.0			X	155,358	0	32,285
(61) Jaime Navarro VP Controller	45.0			X	170,880	0	34,707
(62) Wanda S Gooding VP Public Relations	45.0			X	155,076	0	53,596
(63) Daryl E Real VP Livestock	45.0			X	132,289	0	43,932
(64) Russell W Fitzgerald Director Midway Operations/Spe	45.0			X	136,216	0	33,785

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,217,915	0	624,286

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
Intamin LTD 520 McCormick Dr Ste J GLEN BURNIE,MD21061	Tower ride manufactu	2,932,364
City of Dallas PO Box 159090 DALLAS,TX75315	police,utilities svc	1,224,853
USA Shade PO Box 560168 DALLAS,TX75356	midway shade cover	1,204,837
ACT FACILITIES MANAGEMENT INC PO BOX 463 ADDISON,TX75001	CLNG & janitorial	1,180,398
Weldon Williams Lick Inc PO BOX 168 FORT SMITH,AR72902	TICKET PRINTING	776,208
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 42

Form 990 (2011)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		533,240
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		3,003,105
g	Noncash contributions included in lines 1a-1f:$ 1,430,512
h	Total. Add lines 1a-1f.......			3,536,345
			Business Code
2a	ADMISSIONS PARKING ENTRY		900,099	14,299,642	14,299,642
b	CONCESSIONS SPECIAL ATTRACTIONS		900,099	22,581,303	22,581,303
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			36,880,945
3	Investment income (including dividends, interest
	and other similar amounts).....			125,633			125,633
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents	5,000
b	Less: rental expenses
c	Rental income or (loss)	5,000
d	Net rental income or (loss).......			5,000			5,000
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	1,458,348	47,460
b	Less: cost or other basis and sales expenses	1,418,080
c	Gain or (loss)	40,268	47,460
d	Net gain or (loss)..........			87,728			87,728
8a	Gross income from fundraising events (not including $ 533,240 of contributions reported on line 1c). See Part IV, line 18 ...
	a		225,986
b	Less: direct expenses ...b		196,983
c	Net income or (loss) from fundraising events..			29,003			29,003
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions....			40,664,654	36,880,945		247,364

Form 990 (2011)

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) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question 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 governments and organizations in the United States. See Part IV, line 21	237,375	237,375
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. 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 ....	1,360,088		1,360,088	0
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	5,993,378	4,511,269	1,482,109
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	462,533	195,881	266,652
9	Other employee benefits .......	396,309	336,237	60,072
10	Payroll taxes ...........	633,240	555,119	78,121
11	Fees for services (non-employees):
a	Management ......	308,234		308,234
b	Legal .........	344,723		344,723
c	Accounting ...........	71,720		71,720
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	2,908,951		2,908,951
12	Advertising and promotion ....	1,424,676	1,424,676
13	Office expenses .......	920,314	920,314
14	Information technology ......	51,542	51,542
15	Royalties ..	0
16	Occupancy ...........	1,530,986	1,530,986
17	Travel ............	63,993	63,993
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	585,606	585,606
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	2,154,261	2,154,261
23	Insurance ..............	989,791		989,791
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	SPECIAL ATTRACTIONS	8,060,381	8,042,383		17,998
b	OPERATING AND SUPPLIES	4,842,000	4,663,015		178,985
c	EQUIPMENT RENTAL AND MAINT	1,929,674	1,929,674
d
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	35,269,775	27,202,331	7,870,461	196,983
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 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			783,727	1	426,556
2	Savings and temporary cash investments .......			19,136,747	2	19,816,854
3	Pledges and grants receivable, net .........			0	3	370,099
4	Accounts receivable, net .........			166,362	4	283,443
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			57,873	8	82,121
9	Prepaid expenses and deferred charges ............			162,411	9	213,172
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	48,504,242
b	Less: accumulated depreciation. .....	10b	26,081,166	17,003,029	10c	22,423,076
11	Investments—publicly traded securities ..........			9,077,242	11	9,560,299
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 ...........			1,401,355	15	1,487,682
16	Total assets. Add lines 1 through 15 (must equal line 34)...			47,788,746	16	54,663,302
17	Accounts payable and accrued expenses .			154,278	17	242,593
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	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			8,733,997	23	7,594,358
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.....			10,960,383	25	13,161,791
26	Total liabilities. Add lines 17 through 25.....			19,848,658	26	20,998,742
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			26,691,090	27	32,705,817
28	Temporarily restricted net assets .....			1,207,329	28	917,074
29	Permanently restricted net assets .....			41,669	29	41,669
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			27,940,088	33	33,664,560
34	Total liabilities and net assets/fund balances .....			47,788,746	34	54,663,302

