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2016 ANNUAL REPORT 2 TABLE OF CONTENTS

Message from the Chairman...... 2

2016 Accomplishments...... 4 Championship Racing...... 4 Santa Anita Shines Bright...... 6 Revenue Growth...... 7 Nominations...... 8

World-Class Racing Competition ...... 11 Increased Championship Purse Structure...... 11 Challenge Win and You’re In Series...... 11 Relentless Focus on Integrity and Safety ...... 12

Brand Enhancement & Experience ...... 14 Celebration of the Sport and Lifestyle of ...... 14 Provide Enhanced Experience that Matches the Quality of Racing Product. . . . . 16 Television Exposure ...... 17

Host Site Plan ...... 18 Planning for the Future...... 18

Financial Performance ...... 19 A . Select Financial Data...... 19 B . Management Discussion and Analysis of Operating Results...... 20

Appendix...... 31 A . Breeders’ Cup Directors & Members ...... 31 B . Breeders’ Cup Staff ...... 32 C . 2017 Breeders’ Cup Challenge Series Schedule...... 34 D . 2017 Breeders’ Cup Challenge Series Television Schedule...... 36

1 MESSAGE FROM THE CHAIRMAN

On behalf of our Members and Directors, I am very proud to share the accomplishments our organization during 2016 and the positive results projected in 2017 and beyond for the Breeders’ Cup .

Our 2016 Breeders’ Cup World Championships one of the most successful in our 33-year existence . In particular, we were extremely proud to accept the Longines World’s Best Horse Race award for the Breeders’ Cup Classic that featured a fantastic finish between and . Santa Anita in 2016 delivered in spectacular fashion with world-class racing, a two-day record attendance of 118,500, $169 2. million in handle, and $9 6. million in ticket sales revenue (a 13% increase from the 2014 event at Santa Anita) . The 150 participating horses had 143 Grade/Group 1 wins prior to the World Championships . Participating horses included winners of the World Cup, Prix de l’Arc de Triomphe, Arlington Million, King George VI and Queen Elizabeth Stakes, Darley , Queen Anne Stakes, Whitney, Pacific Classic, Club Gold Cup, and the Travers, among many other prominent stakes winners .

Notably, Breeders’ Cup achieved net operating income of $398,165 in 2016 . While this return is modest, it compares dramatically to actual net losses from operations of $3 5. million in 2014 and $3 8. million in 2013 under similar circumstances at Santa Anita . This significant improvement reaffirms Breeders’ Cup’s decision to create a sense of competition among potential host sites through the introduction of new venues (to date, and Del Mar) resulting in improved service, support and ultimately financial return . Additionally, the significant positive variance can be credited to active management of expenses with strategic focus on core growth areas such as ticketing, sponsorship, wagering and delivering a best of class racing product in order to maintain total purses and awards of $28 million . At the same time, we have reduced outstanding lines of credit to zero and project positive operating income in both 2017 and 2018 .

In 2015 we began a new 10-year partnership with NBC Sports that will televise the Breeders’ Cup World Championships through 2025 . We also extended our Breeders’ Cup Challenge Series agreement with NBC through 2018 as a part of a focused lead up to the Championships . This true, long-term television partnership with NBC (now the self-described television home of horse racing) allows the expansion of the Breeders’ Cup brand throughout the Summer and Fall while simultaneously constructing a storyline leading up to the Breeders’ Cup World Championships in November . This was very evident in the recent coverage by NBC of Royal Ascot that repeatedly highlighted the road to the Breeders’ Cup .

Plans for the first Breeders’ Cup at Del Mar are well underway, as are those for Downs in 2018 . I can assure you that both events will be outstanding and live up to the Breeders’ Cup reputation as the highest caliber international racing event .

Most importantly, once again we would like to thank our nominators for their continued support . The Breeders’ Cup would not be possible without your efforts as nomination fees totaled $15 6. million in 2016 .

I am confident to report that through the support of our nominators, and the participating constituencies of the industry, we are well positioned to meet the demands of a competitive future .

Sincerely, William S . Farish, Jr . Chairman

2 3 2016 ACCOMPLISHMENTS

Championship Racing

The 2016 Breeders’ Cup World Championships finished in dramatic fashion at in front of a single-day record* of 72,811 spectators when Arrogate closed in on fan favorite California Chrome to win the Breeders’ Cup Classic. The Classic would go on to be recognized by Longines and the International Federation of Horseracing Authorities (IFHA) as the Longines World’s Best Horse Race with a rating of 125.25.

A total of 185 individual horses (210 pre-entries) were received in 2016 of which 160 entered and 150 started. These 150 starters had 143 Grade/Group 1 wins among them and 322 graded wins prior to the Breeders’ Cup. A total of 72 individual Group or Grade I winners were represented in the 13 Grade I Championship races.

At pre-entry, seven of the 13 races had full fields or were oversubscribed. Four races fielded a maximum number of starters and the Breeders’ Cup races averaged 11.5 starters. An outstanding eleven returning Champions from previous World Championships competed, starring who with her third Breeders’ Cup Championship win equaled the great .

In addition to Beholder, the top two Longines IFHA highest rated horses in the world, Arrogate at 134 and California Chrome at 133, participated in the World Championships. Seven out of the ten highest rated horses competed at Breeders’ Cup and 14 of the top 33. Tourist set a new track record for the Mile winning in an incredible 1:31.71, holding off the defending mare Tepin.

Championship runners included the winners of the , Prix de l’ Arc de Triomphe, Arlington Million, King George VI and Queen Elizabeth Stakes, Darley July Cup, Queen Anne Stakes, Whitney, Pacific Classic, Gold Cup, Kentucky Derby, Travers and other notable stakes races.

*Since Breeders’ Cup switched to a two-day event.

4 Arrogate wins the $6 million Breeders’ Cup Classic

Record crowds watched the 2016 Breeders’ Cup at Santa Anita

Beholder wins the $2 million Longines Breeders’ Cup Distaff 5 Santa Anita Shines Bright

Santa Anita and the local Arcadia, Pasadena and Los Angeles areas offered first-class racing, hospitality and ancillary events that enhanced the experience for Breeders’ Cup participants and fans. The newly created Silks Lawn Chalet in the infield at Santa Anita added 350 premium seats and offered some of the best views of racing anywhere at the track.

A revitalized partnership with Los Angeles Tourism and the Los Angeles Sports & Entertainment Commission led to marketing support of more than $150,000 to promote the Breeders’ Cup in the Los Angeles-market. New programs included 100 street pole banners in prominent downtown LA and other locations, a social influencer campaign and a street horse exhibition that featured five life-sized horses painted by prominent LA artists and located in high-traffic areas around the city.

Pasadena hosted a community event, the Pasadena Fan Fest, featuring a live performance by popular band The Spazmatics, local food trucks and Breeders’ Cup activities. A total of 670 tickets were sold to the general public and Breeders’ Cup hosted sponsors, Breeders’ Cup Betting Challenge players, media and select VIP guests.

The City of Arcadia hosted Arcadia Night: Salute to , a community event featuring the unveiling of the Thoroughbred Walk of Champion’s Zenyatta plaque and the distribution of the 2016 Maker’s Mark Commemorative Bottle featuring Zenyatta. Over 500 guests attended the public event including Team Zenyatta, comprised of Moss, Mike Smith and Dottie and . The Commemorative Bottle program raised over $116,000 for Old Friends.

6 Revenue Growth

There were several highlights and accomplishments among many achievements in 2016, beginning with the highest ticket sales revenue ever reported for a Santa Anita event totaling $9.6 million, a 13% increase over 2014 at Santa Anita. This is inclusive of ticket revenue as well as parking, processing and other associated fees.

Total handle of $169.2 million was the second highest in Breeders’ Cup history, second only to ’ $173.8 million in 2010 which featured 14 Breeders’ Cup races versus 13 in 2016. As an expanded growth opportunity, for the first time, the Breeders’ Cup and Mare Turf race was simulcast into Japan and contributed $7.8 million to total handle.

Viewership of the NBC and NBCSN telecasts on Friday and Saturday reached more than five million unique viewers, with the primetime broadcast of the Classic drawing an average of 2.3 million viewers. Digital viewership of the Breeders’ Cup NBC telecasts and the Player’s Show continues to climb and exceeded 420,000 online views in 2016. In recognition of its outstanding coverage of our event, NBC Sports won the Media Award for Live Television Programming for the NBC broadcast of the Breeders’ Cup Classic.

The Breeders’ Cup Challenge Series: Win and You’re In presented by Lane’s End Farm and America’s Best Racing, featuring outstanding races from all over the world, drew 5.6 million viewers nationally across eight broadcasts on NBC and NBCSN. Through our extended partnership with NBC, the Breeders’ Cup continues to expand its brand and fan interest in the finest has to offer.