Form 990 (2011)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI .........

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

40,664,654

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

35,269,775

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

5,394,879

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

27,940,088

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

329,593

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....

33,664,560

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question 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?....

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

Yes

If “Yes,” to 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? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. ...........................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

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 (2011)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

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

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

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

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

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

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

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

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

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

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

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

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

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

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

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	3,754,441	3,544,117	3,032,430	3,264,292	3,469,745	17,065,025
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	30,751,902	33,097,306	29,443,531	40,365,364	36,880,945	170,539,048
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	34,506,343	36,641,423	32,475,961	43,629,656	40,350,690	187,604,073
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)						187,604,073

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...	34,506,343	36,641,423	32,475,961	43,629,656	40,350,690	187,604,073
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	445,148	299,570	160,089	135,411	125,633	1,165,851
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	445,148	299,570	160,089	135,411	125,633	1,165,851
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).	34,951,491	36,940,993	32,636,050	43,765,067	40,476,323	188,769,924

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

99.382 %

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

99.130 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

0.618 %

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

0.869 %

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2011

Name of organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

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, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization 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), and received from any one contributor, during the year, a contribution 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 a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization STATE FAIR OF TEXAS
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization STATE FAIR OF TEXAS
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
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) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part III

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

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

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

Using the organization’s 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 XIV.

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

Yes No

Part IV

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

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

Yes No

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


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

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

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

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back
1a	Beginning of year balance ....	41,669	41,669	37,500
b	Contributions ........			4,169	37,500
c	Net investment earnings, gains, and losses ...	8	9	116	180
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	8	9	116	180
f	Administrative expenses ....
g	End of year balance ......	41,669	41,669	41,669	37,500

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	5,389,074		5,389,074
b	Buildings ................	13,517,767	10,617,357	2,900,410
c	Leasehold improvements ............	10,820,489	6,701,440	4,119,049
d	Equipment ................	14,688,310	8,762,370	5,925,940
e	Other .................	4,088,603		4,088,603
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				22,423,076

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. 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
Other








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

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

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









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

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









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

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
ACCRUED SCHOLARSHIPS PAYABLE		606,875
ACCRUED POLICE OT-CITY OF DALL		1,125,400
DEFERRED COMPENSATION-SEC 457		1,482,152
ACCRUED RENT		5,153,370
ACCRUED LEGAL FEES		24,114
ACCRUED MANAGEMENT INCENTIVE		1,020,018
ACCRUED AUDIT FEES		85,655
ACCRUED BANK ANALYSIS FEES		47,904
ACCRUED CREDIT CARD FEES		1,800
AUCTION SALES-2011 SEASON		83,213
ACCRUED INTEREST		59,263
ACCRUED FMV SWAP DERIVATIVE		1,076,325
ACCRUED UTILITIES		480,000
LIVESTOCK BUILDING CENTER CONTRIBUTIONS		1,349,825
OTHER ACCRUED LIABILITIES		336,209
LONG-TERM PLEDGES		229,668
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		13,161,791
2. Fin 48 (ASC 740) Footnote. In Part XIV, 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 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	40,664,654
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	35,269,775
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	5,394,879
4	Net unrealized gains (losses) on investments ..........................	4	358,596
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8	-29,003
9	Total adjustments (net). Add lines 4 through 8 .........................	9	329,593
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	5,724,472

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	37,285,347
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	358,596
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................			2e	358,596
3	Subtract line 2e from line 1.....................			3	36,926,751
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 XIV.) ...........	4b	3,737,903
c	Add lines 4a and 4b.......................			4c	3,737,903
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	40,664,654

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	31,560,875
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................			2e
3	Subtract line 2e from line 1.....................			3	31,560,875
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 XIV.) ............	4b	3,708,900
c	Add lines 4a and 4b.......................			4c	3,708,900
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	35,269,775

Part XIV

Supplemental Information

Complete this part to 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; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
other adjustment for reconciliation	form 990, schedule d, part xi, line 8:	- Fundraising Net Income Reclassification $-29,003 revenue items on RETURN not on BOOKS form 990, schedule d, part xii, line 4b: - rent expense $ -853,013 - CASH SPONSORSHIP CONTRIBUTIONS $ 3,846,390 - IN-KIND SPONSORSHIP CONTRIBUTIONS $ 715,523 - Net Income from Fundraising $ 29,003
EXPENSE ITEMS ON THE RETURN BUT NOT ON BOOKS	form 990, schedule d, part xiii, line 4B:	- rent expense $ 853,013 - CASH SPONSORSHIP CONTRIBUTIONS $-3,846,390 - IN-KIND SPONSORSHIP CONTRIBUTIONS $ -715,523
intended use of endowment fund	FORM 990, SCHEDULE D, PART V, LINE 4:	THE ENDOWMENT IS RESTRICTED BY THE DONOR FOR PURPOSES OF LIVESTOCK AUCTION PREMIUMS AT THE ANNUAL YOUTH LIVESTOCK AUCTION.

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

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

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and e-mail solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization. Form 990-EZ filers are not required to complete this table.

(i) Name and address of individual or entity (fundraiser)	(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
	(ii) Activity	Yes	No	(iv) Gross receipts from activity		(vi) Amount paid to (or retained by) organization
Total .................

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2011

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.

		(a) Event #1 LIVESTOCK AUCT (event type)	(b) Event #2 GOLF TURN (event type)	(d) Total Events (Add col. (a) through col. (c))
1	Gross receipts . . .	692,626	66,600	759,226
2	Less: Charitable contributions . . .	533,240	0	533,240
3	Gross income (line 1 minus line 2) . . .	159,386	66,600	225,986
4	Cash prizes . . .
5	Non-cash prizes . .
6	Rent/facility costs . .
7	Food and beverages . .
8	Entertainment . . .
9	Other direct expenses .	178,985	17,998	196,983
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........			196,983
11	Net income summary. Combine lines 3 and 10 in column (d)............			29,003

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (Add col. (a) through col. (c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," Explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," Explain:

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Schedule G (Form 990 or 990-EZ) 2011

Page 3

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Provide the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Complete this part to provide additional information for responses to quuestion on Schedule G (see instructions.)

Identifier	ReturnReference	Explanation

Schedule G (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
STATE FAIR OF TEXAS

Employer identification number
75-6002511

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 Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Texas Woman's UniversityP O Box 425408 DENTON,TX76204	75-6002618	115	6,250	Education
(2) Southern Methodist UniversityP O Box 750196 Dallas,TX75275	75-0800689	501 (c)(3)	8,750	Education
(3) Tarleton State UniversityBox T 0310 Tarleton Station Stephenville,TX76402	75-6001870	115	16,250	Education
(4) Texas A&M University - College StationThe Pavilion College Station,TX77843	74-6000531	115	93,625	Education
(5) Texas A&M University - CommercePO Box 3011 TAMU Station Commerce,TX75429	75-6001353	115	6,250	Education
(6) Texas Tech UniversityPO Box 45011 Lubbock,TX79409	75-6002622	115	29,687	Education
(7) University of Texas at AustinP O Box 7699 Austin,TX78713	74-6000203	115	20,000	Education
(8) West Texas A&M UniversityWTAMU Box 60939 Canyon,TX76016	75-6031405	115	6,250	Education