TICKET SALES REVENUE HANDLE TOTAL

20 200

15 150

10 100 Millions Millions 5 50 $8.0 $7.9 $8.5 $9.6 $148.1 $163.5 $159.4 $169.2 $17.2 $156.7

0 0 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Santa Anita Santa Anita Santa Anita Keeneland Santa Anita Santa Anita Santa Anita Santa Anita Keeneland Santa Anita

7 NOMINATIONS

The very foundation of the Breeders’ Cup program begins with the nominations of foals and stallions. From its earliest beginnings in 1982 to the current year, the nomination programs provide a valuable source of funding for the Breeders’ Cup, showcased by the Breeders’ Cup World Championships. The nomination programs have evolved just as the racing programs have and Breeders’ Cup is to providing excellent racing and benefits for our breeders and nominators. A total of $15.6 million in foal, racehorse and stallion nomination fees were generated in 2016.

North American Stallion Nomination Program

There are 558 nominated stallions in North America that generated nomination fees of approximately $8.2 million in 2016.

North American stallion nominations must be made annually by a payment equal to the stallion’s advertised stud fee. Stallions that are expected to have more than 50 live foals are assessed an additional fee equal to 50% of the stud fees while stallions that are expected to have 100 or more live foals are assessed an additional 100% of their stallion nomination fee.

65% of Breeders’ Cup nominated stallions stand for $2,500 or more representing over 95% of our domestic stallion revenue. In addition, more than 88% of foal nominations are by stallions nominated for a fee of $5,000 or more. We continue to have 95% of stallions standing for a fee of $5,000 or more in North America nominating with the Breeders’ Cup.

International Stallion Nomination Program

Breeders’ Cup has expanded its nomination programs around the world with the International Stallion Nomination program.

Owners of all stallions standing outside North America now have the opportunity to nominate directly to the Breeders’ Cup and receive automatic eligibility for all their progeny to the Breeders’ Cup World Championships and the worldwide Breeders’ Cup Challenge Series.

Since 2011, benefits of this program have increased the number of international foals eligible to the Breeders’ Cup from 1,200 nominated annually to over 20,000 each year.

The 2016 international stallion program generated $2.37 million in fees with 251 stallions participating from all over the world.

8 DEL MAR NOVEMBER 3 & 4

THE BEST ARE BORN TO RUN

YOU CAN’T WIN IF YOU’RE NOT IN. MEMBERS.BREEDERSCUP.COM

Early Racehorse Nomination Deadline: July 15 Runner not nominated? Deep discounts of nomination fees if done on or before July 15th! All horses must be nominated to compete in the Breeders’ Cup World Championships.

81 Win & You’re In Races Around The World.

Breeders’ Cup World Championships 13 races • $28 Million in Purses and Awards November 3-4, 2017 • Del Mar Thoroughbred Club, CA November 2-3, 2018 • Churchill Downs, KY

FOR FURTHER INFORMATION, PLEASE CONTACT THE BREEDERS’ CUP AT (859) 514-9422 OR NOMINATE ONLINE AT MEMBERS.BREEDERSCUP.COM

9 2016 Horses of Racing Age Nominations

Any racehorse may be nominated at any time and receive eligibility for their entire racing career. Nominations made prior to July 15 receive a discount on the standard racehorse nomination fee.

In 2016 Breeders’ Cup received $866,000 in fees related to Horses of Racing Age.

EARLY RACEHORSE NOMINATION DEADLINE: JULY 15 Runner not nominated? Deep discounts of nomination fees if done on or before July 15th! All horses must be nominated to compete in the Breeders’ Cup World Championships. Call today (859) 514-9422! BREEDERS’ CUP WORLD CHAMPIONSHIPS, NOV 3-4 at DEL MAR RACETRACK members.breederscup.com

North American Foal Nomination Program

Foals from a nominated stallion are eligible for nomination to the Breeders’ Cup by payment of a one-time nomination fee of $400 by October 15 of the year of birth or by payment of a late fee of $1,500 by December 15 of the year of birth. This $400 nomination fee reflects a lowered nomination fee from $500 that was set since the program’s inception. Only foals that are by fully nominated North American stallions are eligible to be nominated during their year of birth at the weanling nomination fee level.

In 2016 Breeders’ Cup received 10,078 nominated foals (54% of eligible foal crop reported). Foal nomination revenue totaled $4,063,100.

10

10 WORLD-CLASS RACING COMPETITION

Increased Championship Purse Structure

In 2016 the Breeders’ Cup announced purse increases for the Breeders’ Cup Classic and the Longines Breeders’ Cup Turf bringing total purses and awards to a record $28 million. 1 The Classic, run at 1 /4 miles on the main track for 3-year-olds and up, was increased to a 1 total purse of $6 million. The Longines Breeders’ Cup Turf, run at 1 /2 miles for 3-year-olds and up, was increased to a purse of $4 million. These were the first purse increases on any of the Breeders’ Cup races since 2006. From 2006 through 2015 the Breeders’ Cup Classic was contested for a purse of $5 million and the Turf carried a $3 million purse.

Total purses and awards for the 2017 Breeders’ Cup, which includes 13 Grade I races held over two days, will remain at $28 million.

In addition to the increase in purses in 2016, Breeders’ Cup began paying down to the 8th finish position on every Championship race, increasing the number of horses who received purse distributions from 40% of starters to 65%. Every international starter received $40,000 as a shipping stipend and North American starters stabled outside of California received $10,000.

Breeders’ Cup Challenge Series

In 2017, the Breeders’ Cup Challenge Series: “Win & You’re In” presented by Lane’s End and America’s Best Racing will consist of 81 stakes races across six continents occurring in 13 countries. Winners of a “Win and You’re In” Challenge Series race receive (i) an automatic entry into a specific Breeders’ Cup World Championship race, (ii) paid pre-entry and entry fees, (iii) a travel stipend of $10,000 for non-California based domestic runners and $40,000 for international runners, (iv) a hotel credit and (v) a $10,000 Nominator Award.

Now in its 11th year, the Challenge Series features stakes racing qualifiers from top venues in North America, including , , Churchill Downs, Del Mar, Gulfstream Park, Keeneland, Monmouth Park, Saratoga, Santa Anita Park and Woodbine. Venues around the world include Randwick in ; Kenilworth in South Africa; four tracks in South America; Ascot, Goodwood, Newmarket and York in Great Britain; Deauville and Chantilly in France; Baden-Baden in Germany; The Curragh and Leopardstown in Ireland; and three tracks in Japan including Tokyo Racecourse, among others. Please see Appendix C for a list of all 2017 Breeders’ Cup Challenge Series races.

11 INTEGRITY AND SAFETY

The Breeders’ Cup continues to lead by example in the conduct of Thoroughbred racing at the highest levels of safety and integrity. The Breeders’ Cup is a leading advocate of the Coalition for Horse Racing Integrity, and has devoted resources to support the passage of H.R. 3084 – The Horse Racing Integrity Act. In April 2016, CEO Craig Fravel and Board Member Bobby Flay testified before the members of the Congressional Horse Caucus in support of a unified approach to medication regulation. There are currently 41 House Co- Sponsors of this measure, and we anticipate additional support.

In addition to ongoing efforts to monitor horses for 72 hours pre-race onsite and extensive veterinary checks leading up to the races, the 2017 Breeders’ Cup will feature the most up-to-date medication practices and testing protocols:

1. Out-of-competition testing will be performed on potential runners throughout the summer and fall and random follow-up testing on smaller samples will be performed within 24 hours of initial testing. 2. Pre-testing for TCO2 will be performed on all runners. 3. Post-race testing will be performed on the first four finishers plus any additional runner selected by the Stewards. The post-race samples will undergo the most rigorous instrumental analysis at the Maddy Lab at UC Davis. The results will be reconciled against a mass-spectral library of more than 1500 Substances - inclusive of controlled therapeutic medications, banned substances, and a recently expanded anabolic steroid panel. This screening process is more rigorous than that applied to any human sporting discipline. 4. New for 2017, Breeders’ Cup and Del Mar received permission from the California Horse Racing Board to write race conditions which the usage of anabolic steroids or other non-therapeutic medications in horses pre-entered to run in one of the 13 Breeders’ Cup World Championship races. Breeders’ Cup will administer out-of- competition testing on all Challenge winners plus other potential starters and will not accept the pre-entry of horses that have a positive test result.

12 13 BRAND ENHANCEMENT & EXPERIENCE

A Celebration of the Sport and Lifestyle of Horse Racing

The Breeders’ Cup has grown from a one-day, seven-race event to a multi-day, 13-race celebration of the sport and lifestyle of horse racing that features championship racing worth $28 million in purses and awards, world-class hospitality and events. The Breeders’ Cup Challenge Series layers our brand on top of 81 of the best races in 13 countries around the world.

The Breeders’ Cup is recognized globally as one of the world’s most prestigious, world-class championship events. Over the past five years we have invested in an integrated brand campaign, titled The Best is Yet to Come, with the goal of elevating the Breeders’ Cup position as a luxury/lifestyle brand. The campaign reinforces our core value proposition of showcasing the best races, the best jockeys, the best trainers, the best owners, the best breeders, the best events and the best experience. As a point of differentiation throughout the industry, we offer the best of the best. In 2016, this campaign was freshened creatively and evolved to simply “The Best” campaign.