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
PROCEDURE FOR MONITORING THE USE OF GRANTS IN THE US	FORM 990, SCHEDULE I, PART I, LINE 2	The recipients of scholarships from the State Fair of Texas Youth Scholarship Fund must meet these five requirements: (1) Compete in one of the State Fair of Texas competitive agriculture/livestock events; (2) Submit high school transcript (complete through third six weeks of senior year) including verified ACT and/or SAT scores and verfied rank in graduating class and graduating class size; (3) Submit a completed application during the period March 1-15. (4) Graduate from high school during the current year and begin college or university course work the following Fall Semester; (5) Attend an accredited college or university in Texas and take a minimum of 12-hour course load per term and maintain a minimum 2.5 grade point average. Scholarship awards are determined on the basis of financial need, academic performance and participation in extra-curricular activities, with preference given to those applicants who enroll in an agricultural and/or natural resources curriculum who show financial need. Additionally, scholarships are awarded to inner-city youth attending the five Dallas Independent School District high schools surrounding the Fair Park area (James Madison, Lincoln, North Dallas, Irma Rangel and Woodrow Wilson high schools). Such awards are based upon applications received from students at the four high schools and selection is based upon financial need, academic performance and participation in extra-curricular activities and the criteria listed in items two through five above.

Schedule I (Form 990) 2011

Additional Data

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Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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) and 501(c)(4) organizations only must complete lines 5-9.

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

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

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

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

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

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

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

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

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

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

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

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

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

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(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 reported as deferred in prior Form 990
(A) Name		(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)	(F) Compensation reported as deferred in prior Form 990
(1) Errol McKoy	(i) (ii)	304,353 0	342,000 0	27,727 0	61,297 0	164,779 0	900,156 0	0 0
(2) Lee D Winton	(i) (ii)	207,397 0	129,000 0	9,732 0	43,226 0	70,578 0	459,933 0	0 0
(3) Robert L Hilbun	(i) (ii)	151,449 0	72,000 0	10,469 0	23,992 0	19,354 0	277,264 0	0 0
(4) Mitchell S Glieber	(i) (ii)	141,789 0	72,000 0	180 0	27,782 0	14,973 0	256,724 0	0 0
(5) Carey D Risinger	(i) (ii)	134,170 0	20,000 0	1,188 0	17,409 0	14,876 0	187,643 0	0 0
(6) Jaime Navarro	(i) (ii)	128,719 0	38,000 0	4,161 0	20,612 0	14,095 0	205,587 0	0 0
(7) Wanda S Gooding	(i) (ii)	109,461 0	39,000 0	6,615 0	31,452 0	22,144 0	208,672 0	0 0
(8) Daryl E Real	(i) (ii)	90,264 0	35,000 0	7,025 0	20,123 0	23,809 0	176,221 0	0 0
(9) Russell W Fitzgerald	(i) (ii)	103,802 0	32,000 0	414 0	20,759 0	13,026 0	170,001 0	0 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
written policy regarding payment of reimbursement	form 990, schedule j, part i, line 1b:	THE PRESIDENT RECEIVES A CAR ALLOWANCE OF $1,000 PER MONTH WHICH IS GROSSED UP. THE CAR ALLOWANCE WAS APPROVED BY THE EXECUTIVE COMMITTEE WITH APPROPRIATE DOCUMENTATION IN THE MINUTES OF ITS MEETING.
participation in supplemental nonqualified retirement plan	form 990, schedule j, part i, line 4b:	In 2007, State Fair of Texas (SFT) adopted a nonqualified deferred compensation plan under IRC Section 457(f) and entered into deferred compensation agreements with the President and CFO/Senior Vice President, Finance. SFT's contributions to the nonqualified plan for services performed by the executives in 2011 were as follows: Errol McKoy $130,000 Lee Winton $ 50,000

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

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

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

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

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

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

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






Total ............... $

Part III

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

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2011

Page 2

Part IV

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

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) ROBERT B SMITH	gen counsel & vchair/sec	300,000	ROUTINE LEGAL BUSINESS		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
Business Transactions Involving Interested Persons	Schedule L, Part IV:	State Fair of Texas made payments totaling $300,000 to Robert B. Smith of Smith & Smith for legal services rendered. Mr. Smith serves as the organization's general legal counsel and is Vice-Chairman of the Executive Committee of the Board of Directors. The organization conducts routine business with entities affiliated with members of its Board of Directors. With respect to the organization and these entities, such transactions are conducted in the normal course of operations.

Schedule L (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

NonCash Contributions

Complete if the organization answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Part I

Types of Property

	(a) Check if applicable	(b) Number of Contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..	X	26	60,956	LEASE VALUE
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( CELLULAR TELEPHONE )	X	0	19,481	FMV
26 Other ( UNIFORMS )	X	0	28,230	REPLACEMENT VALUE
27 Other ( ADVERTISING & PROMOTION )	X	0	438,768	REPLACEMENT VALUE
28 Other ( EQUIPMENT RENTAL )	X	0	229,044	REPLACEMENT VALUE

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ............................

32a

If "Yes," describe in Part II.

If the organization did not report revenues in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) 2011

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33 and whether the organization is reporting in Part I, column (b) the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) 2011

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 to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