Since 2014 we have retained a boutique, luxury/lifestyle public relations firm, Communications, to help us tell the Breeders’ Cup brand story through targeted, top-tier national media outlets. This partnership has been successful on many levels, providing Breeders’ Cup great exposure across TV, print and digital media, including hits on The Tonight Show with Jimmy Fallon (featuring Breeders’ Cup Ambassador Kate Upton), FOX Business (Craig Fravel), Bloomberg TV (Craig Fravel), The New York Times, The Wall Street Journal, Departures Magazine, Vogue, People.com, Forbes.com and many more.

Our brand positioning is heavily reinforced on a daily basis across all Breeders’ Cup social media channels. We made a significant investment in social media over the past few years as it continues to become an important, and growing, part of the overall marketing and communications plan. In 2016 we retained Grand Slam Social as our social agency of record and they have done an outstanding job of growing our social channels, developing a consistent Breeders’ Cup voice on social media and increasing social engagement with our fans.

Breeders’ Cup social media platforms have experienced strong growth year-over-year generating 19.6 million impressions and 1.6 million video views during Breeders’ Cup week alone in 2016.

14 SANTA ANITA PARK NOVEMBER 4 & 5

GRAB LIFE BY THE REINS

TICKETS ON SALE JUNE 6 BREEDERSCUP.COM/TICKETS

THE BEST IS YET TO COME

15 Providing a Customer and Participant Experience That Matches the Quality of Our Championship Racing Product

The Breeders’ Cup has separated itself from the rest of the racing industry in terms of participant and fan experience. We made significant investments in creating exclusive, world-class events for participants, such as Taste of the World and the Trackside Marquee, as well as innovative and unique seating areas for fans such as The View and, new for 2016, the Silks Lawn Chalet.

The View during Breeders’ Cup at Santa Anita Trackside Marquee at Santa Anita

16 2016 Taste of the World – Warner Bros Studios Silks Lawn Chalet at Santa Anita

16 Television Exposure

In 2013, the Breeders’ Cup Classic became the first horse race ever to be shown live in Primetime on network television (NBC) and it aired again in Primetime in 2014 and 2016.

In 2017, as part of our ongoing strategy with NBC to showcase the Breeders’ Cup in Primetime, the $6 million Classic will again be featured in Primetime on NBC live from Del Mar.

Additionally, 2017 has seen a dramatic increase in top-quality horse racing telecasts on NBC and NBCSN. The expanded Breeders’ Cup Challenge Series (see full schedule in Appendix D) represents the best schedule of races ever presented in a “summer series” and NBC credits this series as the foundation which has allowed the network to expand overall racing coverage to include The Pegasus World Cup and week-long coverage of Royal Ascot. In 2017, NBC will present its most extensive schedule of horse racing ever with 85 hours of programming.

This expansion of coverage and quality of the televised races are the outgrowth of the agreements (outlined below) that the Breeders’ Cup executed over the past two and a half years with NBC. These agreements have provided both continuity of racing coverage (Belmont to Breeders’ Cup) and the ability to plan further ahead – allowing for racing to confirm time slots and plan with our television partner years in advance. These are essential ingredients in our ability to successfully participate in the changing television . The referenced agreements will continue to position the Breeders’ Cup and racing in general for successful television exposure.

In late 2014, Breeders’ Cup announced an unprecedented, 10-year extension of its media rights partnership with NBC Sports to televise the World Championships through 2025. This was an extension of a four-year agreement that began in 2012.

In 2015, Breeders’ Cup announced another extension with NBC Sports, this time renewing the Breeders’ Cup Challenge Series for three additional years. Following two successful years, the country’s top horse races leading up to the Breeders’ Cup World Championships will continue to be televised by NBC Sports Group through 2018.

17 LONG-TERM HOST SITE PLAN

In 2014, the Breeders’ Cup announced a long-term host site strategy and a three-year host site plan. This plan incorporated two new host sites, Keeneland and Del Mar, which created competition among the various host sites and brought positive results from a financial, planning, service delivery, sponsorship and marketing perspective. Breeders’ Cup had net operating income of $1.2 million at Keeneland and is projecting net operating income of $2.8 million at Del Mar. Based on the proven track record of success, Breeders’ Cup intends to stay on a three-year host site plan and we will carefully consider financial and operational results from the Del Mar event before identifying future sites.

2018 at

Lexington, KY Los Angeles, CA San Diego, CA 18 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

SELECTED FINANCIAL DATA AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING RESULTS

Responsible Stewardship of Nominator Provided Financial Support

Budget Actual Actual Actual Actual Actual FYE FYE FYE FYE FYE FYE 1/31/18 1/31/17 1/31/16 1/31/15 1/31/14 1/31/13 Revenues: Simulcast fees $ 12,750,000 $ 12,599,070 $ 11,939,746 $ 11,869,179 $ 12,138,106 $ 10,860,114 Host track contribution 6,729,236 4,609,961 6,179,004 4,250,000 3,928,780 4,450,380 Entry fees 8,730,000 8,265,000 5,720,000 6,100,000 5,500,000 8,310,000 Nomination fees 15,575,000 15,610,640 15,265,536 14,620,520 14,952,119 14,340,743 Sponsorship & licensing 6,695,000 5,894,589 6,381,135 4,130,633 2,873,284 3,652,668 Total Revenues 50,479,236 46,979,260 45,485,421 40,970,332 39,392,289 41,613,905

Expenses: Championship purses 28,080,000 27,703,799 25,980,500 26,293,250 26,461,000 25,441,000 & awards Challenge awards 3,265,000 3,325,715 2,171,112 2,142,000 2,137,536 3,636,970 & administrative costs Direct event operating 475,000 734,315 354,879 835,407 1,116,402 1,242,056 expenses Marketing & enhanced 3,485,000 3,731,940 3,435,394 3,466,340 3,158,381 3,740,430 experience expenses Television 3,667,500 3,192,080 3,794,762 3,944,780 2,245,563 2,260,697 Sponsorship expenses 1,865,000 1,374,208 1,783,936 1,115,746 1,018,568 1,024,235 Nomination marketing 375,000 313,525 381,088 333,959 339,833 367,658 & administration Salaries & benefits 4,175,000 3,940,351 4,136,117 3,843,227 3,791,085 3,653,984 Business travel 525,000 486,290 445,620 466,747 515,639 539,084 NTRA/TAA support 202,900 238,733 242,900 245,000 483,333 500,000 New business initiatives 100,000 1,459 45,619 196,784 92,510 103,948 General & administrative fees 1,478,850 1,538,680 1,484,737 1,557,028 1,845,929 1,837,889 Total Expenses 47,694,250 46,581,095 44,256,664 44,440,268 43,205,779 44,347,951 Net Operating Income 2,784,986 398,165 1,228,757 (3,469,936) (3,813,490) (2,734,046) Investment Income - 3,141,436 63,088 4,359,603 3,859,375 3,802,524 Racing Integrity Coalition 160,000 169,093 449,120 - - - expenses World Horseracing 250,000 35,000 - - - - Consortium Net Income $ 2,374,986 $ 3,335,508 $ 842,725 $ 889,667 $ 45,885 $ 1,068,478

Additional Financial Data: Debt/Investments Summary Line of credit outstanding - 675,406 816,454 5,455,439 9,194,171 5,361,844 permanent portion Investment values 42,912,489 39,773,772 43,710,950 46,331,892 42,454,456 Net Position $ 42,237,083 $ 38,957,318 $ 38,255,511 $ 37,137,721 $ 37,092,612

19 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

Management of Breeders’ Cup Limited (“BCL”) has prepared the following discussion of financial results for the year ending January 31, 2017 and the approved budget (“Budget”) for the year ending January 31, 2018. Selected Financial Data, including budgeted amounts for the year ending January 31, 2018, are set forth above. For presentation purposes, each fiscal year will be referred to based upon the calendar year in which the Breeders’ Cup World Championships (“Championships”) were or will be conducted. As discussed more fully below, you will note certain material differences in some line items comparing results for years where the event has been held at Santa Anita versus events held at Keeneland and Del Mar. This discrepancy is due to negotiated differences in the respective deal structures. Simply stated, the Santa Anita deal structure contemplated a minimum guaranteed contribution by the host site ($4.2 million) while the Del Mar and Keeneland deals provide for upfront retention by the host site and a back end revenue share. The impact in terms of financial reporting has been a shift of some expenses from the BCL-only budget to the event budget (reflected in Host Track Contribution) where in the case of Keeneland and Del Mar the expenses are more directly event execution related. At the end of the day, all deal structures result in an overall revenue share of approximately 80 – 20 in favor of BCL although downside risk is allocated differently in the two models. As more fully discussed below, 2016 was a transformational year in that, for the first time in recent history, we were able to achieve a positive return from conducting the event at Santa Anita. While that return is modest, net operating income was $398,165, it compares dramatically to an actual net loss from operations of approximately $3.5 million in 2014 and $3.8 million in 2013. Importantly, it is now clear that based on a strategic direction set in early 2014 we can realistically project positive financial results in future years with confidence that our current roster of host track partners (Churchill Downs, Del Mar, Keeneland, Santa Anita) have either established positive financial performance or are reasonably predicted to do so. Even aside from the financial results, Santa Anita in 2016 delivered in spectacular fashion. Santa Anita reported record attendance for the two-day event with over 118,500 fans enjoying two days of spectacular racing and hospitality. Ticket sales revenues topped $9.6 million in 2016, a 13% increase over 2014 at Santa Anita when ticket sales totaled $8.6 million. Total wagering exceeded $169.2 million in 2016, the second highest in Breeders’ Cup history behind the 2010 event at Churchill Downs which featured 14 Breeders’ Cup races versus 13 in 2016. Total wagering in 2014 at Santa Anita by comparison totaled $159.4 million. Moreover, the participant and fan experience exceeded all prior Santa Anita editions of the Breeders’ Cup, confirming management observations through high satisfaction scores reported in post-event surveys. The success achieved in 2016 built upon strategic objectives established in 2013-14 including the following: 1. Creation of a true sense of competition among potential host sites and host communities through the introduction of new venues (Keeneland and Del Mar) resulting in improved service delivery, capital investment in facilities, community support and involvement and financial return. 2. Development of a long-term television and media partnership with NBC, now the self- described television home of horse racing, and expansion of the brand across the Breeders’ Cup Challenge Series while building a story telling and sponsorship sales platform for the Championships throughout the country and the world in the summer and fall.

20 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

3. Construction of consistent brand messaging, public relations and marketing programs in support of the Challenge and the Championships through expanded television coverage, earned media, and a creative and coherent social and digital media strategy. 4. Continual enhancement and upgrade of the participant experience through world class entertainment events, improved food and beverage options and concierge-level customer service, making the Breeders’ Cup a “can’t-miss” event on the international racing calendar. 5. Maintenance of the highest standards of integrity and safety in connection with the Championships and continuing to lead US racing by example in developing and implementing best management practices in drug testing, out of competition testing, on-site security and video surveillance and cooperation with regulatory authorities. 6. Active management of expenses while seeking growth in core revenue areas such as ticket sales, wagering and sponsorship and continued delivery of experiential quality and the quality of the racing product. With the foregoing objectives in mind, we remain highly focused on conducting championship races of the highest caliber featuring an international cast of trainers, owners, breeders and most importantly, horses. Our entire organization is enormously proud that the Longines World’s Best Race Award was presented in London in January to the Breeders’ Cup for the Breeders’ Cup Classic. Building upon these objectives, the Selected Financial Data also includes elements from our Budget and projections for the inaugural event to be held at Del Mar on November 3 and 4, 2017. In the preparation of this Budget, we have taken to heart the suggestion of our Audit and Finance Committee Chair in approaching this as a “free throw” budget. In other words, we expect to make it but it is by no means a layup (we note that the number one team in the NCAA is hitting free throws at an 82.8% rate while Kentucky clocks in at 68.7%). The Budget was approved by the Board on January 31, 2017. Based upon projected ticket sales of $14.4 million at Del Mar and our analysis of other components of revenue and expense, the Budget projects approximately $2.8 million of net income from operations. While any first-time venue presents uncertainties, we believe this Budget looks prudent but challenging. It compares quite favorably to actual results of $398,165 in 2016 and $1.2 million in 2015. For presentation purposes, our discussion is structured as follows: (1) actual 2016 results as compared to actual 2015 results (illustrates differences between Santa Anita and Keeneland and reflects current growth trends outside the Event Budget); (2) actual 2016 results as compared to actual 2014 results (illustrates differences between 2016 and 2014 under similar conditions at Santa Anita); and (3) budgeted results for 2017 as compared to projected 2016 results (illustrates differences between Del Mar and Santa Anita).

REVENUES Total revenues for 2016 excluding gains or investments were $47.0 million as compared to $45.5 million in 2015 and $41.0 million in 2014. By comparison, projected total revenues for 2017 are $50.5 million. Critical elements in this overall growth in revenues are: (i) the change in entry fees to three percent beginning in 2016, (ii) growth in the yield on simulcast wagers as the

21 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

result of a change in pricing beginning in 2015 to 50% of gross rather than 50% of net takeout, (iii) increased revenues from stallion nominations, (iv) overall growth in ticketing revenues embedded in the Event Budget, and (v) sustained growth in sponsorship revenues (increase of 105% since 2013). Admissions revenue is a key component of Host Track Revenue, which varies greatly depending upon the host site, and is primarily a function of premium seating capacity as discussed below.

Simulcast Revenues Simulcast revenues in 2016 were a Breeders’ Cup record of $12.6 million as total all source wagering was $169.2 million (the second highest in the history of Breeders’ Cup). The significant increase in handle reflects $7.8 million wagered in Japan pursuant to a first time agreement with the Japanese Racing Association (“JRA”). Simulcast fees increased 5.6% from 2015 as a result of (a) $234,496 in revenue from the JRA and (b) an increased blended takeout rate of 20.2% in 2016 from 18.2% in 2015. Wagering was up in 2016 through the first 12 races, but wagering on the Classic was unusually weak as bettors failed to find value in a race in where the favorite, California Chrome, was 4-5 and the second choice, Arrogate, was 8-5. With the exception of 8-1 on , the other six horses in the race were all double-digit odds. Domestic wagers on win, place, and show in the Classic were down 7.0%; betting in the exacta pool was down 17.3%; betting on the trifecta was down 20.9%; and betting on the superfecta was down 19.7% as compared to 2015. International wagering continues to improve from efforts to open up the Japanese and other markets. European wagering, however, is historically lower at versus east coast venues due to time changes and the mandate that British betting shops close at 10 P.M. GMT. That said, an increase in exchange wagering revenues from the UK and Ireland assisted in offsetting a decline in other forms of European wagering in 2016. BCL is in current discussions with At The Races and other similar content providers to further analyze the ever changing UK wagering and viewing marketplace. We continue to experience a shift in wagering from brick and mortar locations to advanced deposit wagering (“ADW”) companies. For example, 2016 on-track attendance was reported to be the largest in the history of the Breeders’ Cup yet on track handle only increased by $79,793 from the total reported in 2015 at Keeneland. However, newly implemented legislation in California will treat wagers placed at the host track through ADW companies as on-track handle that is projected to increase the effective yield on wagering. The Budget projects simulcast revenues to increase to $12.8 million based upon projected returns to the average Breeders’ Cup field size (12 per race projected in 2017 versus 11.5 per race and 12.4 per race actuals in 2016 and 2015, respectively) and ongoing initiatives to secure wagering agreements in Japan, Hong Kong and other markets.

Host Track Contribution Host Track Contribution is tied to the net results from shared operational revenues and expenses between the host track and Breeders’ Cup included in a contractual budget called the “Event Budget.” The main sources of revenue within the Event Budget are on-track wagering, ticketing, and attendance related revenues such as parking and concessions (excluding food and beverage included in the ticket price). Expenses within the Event Budget include labor costs (host track staffing and seasonal event staffing), rental fees (tote equipment, credit card terminals, production costs, and furniture), operating supplies (ticketing brochures, racing

22 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

programs, and track apparel), racing and venue related expenses (veterinary panel, quarantine build-out, racing panel, and equine security), signage, participant hospitality, temporary facilities, and Breeders’ Cup Betting Challenge (“BCBC”) expenses. The Host Track Contribution in 2016 was $4.6 million as compared to $6.2 million in 2015 and $4.3 million in 2014. Budgeted Host Track Contribution for 2017 totals $6.7 million. While, as noted above, the expense items included in the Event Budget vary between Santa Anita, on the one hand, and Keeneland and Del Mar, on the other, the primary drivers of this line item are ticket sales revenues (excluding processing, parking and other fees) which totaled $9.1 million in 2016, as compared to $16.1 million and $8.2 million in 2015 and 2014 respectively. Please note that $156,911 from Trackside Marquee ticket sales in 2016 is not included in the Event Budget and is treated as BCL only revenue. Budgeted ticket sales revenues in 2017 are $14.1 million based on premium seating capacity at Del Mar. Growth in 2016 resulted from several factors including a year round on-site sales and operations presence for BCL at Santa Anita, support from the LA Sports and Entertainment Commission, and increased premium seating at Santa Anita in the form of the Gallop Out (permanent improvement) and Silks Lawn (temporary). While on-track wagering in 2016 grew only slightly as compared to 2015 and 2014, this can be attributed to increased wagering through ADW outlets by on-track patrons. As noted, this is expected to improve in 2017 due to a change in California law requiring geo-location of ADW wagers. While the 2016 Host Track Contribution increased by only $359,961 from 2014, ticket sales included in the Event Budget increased by almost $886,714. Ticket sales for Trackside Marquee were BCL only revenue because BCL paid for the Trackside Marquee in its entirety. On track wagering revenue increased only by $27,739 from 2014 at Santa Anita. Increased tickets sales revenue in 2016 were offset in part by increased expenses attributable to such sales including an increase of $88,767 in staffing from 2014. Ticket sales marketing increased by $148,406 from 2014 but was still in-line with such marketing expenses in prior years at Santa Anita. Increased marketing spends were also focused on VIP, sponsor and horsemen attendance at festival events such as Arcadia Night: Salute to Zenyatta. Additional expenses not incurred in 2014 included (a) a $150,000 consulting fee to Colonnade for temporary structures pursuant to the terms and conditions of a three-year agreement between BCL and Colonnade which expires at the end of 2017, (b) $120,000 in construction and rental costs for the Silks Lawn structure located in the infield, and (c) increased food and beverage expense included in premium ticket prices. The 2016 Host Track Contribution reflects a negative variance of $1.6 million as compared to 2015 at Keeneland. This variance is primarily attributable to $7.0 million of additional ticket sales at Keeneland (offset by corresponding expense increases including, temporary structures of approximately $4.1 million, food and beverage of $674,027, consulting fees of $150,000, offsite parking of $424,001, and tote infrastructure fees of $210,532). The utilization of premium temporary structures at Keeneland significantly increased the amount of premium ticket inventory available for sale when compared to that at Santa Anita. Wagering directly through the Breeders’ Cup Betting Challenge (BCBC) generated $5.4 million in total contest wagers and $3.5 million of the $20.7 million of on-track handle in 2016. Participants in the BCBC purchase a place in the contest for $10,000. $2,500 of the $10,000 is allocated to a “prize pool” for winners of the BCBC, and BCL does not receive any revenue (takeout) on this prize pool. The remaining $7,500 is used by the players to make live wagers on BCL races during the contest. BCL receives a percentage of takeout pursuant to the Host

23 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

Track Agreement. BCBC generated $700,000 of revenue to the Event Budget through on- track wagering and $190,000 to BCL through simulcasts in addition to ancillary, non-contest wagering by participants. Event Budget expenses for the BCBC were $343,835 (ticketing, credit card processing, food and beverage and build-out fees) and BCL expenses were $113,492 in marketing efforts. Management is analyzing new business opportunities to generate additional revenue streams via the BCBC contests and other similar contests. The Budget projects that Del Mar will generate a Host Track Contribution of $6.7 million resulting in a positive variance of $2.1 million from 2016. The increase is a result of projected increased ticket sales of $5 million (with approximately $880,000 of corresponding temporary structure build-out costs as compared to $4.1 million at Keeneland). While the Trophy Lounge/ Breakfast Marquee will also be a temporary structure in 2017, associated costs are excluded per our Host Track Agreement from the Event Budget and allocated to sponsorship fulfillment expenses and enhanced entertainment expenses within the BCL budget. The 2017 Host Track Agreement provides that additional expenses traditionally paid 100% by BCL such as horsemen gifting are now incorporated into the Event Budget. The 2017 Event Budget reflects a collective increase of $205,700 of purses for an undercard filly and mare turf sprint and the undercard juvenile turf sprint. The increased purses will attract better quality horses from abroad and hopefully long-term lead to two additional undercard graded stakes that can move from the Breeders’ Cup from venue to venue.

Entry Fees Entry fees totaled $8.3 million in 2016 as the result of a Board approved entry fee increase to three percent of the purse (with a cap of $150,000 in the Classic and $100,000 in the Turf) from the previous two percent. Entry fees in 2016 declined from 2015 and 2014 on an adjusted basis as a result of the previously mentioned decrease in average field size. Although 160 horses entered the 2016 Championship races, six starters withdrew due to veterinary scratches and another four on the also eligible list withdrew prior to drawing in. A total of 150 horses ultimately started. By comparison Keeneland had 161 starters in 2015 and Santa Anita had 159 starters in 2014. In anticipation of the logical question, Management does not believe the increased entry fees affected field size. Seven of 13 races filled or overfilled at pre-entry. Seven of 13 races also averaged more starters than their five-year average. Short fields were directly attributable to the high quality of the horses competing in key races. The Sprint dropped from a five-year average of 13.5 starters to seven in 2016. Key prep races prior to the Sprint also averaged seven starters or less. While the Sprint had nine entries, two horses withdrew due to vet scratches. Similarly, the Distaff featured only eight after Paid Up Subscriber withdrew before entry. With a field at pre-entry including superstars such as Beholder, Songbird, and I’m a Chatterbox dominating the Distaff division, eight starters in the race was a positive. The Budget projects entry fees of $8.7 million; a positive variance of $465,000 from 2016. This positive variance assumes a return to historical field sizes which we believe is reasonable as the Del Mar venue is receiving a lot of interest from horsemen.

24 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

NOMINATIONS Domestic Stallion Nominations Domestic stallion nomination fees in 2016 yielded $8.3 million as compared to $7.4 million and $6.9 million in 2015 and 2014, respectively. Advertised stud fees increased on average in 2016, led by eleven stallions with advertised fees of $100,000 or more and an increase of ten such stallions over 2015. The 2017 Budget projects similar domestic stallion nomination revenue from 2016 with $8.3 million of projected domestic stallion nomination fees.

International Stallion Nominations International stallion nomination fees in 2016 yielded $2.4 million in fees, a positive variance of $143,046 from 2015 and a negative variance of $125,039 from 2014. While some international stallions did not renew in 2016, visits by management and international representatives to stud farms throughout Europe and Japan resulted in sustained stallion revenue levels in those areas. The economy in South America, in particular Argentina, continues to be difficult and remains an obstacle for generating stallion nomination fees from that region. Australian nominations have also continually declined due to distance and geography, but BCL still receives support from important nominators. The 2017 Budget projects $2.2 million in international nomination fees.

Foal Nomination Fees Foal nomination fees declined in 2016 after several years of growth. Foal nomination fees in 2016 were $4.1 million reflecting a negative variance of $63,000 from 2015 and a positive variance of $133,600 from 2014. The decline in 2016 is reflective of a decline in the number of mares bred to nominated stallions and is comprised of small declines spread across such stallions totaling 130. Foal nominations are projected to increase slightly in 2017 as the Jockey Club continues to project flat foal crops year to year.

Horses of Racing Age Nominations Horses of Racing Age nominations totaled $866,000 in 2016 as compared to $1.5 million and $1.3 million in 2014 and 2016 respectively. While management projected a slight decline in Horse of Racing Age nominations in 2016, the decline was more than anticipated due to increases in eligible foals under the adoption of the Breeders’ Cup International Stallion Program. With many more international runners becoming automatically eligible, the majority of late nominations will comprise those foals sired by North American stallions and not nominated to the Breeders’ Cup as foals. The 2017 Budget projects $950,000 in horses of racing age nomination reflecting the continued growth in the number of eligible horses from the Breeders’ Cup International Stallion Program.

Sponsorship Sponsorship and licensing (merchandise, television and radio, and other intellectual property rights) resulted in combined revenue of $5.9 million in 2016, a negative variance of $486,546 from 2015 and a positive variance of $1.8 million from 2014. While sponsorship revenue declined from 2015 to 2016, this was attributable to sponsorship revenue generated from local businesses in the Lexington, Kentucky marketplace which, not surprisingly, did not renew in 2016. Los Angeles remains a difficult market for local sponsorship. However, increased efforts by management to work with the Los Angeles Sports Commission, Arcadia and Pasadena chambers of commerce and other similar civic groups continues to increase BCL’s local market share as evident from the significant increase in sponsorship from 2014 to 2016. 25 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

Sponsorship in the American Thoroughbred industry continues to face challenges including animal welfare issues and various companies reluctant to sponsor industries connected to wagering. As a result of the 2008 financial crisis that greatly impacted sponsorships throughout sports, BCL’s sponsorship efforts have shifted from maintaining a small number of key sponsorship partners to now over 40 sponsorship partners. Sponsorship diversification mitigates significant financial risk of losing a major sponsor and increases comfort among potential sponsors impressed by BCL’s extensive roster of partners. BCL’s major partnerships include Longines, TwinSpires, Americas Best Racing, John Deere, and Lane’s End. The Longines deal generated $1 million of gross revenue in 2016 which equated to 16.7% of total sponsorship revenue. Other major racing events such as Prix de l’Arc de Triomphe, Goodwood, Royal Ascot and Dubai World Cup have major presenting or title sponsorship deals (indirectly through sovereign wealth funds) which likely encompass a high percentage of their total sponsorship revenue. BCL continues to have discussions with similar potential sponsors, but management believes a diversified sponsorship roster positions BCL for a stable future. BCL added nine additional sponsors in 2016 including Aston Martin. The 2017 projected combined sponsorship and licensing revenue is $6.7 million. This reflects a positive variance of $800,411 which equates to an increase of 13% from 2016 sponsorship revenue. This positive variance assumes renewal of most of the agreements currently up for renewal in 2017.

EXPENSES WORLD CHAMPIONSHIP RACING EXPENSES

Championship Purses 2016 Championship purses totaled $24.3 million which reflects an additional $2 million from 2015 ($1 million added to both the Classic and the Turf). This purse increase was financed through the entry fee restoration of three percent of the purse (with a cap of $150,000 in the Classic and $100,000 in the Turf). Championship purses had a positive variance of $30,000 from the 2016 comparables due to a starting field of seven and a disqualification in the Sprint. We have budgeted no new purse increases in 2017 in Championship races.

Championship Nominator Awards Horses that finish first through fourth in any Breeders’ Cup World Championship race earn a foal nominator award for the breeder nominating the horse. A stallion nominator award is paid to the person who nominated the sire. Stallion nominator awards are no longer paid to European Breeders’ Fund nominated stallions that were not separately nominated to the Breeders’ Cup. Championship nominator awards are based on a percentage of nomination revenue so there was no mid-year adjustment needed in this category with respect to increases in entry fees. Championship nominator award expenses totaled $1.2 million in 2016 which was a positive variance of $108,375 and $181,125 from 2015 and 2014, respectively. This savings is a result of reduced award levels to international stallion nominators. The 2017 Budget projects $1.3 million in Championship nominator awards.

Championship Travel Awards Championship travel awards are paid to international and domestic shippers who stable outside the host track state. A travel allowance of $10,000 for North American runners and $40,000 for international runners is paid when the respective horse starts in the Breeders’ Cup World

26 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

Championships. 2016 travel awards were $2.0 million. The 2017 budget projects $2.3 million in travel awards corresponding to projected entries of 157 (excluding in-state horses) and increased interest from horsemen in Del Mar as a first time venue.

Championship Owner Rewards Championship owner rewards are part of a new program providing each owner of a Championship runner a $1,500 hotel credit towards an official Breeders’ Cup designated hotel (Langham and Westin in 2016) and complimentary VIP car service to and from the airport. 2016 expenses totaled $86,674. Management believes these benefits were under-utilized in 2016 due in part to (a) the first time availability of the program and (b) hotel options preferred by owners in the Beverly Hills area. Management is developing enhanced communication efforts to inform owners of this incentive and other services in 2017. We are projecting that at least 25 more owners will take advantage of these awards in Del Mar as a result of enhanced communications. The 2017 Budget projects expenses of $150,000 reflects an increase of $63,326 from 2016.

Breeders’ Cup Challenge Series Expenses In 2016, BCL had 82 Breeders’ Cup Challenge Series “Win & You’re In” races, including, 32 international, 19 east coast, 14 midwest, 13 west coast and four Canadian races. 64 Grade/Group 1 races were Challenge Series Races. Any nominated horse that wins a Challenge Series Race receives: (a) an automatic starting position in the corresponding Championship race; (b) Pre- entry and Entry Fees paid; and (c) a nominator award of $10,000 to the person nominating the foal or horse of racing age.

Challenge Series Entry Fees 2016 Challenge Series entry fee expenses were $2.8 million. While entry fees related to the Challenge Series increased in 2016, management views such expense increase as a positive reflection on the effectiveness of the program and of the desire of horsemen to participate in the Challenge Series. 43 horses collected rewards in 2016 versus 39 horses in 2015 and 36 horses in 2014. The 2017 Budget projects $2.8 million of Challenge Series entry fees based on 43 horses projected to compete.

Challenge Series Nominator Awards Challenge Series nominator awards have remained essentially flat since 2014 and are budgeted at $440,000 in 2017, a slight decrease from actual results of $460,000 in 2016.

Challenge Fulfillment Expenses Challenge fulfillment expenses are blankets, caps and similar items. 2016 expenses totaled $25,715 which were consistent with prior years. The 2017 budget contemplates an increased spend to $75,000 to further promote the Challenge Series experience through enhanced gifting such as flowers, hats and additional recruitment tools.

Direct Event Operating Expenses Direct event operating expenses are expenses not contained in the Event Budget but which pertain to horsemen hospitality and gifting, horsemen materials, industry VIP ticketing, and media relations. Examples include the hospitality lounges at the Langham and Westin hotels in 2016. The 2016 expenses were $734,315. The 2017 Budget projects $475,000 reflecting a positive variance of $259,315 from 2016 attributable to horsemen’s gifting expenses moving to

27 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

the Event Budget. These expenses were also included in the 2015 Event Budget. Management is anticipating increased expenses relating to hotel hospitality due to four hotels being “official” Breeders’ Cup hotels in Del Mar versus two hotels in 2016.

Enhanced Experience Events Enhanced experience expenses were $1.6 million in 2016, with a negative variance of $249,474 and $469,443 from 2015 and 2014, respectively. Breakfast Marquee/Trackside Marquee expenses were a BCL only expense and not an Event Budget expense as agreed to in the final Event Budget discussions with Santa Anita. Additionally, increasing the size of the Breakfast Marquee/Trackside Marquee in 2016 to improve the Breakfast Marque experience resulted in additional costs. While expenses were partially offset through Trackside Marquee ticket sales, low Friday ticket sales of 166 of the 250 available seats impacted those revenues. The 2017 Budget projects enhanced experience expenses of $1.1 million, a decrease of $431,176 from 2016. While the Breakfast Marquee will remain a BCL only expense in 2017, the Breakfast Marquee will also serve as the Trophy Lounge for sponsors, industry VIPs and other contracted parties. A portion of the build-out costs for Breakfast Lounge/Trophy Lounge are allocated to the sponsorship fulfillment budget. Historically, BCL was required to purchase tickets from the Event Budget for ticket fulfillment for sponsorship obligations and industry VIPs. In 2017, no tickets are required to be purchased for this location leaving high value inventory in the Del Mar grandstand available for sale to the public. Additional savings in 2017 include decreased expenses associated with a Finish Line Celebration (a similar, smaller event is contemplated to fulfill contracted sponsorship obligations).

Simulcast Marketing and Betting Challenge Simulcast marketing expenses were $506,092 in 2016, a negative variance of $172,778 from 2015. Marketing expenses in 2016 reflect a $233,000 expense for the “Bet Like No Other” campaign focused on increasing wagering at off-track venues. A portion of this additional expense was offset by savings resulting from the termination of a simulcast consultant whose duties were assumed in-house. The 2017 Budget projects expenses of $588,000 to promote simulcast wagering, the BCBC and BC Qualify.

Event and Brand Marketing Event and brand marketing expense were $1.7 million in 2016, a savings of $125,706 from 2015 and $384,434 from 2014. Savings resulted from not hiring a celebrity spokesperson similar to Kate Upton in 2015. $560,000 was spent in 2016 on Challenge Series marketing, which included approximately $310,000 on the “Racing with the Stars Sweepstakes” in which a record 111,000 fans entered (89% of these fans are new to the BCL database). We will continue to monitor spending on BCL from this new database to quantify a return on investment with this marketing initiative. The 2017 Budget projects expenses of $1.8 million which includes additional expenses for website and mobile website upgrades and celebrity promotions.

Television Television expenses totaled $3.2 million in 2016, reflecting a positive variance of $602,682 from 2015. This decrease in expense relates to the 2016 Summer Olympics broadcast by NBC which reduced the number of telecasts by two in 2016. 2017 projected television expenses are budgeted to increase by $475,420 from 2016 as a result of two additional productions in 2017 and a three percent production expense increase per the terms of the ten-year deal with

28 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

NBC. BCL’s agreement with NBC promotes Thoroughbred racing via the Challenge Series on television beginning at the conclusion of the Triple Crown and continuing through the World Championships. NBC now has Thoroughbred racing every month of the year with the exception of December and February. This important industry endeavor continues to promote Thoroughbred racing to a broad audience.

Sponsorship Fulfillment Management has historically budgeted sponsorship fulfillment at 27% of sponsorship revenue based upon historical analysis. 2016 sponsorship fulfillment was $1.4 million, equating to 23.4% of sponsorship revenue. Significant sponsorship fulfillment expenses in 2016 included $1.0 million in ticketing and hospitality. The 2017 Budget fulfillment cost projection is $1.9 million which corresponds to projected sponsorship revenue increases.

Nominations Marketing and Administration Nominations marketing and administration expenses were $313,525 in 2016, which is a saving of $67,563 and $20,434 from 2015 and 2014, respectively. The 2017 Budget contemplates an increase of $61,475, which includes the retention of a consultant in Japan to focus on Japanese stallion nominations and the recruitment of potential runners and supporting nominator communications to enhance marketing efforts.

Industry Support Industry support totaled $238,733 in 2016, comprising of $195,833 to the National Thoroughbred Racing Association (“NTRA”) and $42,900 to the Thoroughbred Aftercare Alliance. Industry support in 2017 is expected to decline by $35,833 as a result of a negotiated reduction in NTRA dues.

New Business Initiatives New business initiatives expenditures were $36,459 in 2016 and included continued analysis of Daily Fantasy Sports (“DFS”) and handicapping contests and the World Horseracing Consortium. The World Horseracing Consortium portion of this expense, along with expenses related to the Racing Industry Coalition (discussed further below), were moved below the Net Operating Income line in the Selected Financial Data. Most new business initiative work occurred in-house without outside expenses. BCL is continually monitoring the DFS market to be positioned to react if and when the opportunity exists. In 2016, BCL conducted a Request for Proposal for BC Qualify which may present an opportunity for BCL to invest in the handicapping contest space when legal clarity exists and the projected return on investment is positive. Additionally, BCL invested $35,000 in start- up costs for the World Horseracing Consortium in 2016. The World Horseracing Consortium is a global marketing/sponsorship joint venture among BCL, Royal Ascot, Goodwood, Hong Kong Jockey Club, and Royal Randwick with the potential to also include Dubai World Cup, Prix de l’Arc de Triomphe, and Japan Racing Association. The intent of the World Horseracing Consortium is to establish a year-long global platform to cross-promote the top horse races in the world. Once this platform is established, the individual racing entities will pool intellectual property rights to generate sponsorships for the World Horseracing Consortium which revenue would be proportionately distributed to such racing entities. BCL potentially benefits through generating additional sponsorship revenue from foreign businesses that desire to expand their sponsorship footprint. The 2017 budget projects $350,000 of new business initiative

29 FINANCIAL PERFORMANCE The Year Ending January 31, 2017 and Budget for the Year Ending January 31, 2018

expenditures with a $250,000 allocation to the World Horseracing Consortium development costs (moved below Net Operating Income in the Selected Financial Data) subject to continued diligence and discussions between BCL and the other racing entities. While the World Horseracing Consortium investment does not project a financial return in 2017, sponsorship revenue is projected in 2018 and beyond.

Salary and Benefits 2016 projected salary and benefits were $3.9 million which included savings of $155,000 due to the departure of Bob Elliston. Salary and benefits did not materially increase from 2015 to 2016 with the exception of hiring of Drew Fleming as Senior Vice President, Development and Administration. That hiring, as predicted, resulted in decreased legal fees of $124,000 in 2016 as reflected in general and administrative expenses. Additionally, Drew has assumed many of Bob Elliston’s responsibilities and also assists in simulcast sales and administration eliminating $160,000 in simulcast consulting fees in 2016. The 2017 budget projects salary and benefits of $4.2 million, an increase of $234,649 from 2016. This increase is attributable to the creation of a new position in the Racing Department to assist in racing administration, domestic Challenge Series outreach, and nominator relations. The 2017 Budget also reflects the elimination of an NTRA contribution of 50% of the salary of the Senior Director of Production, which will now be 100% born by BCL. Finally, additional increases are a result of recommended salary increases.

Business Travel 2016 business travel was $486,290. While 2016 travel was $40,670 more than 2015, this increase is attributable to a California host track location as compared to Keeneland in 2015. Management is projecting an increase of $38,710 in 2017 due to (a) Del Mar being a first time event venue and (b) increased emphasis on supporting the Challenge Series through in-person attendance at each event. Management continues to focus on minimizing travel costs through detailed planning and monitoring of compliance with travel policies.

Board Meetings and Election Related Costs 2016 board related expenses were $40,386. Increased board expenses related to two Board meetings outside Kentucky in Florida and New York. Additionally, in 2016 there were both Board and Member elections. The 2017 Budget projects board meeting and election expenses of $35,000 which reflects a savings of $5,386 from 2016 due to fewer senior managers attending meetings and only one meeting occurring outside of Kentucky. Additionally, there is only a Board election in 2017.

General and Administrative Expenses 2016 general and administrative expenses are $1.5 million including: (i) $456,000 of lease payments, (ii) $182,000 of credit card and banking fees, and (iii) $112,000 of insurance costs. 2016 general and administrative expenses resulted in a negative variance of $35,317 from 2015 and a positive variance of $22,225 from 2016. 2017 general and administrative expense projections are $1.5 million, a $54,446 decrease from 2016.

Racing Integrity Coalition Expenses 2016 expenses for the racing integrity coalition are $169,093, which are virtually unchanged for 2017. The 2016 actuals reflect $280,027 in savings from 2015. As mentioned above, this expense was moved below the Net Operating Income line in the Selected Financial Data.

30 APPENDIX

A. BREEDERS’ CUP DIRECTORS & MEMBERS

Breeders’ Cup Limited Directors William S. Farish, Jr. (Chairman) Bret Jones Barbara Banke Clem Murphy Antony R. Beck Bill Oppenheim Bobby Flay Dan Pride Craig Fravel J. David Richardson Fred W. Hertrich III Mike Rogers Roy Jackson Elliott Walden

Breeders’ Cup Limited Members Barbara Banke Michael T. Levy Antony Beck Tom Ludt Craig Bernick W. Bruce Lunsford Boyd Browning Anthony Manganaro Carter Carnegie Clem Murphy Bill Casner Maria Niarchos-Gouaze Doug Cauthen David O’Farrell Hernan Ceriani Cernadas Bill Oppenheim Case Clay Garrett O’Rourke W.S. Farish James A. Philpott, Jr. William S. Farish, Jr. Dan Pride Bobby Flay Dr. J. David Richardson H. Greg Goodman Mike Rogers S. Walker Hancock, Jr. Tom Ryan Carlos Heller Bernie Sams Fred W. Hertrich, III II Roy Jackson Oliver Tait Dr. Andreas Jacobs W. Elliott Walden Brereton C. Jones Barry Weisbord Bret Jones Bradley Weisbord John T.L. Jones, III Aron Wellman Solomon Kumin David S. Willmot

Honorary Members and Past Presidents James E. (Ted) Bassett III D.G. Van Clief Jr. Greg Avioli

31 APPENDIX

B. BREEDERS’ CUP STAFF

Executive Office Finance/Billing Craig Fravel Georganna Lilly President & Chief Executive Officer Sr. Manager, Accounts Payable/Receivable [email protected] [email protected] Dora Delgado Michael Newman SVP, Racing & Nominations VP/Treasurer [email protected] [email protected] Drew Fleming Tim Schram SVP, Operations & Development VP, Finance & Human Resources [email protected] [email protected] Bryan Pettigrew SVP, Chief Marketing Officer Information Technology [email protected] Todd Sparks Jodie Vella-Gregory VP, Information Technology Executive Assistant & Member Services [email protected] [email protected] Corporate Partnerships, Racing & Nominations Licensing & Merchandise Jill Byrne Peggy Gdovka Senior Director, Industry Relations Senior Director, Corporate Partnerships [email protected] [email protected] Josh Christian Heather Higgins Senior Director of Racing VP, Corporate Partnerships [email protected] [email protected] Erin McLaughlin Brian O’Leary Manager, Racing Operations Senior Manager, Corporate Partnerships [email protected] [email protected] Barbara Webster Meghan Wernimont Nominations Manager Coordinator, Corporate Partnerships [email protected] [email protected]

32 APPENDIX

TV, Entertainment & Marketing Art Department Jason Donders Gemma Parenti Digital Marketing Manager Art Director [email protected] [email protected] Justin McDonald Fred Vickers VP, Marketing & Digital Media Senior Director of Production [email protected] [email protected] Stefanie Palmieri VP, Events [email protected] Peter Rotondo VP, Media & Entertainment [email protected]

Public Relations Jim Gluckson Media Relations [email protected]

Ticket & Operations Stephanie Booth Senior Manager, Ticketing and Customer Service [email protected] Amy Lasky Director, Event Operations [email protected] Brandy Stoeckinger VP, Ticketing & Venue Operations [email protected]

33 APPENDIX

C. 2017 BREEDERS’ CUP DOMESTIC CHALLENGE SERIES SCHEDULE

Race Date* Race Name Track City Breeders’ Cup Division 6/3/17 Shoemaker Mile Santa Anita Park Arcadia, California Mile 6/10/17 Metropolitan Handicap Belmont Park Elmont, New York Dirt Mile 6/10/17 Belmont Park Elmont, New York Longines Distaff 6/17/17 Stephen Foster Handicap Churchill Downs Louisville, Kentucky Classic 6/17/17 Fleur de Lis Handicap Churchill Downs Louisville, Kentucky Longines Distaff 7/1/17 Handicap Gulfstream Park Hallandale Beach, Florida Filly & Mare Sprint 7/1/17 Smile Sprint Handicap Gulfstream Park Hallandale Beach, Florida TwinSpires Sprint 7/2/17 Highlander Stakes Woodbine , ON Turf Sprint 7/8/17 Belmont Oaks Invitational Belmont Park Elmont, New York Filly & Mare Turf 7/29/17 Bing Crosby Stakes Del Mar Thoroughbred Club Del Mar, California TwinSpires Sprint 7/30/17 Clement L. Hirsch Stakes Del Mar Thoroughbred Club Del Mar, California Longines Distaff 7/30/17 Betfair.com Haskell Invitational Monmouth Park Oceanport, New Jersey Classic 8/5/17 Whitney Handicap Saratoga Race Course , New York Classic 8/12/17 Beverly D. Stakes Arlington Park Arlington Heights, Illinois Filly & Mare Turf 8/12/17 Arlington Million Arlington Park Arlington Heights, Illinois Longines Turf 8/19/17 TVG Pacific Classic Del Mar Thoroughbred Club Del Mar, California Classic 8/19/17 Del Mar Handicap Del Mar Thoroughbred Club Del Mar, California Longines Turf 8/26/17 Pat O’Brien Stakes Del Mar Thoroughbred Club Del Mar, California Dirt Mile 8/26/17 Personal Ensign Handicap Saratoga Race Course Saratoga Springs, New York Longines Distaff 8/26/17 Ballerina Stakes Saratoga Race Course Saratoga Springs, New York Filly & Mare Sprint 8/26/17 Saratoga Race Course Saratoga Springs, New York TwinSpires Dirt Mile 8/26/17 Invitational Stakes Saratoga Race Course Saratoga Springs, New York Longines Turf 9/2/17 Spinaway Stakes Saratoga Race Course Saratoga Springs, New York 14 Hands Juvenile 9/16/17 Iroquois Stakes Churchill Downs Louisville, Kentucky Sentient Jet Juvenile 9/16/17 Pocahontas Stakes Churchill Downs Louisville, Kentucky 14 Hands Juvenile Fillies 9/16/17 Ricoh Woodbine Mile Toronto, Canada Mile 9/17/17 Natalma Stakes Woodbine Racetrack Toronto, Canada Juvenile Fillies Turf 9/17/17 Summer Stakes Woodbine Racetrack Toronto, Canada Juvenile Turf 9/30/17 Vosburgh Invitational Stakes Belmont Park Elmont, New York TwinSpires Sprint 9/30/17 Joe Hirsch Turf Classic Invtl. Stakes Belmont Park Elmont, New York Longines Turf 9/30/17 Stakes Santa Anita Park Arcadia, California Classic 9/30/17 Zenyatta Stakes Santa Anita Park Arcadia, California Longines Distaff 9/30/17 Rodeo Drive Stakes Santa Anita Park Arcadia, California Filly & Mare Turf 9/30/17 FrontRunner Stakes Santa Anita Park Arcadia, California Sentient Jet Juvenile 9/30/17 Chandelier Stakes Santa Anita Park Arcadia, California 14 Hands Juvenile Fillies 10/6/17 Darley Alcibiades Stakes Keeneland Lexington, Kentucky 14 Hands Juvenile Fillies 10/6/17 Stoll Keenon Ogden Phoenix Stakes Keeneland Lexington, Kentucky TwinSpires Sprint 10/7/17 Jockey Club Gold Cup Invitational Stakes Belmont Park Elmont, New York Classic 10/7/17 Frizette Stakes Belmont Park Elmont, New York 14 Hands Juvenile Fillies 10/7/17 First Lady Stakes Keeneland Lexington, KY Filly & Mare Turf 10/7/17 Thoroughbred Club of America Stakes Keeneland Lexington, Kentucky Filly & Mare Sprint 10/7/17 Claiborne Breeders’ Futurity Keeneland Lexington, Kentucky Sentient Jet Juvenile 10/7/17 Shadwell Turf Mile Stakes Keeneland Lexington, Kentucky Mile 10/7/17 Thoroughbred Club of America Keeneland Lexington, Kentucky Filly & Mare Sprint 10/7/17 Santa Anita Sprint Championship Santa Anita Park Arcadia, California TwinSpires Sprint 10/8/17 Flower Bowl Invitational Stakes Belmont Park Elmont, New York Filly & Mare Turf 10/8/17 Foxwoods Champagne Stakes Belmont Park Elmont, New York Sentient Jet Juvenile 10/8/17 Spinster Stakes Keeneland Lexington, Kentucky Longines Distaff 10/8/17 Dixiana Bourbon Stakes Keeneland Lexington, Kentucky Juvenile Turf 10/11/17 JPMorgan Chase Keeneland Lexington, Kentucky Juvenile Fillies Turf 34 APPENDIX

2017 BREEDERS’ CUP INTERNATIONAL CHALLENGE SERIES SCHEDULE

Race Date* Race Name Track City Breeders’ Cup Division 1/7/17 Maine Chance Farms Paddock Stakes Kenilworth Racecourse Cape Town, South Africa Filly & Mare Turf 1/7/17 L’Ormarins Queen’s Plate Kenilworth Racecourse Cape Town, South Africa Mile 2/19/17 February S. Tokyo Racecourse Tokyo, Japan Mile 4/1/17 The Star Doncaster Mile Randwick Racecourse Sydney, Australia Mile 4/1/17 Darley TJ Smith Stakes Randwick Racecourse Sydney, Australia Turf Sprint 4/8/17 Coolmore Legacy Queen of the Turf Stakes Randwick Racecourse Sydney, Australia Filly & Mare Turf 5/1/17 Gran Premio Criadores Hipodromo Argentino de Palermo Buenos Aires, Argentina Distaff 5/25/17 Gran Premio 25 de Mayo Hipodromo de San Isidro Buenos Aires, Argentina Turf 5/28/17 Gran Premio Club Hipico Falabella Club Hipico de Santiago Santiago, Chile Mile 6/4/17 Yasuda Kinen Tokyo Racecourse Tokyo, Japan Mile 6/11/17 Grande Premio Brasil Hipodromo da Gavea Rio de Janeiro, Brazil Turf 6/25/17 Gran Premio Pamplona Hipdromo de Monterrico Lima, Peru Filly & Mare Turf 6/25/17 Takarazuka Kinen Hanshin Racecourse Osaka, Japan Turf 7/29/17 King George VI & Queen Elizabeth Stakes Berkshire, Turf sponsored by QIPCO 8/2/17 Qatar Stakes Chichester, England Mile 8/20/17 Prix du Haras de Fresnay-Le Buffard Deauville Racecourse Deauville, France Mile Jacques Le Marois 8/23/17 Juddmonte York, England Turf 8/24/17 Darley York Racecourse York, England Filly & Mare Turf 8/25/17 Coolmore York Racecourse York, England Turf Sprint 9/2/17 T. Von Zastrow Stutenpreis Baden Baden Racecourse Baden-Baden, Germany Filly & Mare Turf 9/3/17 Longines Grosser Preis Von Baden Baden Baden Racecourse Baden-Baden, Germany Turf 9/9/17 The Coolmore Matron Stakes Leopardstown Racecourse Dublin, Ireland Filly & Mare Turf 9/9/17 QIPCO Irish Leopardstown Racecourse Dublin, Ireland Turf 9/9/17 Willis Champions Juvenile Stakes Leopardstown Racecourse Dublin, Ireland Juvenile Turf 9/10/17 Moyglare Stud Stakes Curragh Racecourse Kildare, Ireland Juvenile Fillies Turf 9/10/17 Derrinstown Stud Flying Five Stakes Curragh Racecourse Kildare, Ireland Turf Sprint 9/29/17 Shadwell Newmarket, England Juvenile Fillies Turf 9/30/17 Juddmonte Royal Lodge Newmarket Racecourse Newmarket, England Juvenile Turf 10/1/17 Longines Prix de L’Opera Chantilly Chantilly, France Filly & Mare Turf 10/1/17 Qatar Prix Jean-Luc Lagardere Chantilly Chantilly, France Juvenile Turf 10/1/17 Total Prix Marcel Boussac Chantilly Chantilly, France Juvenile Fillies Turf 10/1/17 Sprinters Stakes Nakayama Racecourse Tokyo, Japan Turf Sprint

*Dates are tentative and subject to change. 35 APPENDIX

D. 2017 BREEDERS’ CUP CHALLENGE SERIES TELEVISION SCHEDULE

Date Network Time Event Track Challenge/Division

Saturday, 5:00pm - 7:00pm Metropolitan Mile Belmont Park Las Vegas Dirt Mile June 10 3:00pm - 5:00pm Ogden Phipps H. Belmont Park Longines Distaff

Saturday, 8:30pm - 10:00pm Stephen Foster Churchll Downs Classic June 17 Fleur De Lis Longines Distaff

Saturday, 4:30pm - 6:00pm Belmont Sprint Championship S. Belmont Park TwinSpires Sprint July 8 Belmont Oaks* F/M Turf

Sunday, 5:00pm - 6:00pm Betfair.com Haskell Invitational Monmouth Park Classic July 30

Saturday, 5:00pm - 6:00pm Whitney H. Saratoga Racecourse Classic August 5 Test S.* F/M Sprint Division

Saturday, 6:30pm - 7:30pm Arlington Million Arlington Park Longines Turf August 12 Beverly D. F/M Turf

Saturday, 8:00pm - 9:00pm TVG Pacific Classic Del Mar Classic August 19

Saturday, 4:00pm - 6:00pm Travers S.* Saratoga Racecourse Classic Division August 26 Sword Dancer Longines Turf TBD Stakes TBD

Saturday, 6:00pm - 7:00pm Woodward S.* Saratoga Racecourse Classic September 2 Spinaway S. 14 Hands Winery Juvenile Filllies

Saturday, 5:00pm - 6:00pm Claiborne Breeders’ Futurity Keeneland Race Course Sentient Jet Juv. October 7 Shadwell Mile Mile Jockey Club Gold Cup Belmont Park Classic

Sunday, 5:00pm - 6:00pm Dixiana Bourbon S. Keeneland Race Course Juvenile Turf October 8 Juddmonte Spinster S. Longines Distaff

TBD TBD Betting the Breeders’ Cup Del Mar TBD

Friday, 5:00pm - 8:00pm Championship Friday Del Mar November 3

Saturday, 1:30pm - 8:00pm Championship Saturday Del Mar November 4

Saturday, 8:00pm - 9:00pm Breeders’ Cup Classic Del Mar Classic November 4

*Not an official Challenge Series race

36 37 2525 Harrodsburg Road • 5th Floor • Lexington, KY 40504 One Dag HammarskjÖld Plaza • 31st Floor • New York, NY 10017 www.breederscup.com

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