STATE FAIR OF TEXAS

Employer identification number

75-6002511

Identifier	Return Reference	Explanation
THE NUMBER OF VOTING MEMBERS OF THE GOVERNING BODY	FORM 990, PART VI, SECTION A, LINE 1a:	State Fair of Texas ("SFT") is governed by a 55 member Board of Directors elected by its stockholders (See schedule O Supplementary Statement for Part VI - Section A - 6). Article V Section 1 of SFT's bylaws provides for the establishment of an Executive Committee of the Board of Directors, as follows: "The Corporation shall have an Executive Committee consisting of the Chairman of the Board, acting ex officio as chairman of the Executive Committee, the President, the General Counsel, the Chief Financial Officer/Senior Vice President of Finance, each of the other Vice Chairmen, the Treasurer, the Secretary and the chairman of the Finance/Audit Committee. The Executive Committee shall have and exercise all of the authority and power of the Board of Directors in connection with the management, business and affairs of the Corporation, provided that the Executive Committee shall not be authorized to take any action which the Charter or the ByLaws require to be taken by vote of a specified number of directors or any other action required or specified by the Texas Business Organizations Code or other applicable law to be taken by the Board of Directors. Each officer of the Corporation shall report to the Executive Committee. The appointment of the Executive Committee and the delegation of authority thereto shall not operate to relieve the Board of Directors or any director of any responsibility imposed upon the Board of Directors or such director by law.
DIRECTOR OR KEY EMPLOYEE FAMILY OR BUSINESS RELATIONSHIP	FORM 990, PART VI, SECTION A, LINE 2:	Name of Individuals Type of Relationship Roy Coffee and J. Michael Lewis Business Roy Gene Evans and Pete Schenkel Business Roy Gene Evans and Rob Farrell Business Roy Gene Evans and Bruce Sifford Business Roy Gene Evans and Alan Walne Business Roy Gene Evans and Joel Williams, Jr. Business Roy Gene Evans and Joel Williams III Business Joel Williams, Jr. and Joel Williams III Family John W. Carpenter III and J. Michael Lewis Business Ruben Esquivel and Robert W. Best Business
Significant changes ot its governing documents	FORM 990, PART VI, SECTION A, LINE 4:	On April 20, 2011, the board of directors (the Board) approved a recommendation to the stockholders that the fair convert its corporate form from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members. The stockholders approved the adoption of a restated certificate of formation converting the fair from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members. Members and stockholders FORM 990, PART VI, SECTION A, LINE 6: On April 20, 2011, the board of directors (the Board) approved a recommendation to the stockholders that the fair convert its corporate form from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members. The stockholders approved the adoption of a restated certificate of formation converting the fair from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members.
MEMBERS AND OTHERS WHO ELECT MEMBERS OF THE GOVERNING BODY	FORM 990, PART VI, SECTION A, LINE 7A:	Prior to April 20, 2011, SFT had a single class of stockholders which was entitled to elect the Board of Directors at each annual meeting of the stockholders and to fill vacancies on the Board of Directors which result form an increase in the number of directors. On April 20, 2011, the board of directors (the Board) approved a recommendation to the stockholders that the fair convert its corporate form from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members. The stockholders approved the adoption of a restated certificate of formation converting the fair from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members.
DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL	FORM 990, PART VI, SECTION A, LINE 7B:	Prior to April 20, 2011, SFT had a single class of stockholders which had the authority to approve amendments to SFT's Restated Certificate of Formation and to approve the Board of Directors' recommendations of the distribution of assets upon the dissolution of SFT. On April 20, 2011, the board of directors (the Board) approved a recommendation to the stockholders that the fair convert its corporate form from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members. The stockholders approved the adoption of a restated certificate of formation converting the fair from a nonprofit charitable corporation with stockholders to a nonprofit charitable corporation with no stockholders or members.
PROCESS TO REVIEW FORM 990	FORM 990, PART VI, SECTION b, LINE 11B:	The Form 990 was reviewed in detail with the Finance/Audit Committee at its meeting on November 12, 2012. The Form 990 was then distributed to all members of the Board of Directors prior to filing.
CONFLICT OF INTEREST, WHISTLEBLOWER, DOCUMENT POLICY	FORM 990, PART VI, SECTION B, LINES 12-14:	SFT adopted a Conflicts of Interest and Ethics Policy (the "Policy") on April 15, 2009. The Policy also includes a Whistleblower Policy for SFT. SFT also adopted a Document Retention Policy on April 15, 2009.
MONTIORING AND ENFORCING CONFLICT OF INTEREST POLICY	FORM 990, PART VI, SECTION B, LINE 12C:	sft performs an annual survey of its directors, officers, and key employees regarding any business or family relationships with sft or with other of the organization's directors, officers and key employees. any exceptions noted are reviewed by the finance/audit committee which recommends any necessary corrective action to the executive committee.
PROCESS FOR DETERMINING COMPENSATION	FORM 990, PART VI, SECTION B, LINE 15:	In August 2010, SFT engaged an independent national accounting and consulting firm to update the previous compensation review which was last performed in 2006. Positions included in this compensation review were President, Senior Vice Presidents, Vice Presidents and Department Directors. The firm conducted market analyses for these positions' base and total cash compensation and advised sft that all amounts were within the competitive range. The President provides salary and incentive pay recommendations for all employees (other than the President), which are reviewed by the Finance/Audit Committee. The Chairman of the Board of Directors makes A recommendation of the President's salary and incentive pay, which is also reviewed by the Finance/Audit Committee. Salary and incentive pay amounts are deliberated on by the Finance/Audit Committee without the presence of management and utilizing the compensation review referenced above, with recommendations then made to the Executive Committee of the Board of Directors for consideration, deliberation and decision. All such decisions of the Executive Committee are documented with contemporaneous minutes of its meetings.
HOW MAKE DOCUMENTS PUBLIC	FORM 990, PART VI, SECTION C, LINE 19:	SFT makes its governing documents, conflict of interest policy and financial statements available to the public by providing copies upon request and available for inspection at its administrative office. Additionally, the following documents are available to the general public on SFT's website at www.bigtex.com: Bylaws, Certificate of Formation, Conflict of Interest/Ethics Policy, Finance/Audit Committee Charter, Early Adoption of Business Organization Code and audited financial statements.
Reconciliation of Net Assets	Form 990, Part XI, Line 5:	Unrealized gain on investments totals $358,596 Fundraising Net Income Reclassification $-29,003

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

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Software Version: