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ANNUAL REPORT 2019

1 2 TABLE OF CONTENTS

Message from the CEO...... 2

Mission and Vision Statement...... 4

2019 Accomplishments...... 6 Championship Racing...... 6 Financial Performance...... 8 Nominations...... 10

World-Class Racing Competition...... 12 2019 Facts & Figures...... 12 Relentless Focus on Integrity and Safety...... 14 Challenge Win and You’re In Series...... 16

Brand Enhancement & Experience...... 18 A Celebration of the Sport ...... 18 Television Exposure ...... 19 Elevated Breeders’ Cup Merchandise...... 20 Building Strength Through Corporate Partnerships ...... 21 Providing a Customer and Participant Experience That Matches ...... 22. the Quality of Our Championship Racing Product

Financial Performance ...... 24 A ..Selected Financial Data...... 24 B ..Management’s Discussion and Analysis of Operating Results ...... 25

Appendix ...... 32 A ..Breeders’ Cup Directors & Members...... 32 B ..Breeders’ Cup Staff...... 33 C ..2019 Breeders’ Cup Challenge Series Schedule...... 35 D ..2019 Breeders’ Cup Challenge Series Television Schedule...... 37

1 MESSAGE FROM THE CEO

I believe it is fair to say that 2019 had its share of challenges leading up to and during the Breeders’ Cup World Championships .. experienced an unusually high number of equine fatalities in the spring which directed national attention to horse welfare issues ..Breeders’ Cup addressed the issues at Santa Anita Park with an unprecedented safety and integrity approach including assembling an international veterinary panel of thirty veterinarians for pre-screening, extensive out-of-competition pre- and post-drug testing, and new safety and operations standards implemented with participation from Santa Anita Park ..Even after these significant measures were implemented, the final race of the event was not without injury and obviously not what the organization intended or hoped for ..As a result, our Board of Directors engaged Dr ..Larry Bramlage to conduct an independent, thorough review which resulted in several additional reforms being adopted by Breeders’ Cup to help make our event even safer going forward and our company continues to analyze best practices for future races .

In addition to significant safety initiatives at the World Championships, Breeders’ Cup played a leading role in forming the Safety Coalition (the “Coalition”) along with Del Mar Thoroughbred Club, Downs, Inc ., , Racing Association and The ..The Breeders’ Cup worked diligently with other Coalition members for many months to unify the industry and advance our collective safety efforts, implement new reforms, and create a unified (and well-funded) platform to simultaneously communicate our positive reform efforts to the public ..An official announcement via an international press conference was made on November 19, 2019 to announce the Coalition formation .. Since that time, Coalition members have worked together to announce 20 initial reforms, some of which are already implemented and others are continuing to be lobbied for regulatory or legislative passage .. We are continuing to work together for further reforms to make our sport safer ..

Notwithstanding the many challenges we faced in 2019, new Breeders’ Cup milestones were .. The event had the highest wagering in Breeders’ Cup history with a total of $177 .5 million wagered over the two days ..Breeders’ Cup broke another record by achieving the highest sponsorship and licensing revenue since the NTRA/Breeders’ Cup split entities at $7 1. million .. Finally, overall consumption of Breeders’ Cup content increased by 11%, due in part to the new partnership with TVG and the continued expansion of our digital platforms .

Looking ahead, 2020 may shape up to be one of the biggest challenges in our organization’s history ... COVID-19 has significantly impacted all major sporting events .. While we do not yet know the size or scope of the 2020 World Championships, we are intent on conducting the World Championships with the health and safety of the racing community, including its athletes, fans and workers being the top priority .. As we collectively navigate this uncharted time, I want to assure you that we are closely monitoring the COVID-19 pandemic, working with Keeneland, relevant government authorities and public health experts to assess its potential impact on the 2020 Breeders’ Cup World Championships, and creating many contingency plans to address the multitude of potential scenarios ..

Breeders’ Cup looks forward to continuing to provide positive industry leadership which impacts the future of our sport ..Finally, management and staff would like to thank the Board, Members, nominators and participants for their continued support ..Without you, none of this would be possible .

All the best,

Drew Fleming President & Chief Executive Officer 2 3 MISSION STATEMENT TO CONDUCT THE BREEDERS’ CUP WORLD CHAMPIONSHIPS AT THE HIGHEST LEVELS OF QUALITY, SAFETY AND INTEGRITY AND TO PROMOTE THE GROWTH OF THOROUGHBRED BREEDING, RACING AND SALES THROUGH PROACTIVE LEADERSHIP, INNOVATION AND SERVICE.

VISION STATEMENT TO BE THE MOST DISTINCTIVE AND RESPECTED BRAND IN AND SET AN EXAMPLE FOR AND LEAD A CELEBRATION OF THE SPORT AND LIFESTYLE OF RACING AND BREEDING.

4 5 2019 ACCOMPLISHMENTS

CHAMPIONSHIP RACING

The 2019 Breeders’ Cup World Championships were held for a record tenth time at beautiful Santa Anita Park located at the foothills of the San Gabriel Mountains ..’s victory in the Longines Breeders’ Cup Classic over fellow Grade I winners McKinzie and Higher later had him crowned Older Dirt Male ..The Classic was preceded by a similarly spectacular performance in the Longines Breeders’ Cup Turf by 2019 Horse of the Year, , who capped off his year with four Grade I victories ..

A record $177 .5 million was wagered in and separate pool wagering on the history making performances .. Two returning Champions and 44 of the 296 individual horses ranked on the 2019 Longines World’s Best Racehorse Rankings from around the globe competed in front of 109,054 fans over the two-day period ..

An all-star cast of 188 of the world’s best , including 47 from overseas, were pre-entered for the 2019 Breeders’ Cup World Championships ..At pre-entry, six of the 14 races had full fields or were oversubscribed ..There was a total of 153 starters in the 14 Championship races which represented a decrease from a record number in 2018 ..The decrease was due in part to scratches Breeders’ Cup week, an overall reduction of good quality horses running in the fall and misgivings about the surface at Santa Anita ..

For the second year, “Future Stars Friday” featured all five two-year-old races on the opening day . of the Championships .. Early Horse of Racing Age nomination, Storm the Court, won the TVG. Breeders’ Cup Juvenile ..

Total purses and awards in 2019 exceeded $31 .0 million and average field size was 10 .9 starters ... Among the 153 starters there were 34 internationally campaigned runners and 64 Grade I or Group 1 winners .

6 Champion Older Dirt Male Vino Rosso wins the $6 million Longines Breeders’ Cup Classic

Horse of the Year Bricks and Mortar wins the $4 million Longines Breeders’ Cup Turf

Champion Male Sprinter wins the $2 million Breeders’ Cup Sprint 7 FINANCIAL PERFORMANCE

Despite the many obstacles in , Breeders’ Cup had a net operating loss of $1 .6 million as compared to a budgeted net operating loss of $1 .8 million .. This positive variance was mainly attributable to strong wagering despite low field size .. Total two-day all-source handle for the Championships was $177 .5 million, an increase of $14 .9 million from the previous year ..

Due to a strong economy in 2019, Breeders’ Cup total net income for the year was $7 .6 million, a $2 1. million increase from 2018 ..Investment income was $9 .2 million, which is a positive variance of $6 7. million from 2018 .

200 TOTAL HANDLE

150

100 $155.5 $169.4 $170.8 $162.7 $177.5 Millions 50

*$11.9 *$12.6 *$12.6 *$13.9 *$14.4 0 2015 2016 2017 2018 2019 Keeneland Santa Anita Del Mar Santa Anita *Simulcast Revenue

16 NET INCOME

12 $11.8

8 $7.6 Millions 4 $5.5 $3.3 $0.8 0 2015 2016 2017 2018 2019 Keeneland Santa Anita Del Mar Churchill Downs Santa Anita

8 9 NOMINATIONS

The foundation of the Breeders’ Cup program begins with the nomination of foals and stallions .. From its establishment 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 .

North American Stallion Nomination Program

There were 490 nominated stallions in that generated nomination fees of approximately $9 .0 million in 2019 .

North American stallion nominations are 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 ..Stallions that are expected to have 100 or more live foals are assessed an additional fee equal to 100% of their stallion nomination fee .

A total of 75% of Breeders’ Cup-nominated stallions stand for $2,500 or more, representing over 98% of domestic stallion revenue ..In addition, more than 90% of foal nominations are by stallions nominated for a fee of $5,000 or more ..In North America, 99% of stallions standing for a fee of $5,000 or more are nominating with the Breeders’ Cup .

10 International Stallion Nomination Program

Breeders’ Cup nomination is available worldwide through 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 2019 international stallion program generated $2 6. million in fees with 224 stallions participating from all over the world .

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 August 15 receive a discount on the standard racehorse nomination fee .. In 2019 Breeders’ Cup received $748,000 in fees related to Horses of Racing Age nominations .

EARLY RACEHORSE NOMINATION DEADLINE: EXTENDED TO AUG 15 Runner not nominated? Deep discounts of nomination fees if done on or before August 15th! All horses must be nominated to compete in the Breeders’ Cup World Championships. Call today (859) 514-9422! BREEDERS’ CUP WORLD CHAMPIONSHIPS, NOV 6-7 at KEENELAND 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 February 28 of the yearling year ..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 2019, Breeders’ Cup recorded 10,395 nominated foals (60% of eligible foal crop reported) ..Foal nomination revenue totaled $4 .3 million, which included 69 late nominations at $1,500 each .

11 WORLD-CLASS RACING COMPETITION

An all-star international cast of 188 of the world’s best Thoroughbreds, including 47 from overseas, were pre-entered for the 2019 Breeders’ Cup World Championships and by entry, a talented group of 153 starters went to the starting gate over the two-day event .

The two-day race schedule included 14 Championships races (13 Grade I and one Grade II) and an additional eight undercard races ..Total purses and awards for the two days, including undercard races, exceeded $31 .0 million ..Purses were paid down to the eighth finish position in all Championship races .

Among other incentives, Breeders’ Cup provided an equine travel allowance of $40,000 for all international runners and $10,000 for all domestic runners stabled outside of California ..In addition, a $1,500 hotel credit was given to each ownership group at one of the official participant hotels and executive car service was provided for the owners of each Breeders’ Cup runner .

2019 FACTS & FIGURES • Average starters for the 14 Championship races was 10 .9 in 2019 (versus 12 .5 in 2018 at Churchill Downs) • At pre-entry, six of the 14 races had full fields or were oversubscribed • Two returning Champions • A total of $2 .4 million was paid in travel awards for horses shipping into California • Entry fees reached $8 .5 million • Foal and Stallion Nominator Awards totaled $1 .9 million for the year • Breeders’ Cup Champions received nine Awards including Bricks and Mortar winning Horse of the Year

12 13 RELENTLESS FOCUS ON 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 .

In 2019 the Breeders’ Cup updated its existing out-of-competition testing policy which provided for testing of horses winning Breeders’ Cup Challenge races and others actively targeting the Breeders’ Cup World Championships ..94% of trainers that entered runners over the two days had pre-race testing performed under the Breeders’ Cup OOC testing protocols ..There were 289 horses sampled from both North American and International stables with random horses tested multiple times to ensure there was no perception of being ‘in the clear’ .

Breeders’ Cup ‘in-house’ rules include the Prohibited Substance Rule, the Convicted Trainer Rule and the Condition of Entry which prohibits the use of anabolic steroids in the six months prior to the Championships ..A multi-jurisdictional team of regulatory veterinarians and equine investigators assembled at Santa Anita to perform daily inspection of runners and provide 24-hour security for the equine athletes ..The protocols performed at Santa Anita Park are in place for Keeneland with additional enhancements .

The 2020 Breeders’ Cup will feature the most up-to-date medication practices, testing protocols, equine security program, veterinary exams, injury management protocols, and racing surface testing:

1 .. Out-of-competition testing, including blood and hair testing, will be performed on all Breeders’ Cup Challenge winners and 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 .. Breeders’ Cup Condition of Entry - As a condition of entry for any Breeders’ Cup World Championships race, no horse within six months of the event shall test positive for any anabolic steroid or any other prohibited substance described under the ARCI prohibited substance list ..Any horse testing positive for anabolic steroids or other ARCI prohibited substances in a Breeders’ Cup out-of-competition test sample during the six months prior to the event will be ineligible to participate in the Breeders’ Cup World Championships . 3 .. Pre-race testing for TCO2 will be performed on all runners . 4 .. All runners must be on the grounds and checked in by equine security 72 hours before post at which point equine security surveillance will begin and will continue for 24 hours a day until the horse runs ..A three-part equine security team consisting of security officers, trained Breeders’ Cup investigators and KHRC investigators will monitor all runners and keep security logs on all treatments, visitors and staff associated with the runner .. All Breeders’ Cup barns will be monitored by high definition cameras with real-time surveillance . 5 .. A pre-race blood sample will be drawn at 72 hours from post time when the equine security team begins surveillance ..This blood sample will be tested with an extensive array reconciled against a mass-spectral library of more than 1,500 substances, inclusive of controlled therapeutic medications, banned substances, and a recently expanded anabolic steroid panel .. 6 .. Comprehensive veterinary exams will be performed all week long on runners, observing horses under tack on the track and in-stall and jogging exams performed multiple times by a 14-member team of impartial Breeders’ Cup veterinarians combined with the KHRC veterinary team ..These combined teams will also create and implement an injury management protocol for race days and will join to create an on-site emergency response team of over 20 equine veterinarians, surgeons and technicians ..All Breeders’ Cup/KHRC vet teams will review daily reporting by private vets .

14 7 .. All Breeders’ Cup two-year-old races, as well as those on the undercard, will race without Lasix .. 8 .. The withdrawal time will be increased for non-steroidal anti-inflammatory drugs (NSAIDs) to 48 hours pre-race . 9 .. Concurrent usage of multiple NSAIDs is prohibited . 10 .. Withdrawal time for corticosteroids is increased to 14 days pre-race . 11 .. Concurrent usage of multiple corticosteroids is prohibited . 12 .. The use of bisphosphonates on horses in training or racing is prohibited, with a penalty of 12 months on the vets’ list if detected . 13 .. Breeders’ Cup will the entry of any horse that has been treated with extracorporeal shockwave therapy (ESWT) in the 60 days prior to the Breeders’ Cup .. 14 .. 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 by Industrial Labs, which is a fully accredited lab by the RMTC standards ..The results will be reconciled against a mass-spectral library of more than 1,500 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 . 15 .. Both the dirt and turf courses at Keeneland will be inspected daily once training resumes with data collected and analyzed and provided to Dr ..Mick Peterson for evaluation to ensure that both racing surfaces are consistent and safe ..Dr ..Peterson will be on-site during Breeders’ Cup week to provide daily track condition reports to horsemen and the public as well as a turf specialist providing daily readings from a ‘Going Stick’ ..These reports will be available online as well as distributed to the Breeders’ Cup Board, participants, and media via email . 16 .. A police, fire and emergency response team has been assembled and will conduct monthly, then weekly, then daily meetings for coordination of event crisis responses, traffic and general law enforcement ..Representatives from these local teams coordinate all activities through Keeneland and Breeders’ Cup counterparts with all members of the team in constant communication regarding protocols and crisis management implementation .

15 BREEDERS’ CUP CHALLENGE SERIES

In 2019, the Breeders’ Cup Challenge “Win and You’re In” Series presented by America’s Best Racing concluded its twelfth year with 47 Challenge winners pre-entered and 34 individual starters in the Breeders’ Cup World Championships ..In total, the series featured 86 Challenge Series races, of which 64 were Grade I or Group 1 rated ..Geographically, there were 34 international races, 22 on the East Coast, 17 in the Midwest, 13 on the and three in Canada ..

Winners received automatic race selection and free pre-entry and entry fees .. Foal nominators of Challenge winners received a $10,000 nominator award for each win, totaling $460,000 paid out in 2019 .. topped the Challenge sire list with a total of five Challenge winners .

Seven Challenge winners went on to win their respective divisions; (Maker’s Mark & Turf), British Idiom (Juvenile ), Four Wheel Drive (Juvenile Turf Sprint), Blue Prize (Longines Distaff), Bricks and Mortar (Longines Turf), Mitole (Won the Sprint, won Challenge Race for Dirt Mile), and Uni (Won the TVG Mile, won Challenge Race for Filly & Mare Turf) ..

Please see Appendix C for a list of all 2019 Breeders’ Cup Challenge Series races .

16 17 BRAND ENHANCEMENT & EXPERIENCE

A CELEBRATION OF THE SPORT

In its relatively short 36-year history, the Breeders’ Cup brand has grown to one of the most prestigious in the sport and firmly represents the quality of the competition and experience at the World Championships .. As outlined in our recently revised Vision Statement, the Breeders’ Cup brand is meant to be distinctive and respected while leading a celebration of the sport and lifestyle of Thoroughbred racing and breeding ..

A concerted effort has been made in recent years to elevate the Breeders’ Cup position as a luxury/ lifestyle brand that transcends the sport of ..This effort continues today as marketing materials showcase the best horses, races, jockeys, trainers, owners and breeders along with fashion, entertainment, events and an enhanced experience for all guests .

The Breeders’ Cup Social Media strategy focused on four key goals: (i) lead; (ii) engage; (iii) highlight, and (iv) convert .. All efforts across the year were designed to lead the industry in creativity and innovation, engage audiences to spend more time consuming brand content, highlight key stories in the sport that appeal to a broader community, and convert social media users to followers, ticket and merchandise purchasers, and bettors .

The Breeders’ Cup social community grew by over 70,000 followers in 2019 and is second only to the Derby (1 .4 million fans) among racing entities with 500,000 fans, as compared to Royal Ascot (378,000 fans), (239,000 fans) and Preakness (225,000 fans) .

In 2020 Breeders’ Cup will be launching a new marketing campaign called “A Breed Apart” that will continue to elevate the brand and showcase the prestigious elements of the event .. Utilizing feedback received during qualitative creative testing, the new campaign will include an increased focus on the international component of the event and reinforce the quality of the competition that takes place on the track .

18 TELEVISION EXPOSURE

In 2019, Breeders’ Cup, NBC Sports and new partner, TVG, worked together to create digital and linear content to promote the Breeders’ Cup from June through the Championships in November .

Kicking off in June, the Breeders’ Cup Challenge: Win and You’re In Series presented by America’s Best Racing featured ten telecasts showcasing races and venues from coast-to-coast ..These shows reached 4 .9 million total viewers on NBC and NBCSN ..

In November, Breeders’ Cup and NBC Sports aired a record 16 .5 hours of Breeders’ Cup content across NBC, NBCSN and Facebook during the week of the 2019 event ..The Friday and Saturday Championships telecasts on NBC and NBCSN reached 4 .2 million total viewers, with NBC’s Saturday primetime coverage of the Longines Breeders’ Cup Classic drawing an average of 1 7. million viewers ..

NBC also produced an expanded one-hour Betting the Breeders’ Cup telecast that was shown live on Thursday and re-aired two additional times in advance of the live coverage of the World Championships starting on Friday .. Additionally, NBC created Breeders’ Cup Live!, a show made specifically for Facebook that featured the Filly & Mare Sprint on Saturday ..

New for 2019, as part of a new long-term partnership agreement with TVG, all Breeders’ Cup races except for the Longines Breeders’ Cup Classic were shown live on TVG Network ..TVG’s broadcasts of the two-day Breeders’ Cup was seen by more than 630,000 households, according to ComScore (TVG’s audience measurement service) ..TVG also aired seven days of Breakfast at the Breeders’ Cup, the Pre-entry Announcement and Post-Position Draw .

On the international front, the Breeders’ Cup World Championships was viewed across many television platforms that provided a total world-wide reach of over 500 million households .. This reach was made up of coverage by (UK/IRE), TSN (Canada), Eurosport, Eurosport Asia, ESPN Latin America, Shanghai TV (China), Dubai Sports Channel (UAE), ADM (Abu Dhabi), Equidia (), SNTV, Armed Forces Network, The Green Channel (), Wuhan TV (China) and Match TV (Russia) .

19 ELEVATED BREEDERS’ CUP MERCHANDISE

In 2019, Breeders’ Cup continued to align with elevated apparel and general merchandise brands to create an expanded range of top-quality retail offerings ..Distinguished brands such as Barbour, Vineyard Vines, and Joules led the way and provided an enhanced shopping experience both online and on-site at the World Championships .

Breeders’ Cup created a new pop-up shop in Lexington, Kentucky’s Fayette Mall, creating a shopping experience within the organization’s home market .. The space was created to serve as an additional touch point and to enhance consumer engagement with the brand .. In addition to targeted advertising, the local NBC affiliate aided in creating a mid-day feature on the shop during the month of October .

2019 marked the third year of the reimagined brand alignment across the luxury and general fan gear side of the Breeders’ Cup retail program ..A combined overall gross increase across the three merchandising platforms (online sales, on-site event sales and wholesale) of 158% was seen compared to the last time the Championships were held at Santa Anita Park in 2016 .

20 BUILDING STRENGTH THROUGH CORPORATE PARTNERSHIPS

More than 30 corporate partners were present at the 2019 Breeders’ Cup World Championships representing over $6 .0 million in partnership revenue, the second highest total in Breeders’ Cup history with approximately 11% growth over 2018 ..This year marked year one in multi-year agreements with new race entitlement partners, Big Ass Fans (Dirt Mile) and TVG (Juvenile and Mile) ..Notably, Longines also renewed and increased its sponsorship by being the first ever title sponsor of . the Classic ..

Corporate partners continue to contribute to the event beyond their cash investments .. Partners collaborate and promote Breeders’ Cup throughout the racing season and create and enhance experiences during the World Championships for participants and fans .. Longines once again provided enhanced style to the event through the Longines Prize of Elegance ..New Breeders’ Cup partner, Big Ass Fans, provided much needed cool down zones in the hot California sun, while beverage partners Maker’s Mark, Jackson Family Wines, and Tito’s Vodka provided cocktails to help enhance the race day experience ..Partners also made important charitable contributions supported by creative efforts .

21 PROVIDING A CUSTOMER AND PARTICIPANT EXPERIENCE THAT MATCHES THE QUALITY OF OUR CHAMPIONSHIP RACING PRODUCT

In 2019, the Breeders’ Cup continued its efforts to improve the participant and fan event experience .. In preparation for the World Championships, Santa Anita Park invested $5 .0 million in capital improvements which included new dining and seating amenities ..These improvements increased the amount of premium hospitality options Breeders’ Cup was able to offer to participants, sponsors, and fans .

Breeders’ Cup created a central activation hub surrounding the paddock, offering guests a wide range of experiences including NBC’s Peacock Paddock, various sponsor activations, photo opportunities and its annual Longines Prize for Elegance fashion contest ..A section of the rail next to the Winner’s Circle was turned into The View, offering a unique hospitality experience for those looking for rail access ..Four celebrity chefs were hired to curate special menus in several dining areas throughout Santa Anita Park and provide an elevated culinary experience for our guests .

Local artists performed the National Anthem on Friday and Saturday and were accompanied by the Arcadia Police Department Honor Guard ..A large American flag was unfurled on the main track by students from Arcadia High School, ambassadors from the I Am Horseracing initiative and members of the Marine Corp during Saturday’s anthem performance ..Local artists also performed at each entry gate to welcome guests during peak arrival times ..

A high-end temporary chalet was constructed near Clockers’ Corner, which hosted the Trackside Breakfast Marquee presented by WinStar Farm and Fasig-Tipton .. The 9,000 square foot chalet provided participants a luxurious way to watch their horses work in the morning during Breeders’

22 Cup week .. It was turned into premium hospitality on race days, offering guests a unique dining experience with up close views of the track and lunch service by Wolfgang Puck Catering ..Additionally, the Trackside Marquee was used to host the Rood & Riddle Breeders’ Cup Post-Position Draw for Breeders’ Cup participants, media and sponsor guests ..

On Thursday before the World Championships, participants were provided exclusive access to Warner Bros ..Studios in Burbank, CA for the Ninth Annual Taste of the World event featuring fifteen international chefs, a surprise “Thriller” and “Monster Mash” flash mob in honor of Halloween and music by DJ James Kennedy of Bravo’s Vanderpump Rules ..

On Championship Friday, the Breeders’ Cup and the Pasadena Convention and Visitors Bureau hosted the Pasadena Fan Fest for Breeders’ Cup VIP guests and fans ..The event took place on the plaza of the Pasadena Civic Auditorium and featured a live performance by Kenny Metcalf as Elton, an award-winning Elton John tribute act, as well as delectable dishes from local food trucks and handcrafted cocktails .

In order to provide a safe and seamless transportation plan at Santa Anita, Breeders’ Cup worked closely with Arcadia Police Department to create a comprehensive traffic control plan that addressed ingress and egress for main roads surrounding the track and leading to the highway .. Focus was placed on the 4-hour egress window on each race day as well as directional cones, variable message boards and law enforcement support in key areas ..This plan achieved a 90% parking lot clear rate at 90 minutes post event .

Breeders’ Cup complimentary VIP transportation provided horsemen airport transfers and supported all official events and hotels ..This year’s plan covered more than 116 shuttle movements during event week .. The plan also included over 690 hours of mobility assistance with golf carts throughout parking lots moving over 6,700 patrons .

23 FINANCIAL PERFORMANCE

BREEDERS’ CUP LIMITED SELECTED FINANCIAL DATA Fiscal Year Ended January 31, 2020 (with comparison to prior 4 years actuals) Unaudited

Actual FYE Actual FYE Actual FYE Actual FYE Actual FYE 1/31/20 1/31/19 1/31/18 1/31/17 1/31/16 Revenues: Simulcast fees $ 14,396,175 $ 13,942,655 $ 12,612,501 $ 12,599,070 $ 11,939,746 Host track contribution 2,952,928 6,677,590 7,853,701.. .4,609,961.. .6,179,004 Entry fees 8,520,000 9,970,000 8,985,000.. .8,265,000.. .5,720,000 Nomination fees 16,600,527 16,715,813 15,669,308.. .15,610,640.. .15,265,536 Sponsorship & licensing 7,138,854 6,760,242 6,561,810.. .5,894,589.. .6,381,135 Total Revenues 49,608,484 54,066,300 51,682,320 46,979,260 45,485,421

Expenses: Championship purses.. .29,654,309 29,939,000 28,166,481.. .27,703,799.. .25,980,500 & awards Challenge awards 3,269,204 3,252,968 3,165,290.. .3,325,715.. .2,171,112 & administrative costs Direct event operating 539,112 362,487 573,871.. .734,315.. .354,879 expenses Marketing & enhanced 3,121,366 3,218,190 3,340,001.. .3,731,940.. .3,435,394 experience expenses Television 3,723,816 3,754,297 3,612,601.. .3,192,080.. .3,794,762 Sponsorship expenses 1,796,288 1,712,956 1,629,537.. .1,374,208.. .1,783,936 Nomination marketing 343,983 378,214 366,747.. .313,525.. .381,088 & administration Salaries & benefits 4,487,979 4,585,349 4,391,176.. .3,940,351.. .4,136,117 Business travel 541,955 472,688 559,397.. .486,290.. .445,620 NTRA/TAA support 195,452 198,002 192,900.. .238,733.. .242,900 New business initiatives 22,439 174,309 2,081.. .1,459.. .45,619 Strategic growth initiatives 1,332,599 1,076,144 275,000 - - Racing Integrity Coalition/ 346,777 373,496 151,911.. .204,093.. .449,120 World Horse Racing Consortium/Thoroughbred Safety Coalition (net) General & administrative fees 1,844,359 1,781,717 1,558,842.. .1,538,680.. .1,484,737 Total Expenses 51,219,638 51,279,817 47,985,835.. .46,785,188.. .44,705,784 . ..Net Operating Income (1,611,154) 2,786,484 3,696,485 194,072 779,637 Investment Income 9,202,402 2,673,681 8,106,319.. .3,141,436.. .63,088 . ..Net Income $ 7,591,248 $ 5,460,164 $ 11,802,804 $ 3,335,508 $ 842,725

Additional Financial Data:. .... Debt/Investments Summary Line of credit outstanding - - - 675,406.. .816,454 . ..permanent portion only Investment values 64,218,218 57,156,168 51,850,588 42,912,489.. .39,773,772 .. ..Investments position (net) 64,218,218 57,156,168 51,850,588 42,237,083 38,957,318 Working Capital (net of 2,063,936 2,601,524 2,446,941 257,643 201,901 . ..permanent portion of line . ..of credit) . ..Capital $ 66,282,154 $ 59,757,692 $ 54,297,529 $ 42,494,726 $ 39,159,219

24 FINANCIAL PERFORMANCE

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING RESULTS

The management of Breeders’ Cup Limited (“BCL”) has prepared the following discussion of financial results for the year ending January 31, 2020 ..A copy of the 2019 results (year ending January 31, 2020) along with the results for prior fiscal years 2015 to 2018 are shown on page 24 for comparison purposes .. For presentation purposes, each fiscal year will be referred to by the calendar year in which the Breeders’ Cup World Championships (“Championships”) were 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 Churchill Downs .. This discrepancy is due to negotiated differences in the respective deal structures ..Given the growth of the event and the necessity to continue to improve the hospitality provided each year, the impact in terms of financial reporting has been a shift of some expenses from the BCL only budget (as was the case at Churchill Downs) to the event budget (as was the case at Santa Anita), reflected in Host Track Contribution .. The result is a more accurate placement of expenses that are more directly related to event execution . The 2019 loss in net income from operations was $1 .6 million (including Thoroughbred Safety Coalition net expenses) ..The loss of $1 .6 million in net income from operations is less than the budgeted loss of $1 .8 million, which is impressive given the unanticipated events in California, and more specifically, Santa Anita Park ..In addition to a better than expected financial performance, BCL broke several historical wagering records including the following: (i) 2019 Future Stars Friday set an all-time high on Friday common pool handle of $56 .6 million; and (ii) Saturday’s single day handle total also set a Saturday common pool handle record of $118 1. million ..Together, the total two-day common pool wagering was the highest in BCL history at $174 7. million .. In addition to a better than expected financial performance on an operating basis, 2019 produced the second-highest net income of $7 .6 million including gains on investments ..Investment revenue for 2019 set an all-time record of $9 .2 million surpassing the previous record set in 2017 of $8 1. million . The foundation for the success achieved in 2019 is built upon the strategic objectives established in 2013-14, which are as follows:

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 which builds a storytelling and sponsorship sales platform for the Championships throughout the country and the world in the summer and fall . 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 .

25 FINANCIAL PERFORMANCE

5 .. Setting the highest standard of integrity, security and safety in connection with the Championships and continuing to lead US racing by example in developing and implementing best management practices in pre- and post-race drug testing, out-of-competition testing, on- site security and video surveillance, racing surface inspections, pre-race veterinary exams and integration 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 excellent experiential and racing product quality .

With the foregoing objectives in mind, we remain highly focused on conducting Championship races of the highest caliber featuring an international cast of the best trainers, owners, breeders and most importantly, horses .

REVENUES Total revenues for 2019, excluding gains on investments, were $49 .6 million as compared to $54 1. million in 2018 ..Revenues were down by $4 .5 million overall from the prior year due to circumstances surrounding racing in California that affected both (i) host track contribution primarily through decreased ticket sales ($10 .0 million in 2019 as compared to $15 .5 million in 2018) and (ii) entry fees .. However, there were continued revenue increases in both simulcast revenues and sponsorship & licensing from the prior year .

Simulcast Revenues Simulcast revenues in 2019 were a new Breeders’ Cup record of $14 .4 million ..Total all-source handle for the Championships was $177 .5 million ..The two-day total all-source handle was up $14 .9 million from 2018 .

Future Stars Friday continues to have strong results ..Friday’s total of $56 .6 million set an all-time Friday common pool record, surpassing Del Mar’s 2017 previous high of $52 .3 million ..Saturday’s common-pool handle also set a Saturday common pool record of $118 1. million, also surpassing Del Mar’s 2017 previous high of $113 .8 million .

The significant increase in off-track wagering was almost entirely due to wagering through six primary off-track betting systems (Elite , Xpressbet, TwinSpires, TVG, Las Vegas, and Canada) ..Total wagering at these off-track betting systems was $93 .6 million (53% of total wagering) ..Other factors contributing to the record common pool wagering were increases in the Pick 5 wagering and an increase in Pick 6 wagering due to the Pick 6 carryover from Friday into Saturday ..

In addition to common-pool off-track wagering, BCL generated $195,000 in revenue from separate pool wagering and licensing agreements for aggregate simulcast wagering revenue of $14 .4 million, an increase of $500,000 from 2018 ..While total all-source handle increased by $14 .9 million, simulcast wagering revenue increased by only $500,000 as a result of increased taxes and fees attributable to operating in California versus Kentucky .

Host Track Contribution Host Track Contribution is tied to the net results from shared operating 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,

26 FINANCIAL PERFORMANCE and attendance related revenues such as parking and concessions (excluding food and beverages that are already in the ticket price) ..Expenses in 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 programs, and track apparel), racing and venue related expenses (veterinary panel, quarantine build-out, racing panel, and equine security), signage, participant hospitality, temporary facilities, event marketing and Breeders’ Cup Betting Challenge (“BCBC”) expenses .

The Host Track Contribution in 2019 was $3 .0 million as compared to $6 7. million in 2018 ..Total Event Budget gross revenue was $14 .3 million in 2019 and $20 .8 million in 2018 ..The primary driver of this line item are ticket sales revenues which totaled $10 .0 million in 2019, as compared to $15 .5 million in 2018 ..Despite the public crisis and negative media attention surrounding the facilities at Santa Anita Park during 2019, ticket revenue had a positive variance of $400,000 from the prior Santa Anita execution in 2016 that totaled $9 .6 million in ticket revenue .

On-track wagering handle in 2019 was $19 1. million as compared to a $19 .9 million in 2018 at Churchill Downs even though Churchill Downs had approximately 3,618 more on-site patrons ..2019 on-track handle was the lowest since 2008 as we continue to see an increase in on-track guests wagering via ADWs, and these wagers were captured with an increase host fee percentage to the track based on geolocation but were treated as simulcast wagers .

BCBC on-track contest participation was 252 players compared to 202 entries in 2018 .. Total participation was a record 457 entries compared to 391 in 2018 and BCBC players wagered an average of $12,500 in the BCBC alone in 2019 and 2018 .

BCL had unanticipated increased expenses in enhanced safety measures as well as fan experience improvements including: (i) $157,000 of wages for increased on-track security staffing, (ii) $177,000 for increased food and beverage quality & experience including a guest chef program; and (iii) $200,000 in additional transportation costs as a result of increased TMS staffing to enforce routing of traffic to alleviate the Huntington Drive bottleneck and to institute the mobility assisted golf cart program to assist guest and participants as well as to increase Uber efficiency .

Entry Fees Entry fees totaled $8 .5 million in 2019 versus $10 .0 million 2018 ..There were 153 actual starters in 2019 versus 175 starters in 2018 ..The shortfall in the number of starters and entry fee revenue was multi-factorial ..As the year progressed, about low field size shifted from trainers and owners of possible starters concerned about the surface to significantly depleted racing stock at the end of the year, particularly in the two-year-old and filly divisions on the dirt ..There were three less starters in the Classic than 2018, which accounted for $450,000 of the entry fee negative variance .. Below average numbers in the Filly & Mare Sprint, Filly & Mare Turf, and Juvenile races on the dirt also took a toll ..In addition, BCL made an unanticipated late adjustment to the Turf Sprint and Juvenile Turf Sprint to only permit twelve starters instead of the historical fourteen starters due to concerns of safety from the colony ..Although BCL presented evidence that the jockey’s concerns were unfounded, given the issues in California at that time, BCL adjusted the permitted starters to twelve in each race ..As a result of scratches between pre-entry and starting, five horses were veterinarian scratches which created a loss totaling $300,000 in pre-entry and entry fees .

27 NOMINATIONS Domestic Stallion Nominations Domestic stallion nomination fees in 2019 yielded $9 .0 million as compared to $8 .5 million in 2018 .. Advertised stud fees in 2019 remained fairly consistent with stud fees in 2018, led by eight stallions with advertised fees of $100,000 or more and 21 stallions whose fees combined with live foal assessments paid $100,000 or more in fees .

International Stallion Nominations International stallion nomination fees in 2019 totaled $2 .6 million as compared to $2 .9 million in 2018; this includes three stallions standing in Europe that stand for more than US$100,000 .. The economy in South America, in particular Argentina, continues to be difficult and remains an obstacle for generating significant stallion nomination fees from that region ..Australian nominations have also declined due to distance and geography, but BCL still receives support from key nominators in the region .

Foal Nomination Fees Foal nomination fees in 2019 yielded $4 .3 million as compared to $4 .2 million in 2018 ..This corresponds to the ’s continued projection of flat foal crops year-to-year .

Horses of Racing Age Nominations Horses of Racing Age nominations totaled $748,000 in 2019 as compared to $1 .2 million in 2018 ..Management continues to believe that there will be slight declines in Horses of Racing Age nominations from year-to-year 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 be comprised of those foals sired by North American stallions and not nominated to the Breeders’ Cup as foals ..

Sponsorship and Licensing Sponsorship and licensing (merchandise, television and radio, and other intellectual property rights) resulted in combined revenue of $7 1. million in 2019, a positive variance of $361,000 from 2018 ..The $7 1. million in revenue is the highest since the NTRA/Breeders’ Cup split into two separate entities ..

BCL’s major partnerships in 2019 included Longines, TVG, America’s Best Racing, John Deere, Big Ass Fans, and six Thoroughbred farms: Calumet, Claiborne, Coolmore, Lane’s End, Three Chimneys and WinStar .

EXPENSES CHAMPIONSHIP PURSES AND AWARDS

Championship Purses 2019 Championship gross purse expenses were $28 1. million and net of travel reimbursements (8% of purse value) totaled $25 .8 million ..From 2016 through 2019, Breeders’ Cup increased purses by a combined total of $3 .5 million or roughly 14% .

28 FINANCIAL PERFORMANCE

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 who 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 .4 million in 2019, which is a negative variance of $197,000 from 2018 .. The negative variance is attributable to lower international participation and a lower proportion of international participants finishing first through fourth .

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 Championships ..2019 travel awards were $2 .4 million, a decrease of $320,000, corresponding to a decrease to 153 starters in 2019 from 175 in 2018 .

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 in 2019) and complimentary VIP car service to and from the airport ..2019 expenses totaled $138,000 which is a negative variance of $50,000 from 2018 ..Management was pleased to see the increase in this expense because such increase illustrates more owners utilizing this program .

CHALLENGE AWARDS AND ADMINISTRATIVE COSTS

Breeders’ Cup Challenge Series Entry Fees In 2019, BCL had 86 Breeders’ Cup Challenge Series “Win and You’re In” races, including races across eleven countries covering all Championships divisions: 34 International, 19 East Coast, 17 Midwest, 13 West Coast and three Canadian races ..64 Grade I or 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 .

2019 Challenge Series entry fee expenses were $2 7. million ..Expenses decreased by $30,000 from 2018 as 44 individual horses winning a combined 49 Challenge Series races competed at Santa Anita Park ..Management views the consistent participation in the Challenge Series as a reflection on the effectiveness of the program and of the desire of horsemen to participate in the “Win and You’re In“ program .

Challenge Series Nominator Awards Challenge Series nominator awards have remained essentially flat since 2014 and were $460,000 . in 2019 .

29 Challenge Fulfillment Expenses Challenge fulfillment expenses include horse blankets, caps, flowers, gifts, trophies and other similar items ..2019 expenses totaled $89,000 as compared to $66,000 in 2018 reflecting increased focus on growing awareness and participation in the Challenge Series .

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 lounge at the Langham in 2019 ..The 2019 expenses were $539,000, up from $443,000 in 2018 due to VIP tickets being comped at Churchill Downs due to the larger venue and a mutual agreement with the host track .

We continue to increase our investment in the horsemen hospitality program as we seek to improve the participant experience .

MARKETING AND ENHANCED EXPERIENCE EXPENSES

Enhanced Experience Events Enhanced experience expenses in 2019 were $975,000 which is consistent with 2018 ..A significant portion of enhanced experience event costs also reside in the event budget ..For 2019 and 2018 the event budget covered an additional $1 1. million and $1 .2 million in costs respectively ..

Simulcast Marketing and Betting Challenge In 2019 simulcast marketing expenses were $465,000, which is consistent with the previous year .. These expenses are for promoting wagering on the Championships and include our enhanced Player’s Show production (simulcast program specific to wagering analysis and data), BCBC and HorsePlayers .com marketing, and national player marketing programs designed to stimulate wagering on the Breeders’ Cup .

Event and Brand Marketing Event and brand marketing expense were $1 7. million in 2019, which is consistent with the previous year .. These expenses included ticket sales marketing, public relations and other event related communications in and around the Arcadia and Pasadena community ..Other expenditures included Challenge Series marketing and promotions as well as ongoing social media, website and mobile app maintenance and enhancements .

Television 2019 television expenses totaled $3 7. million, which is consistent with the prior year ..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 programming 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 Expenses Sponsorship fulfillment was $1 .8 million in 2019, equating to 30% of sponsorship revenue, as compared to $1 .8 million and 32% in 2018, respectively ..The majority of sponsorship fulfillment costs include

30 FINANCIAL PERFORMANCE tickets and hospitality expenses the week of the Breeders’ Cup Championships and during Challenge Series events .

Nominations Marketing and Administration 2019 nominations marketing and administration expenses were $343,000, which is a decrease of $34,000 from 2018 .. 2018 included expenses for administrative supplies related to the Lexington office relocation .

Industry Support 2019 industry support totaled $195,000 comprising $148,000 in dues to the National Thoroughbred Racing Association (“NTRA”) and $48,000 to the Thoroughbred Aftercare Alliance (“TAA”) ..In 2018 industry support was $198,000 ..

New Business Initiatives New business initiatives expenditures were $22,000 in 2019 and included market research for Customer Segmentation & Strategy – Data Planning ..

Racing Integrity Coalition/World Horse Racing Consortium Racing and integrity expenses directed towards proposed federal legislation were $0 in 2019 which reflects $61,000 in savings from 2018 due to a reduction in pledged financial support from BCL .

Total expenses relating to World Horse Racing Consortium were $281,943 ..The World Horse Racing Consortium is a global marketing/sponsorship joint venture among BCL, Royal Ascot, Goodwood, and Victoria Racing Club with the potential to also include Dubai Racing Club, France Galop, and JRA .. The intent of the World Horse Racing Consortium is to establish a year-long global platform to cross- promote the top horse races in the world ..While the World Horse Racing Consortium investment did not produce a financial return in 2019, projected viewership metrics were achieved ..

Salary and Benefits 2019 salary and benefits were $4 .4 million, a decrease of $100,000 from 2018 ..The decrease resulted from timing relating to departing employees and open positions .

Business Travel 2019 business travel was $541,955 reflecting an increase of $69,000 from 2018 due to the event not being in the Breeders’ Cup home state and additional travel costs relating to the formation of the Thoroughbred Safety Coalition and related travel costs .. Management continues to focus on minimizing travel costs through detailed planning and monitoring of compliance with travel policies .

General and Administrative Expenses 2019 general and administrative expenses were $1 .8 million, an increase of $69,000 ..The increase was due to additional legal costs associated with rules implemented at Santa Anita Park .

31 APPENDIX A

CURRENT BREEDERS’ CUP DIRECTORS & MEMBERS*

Breeders’ Cup Limited Directors Fred W ..Hertrich III (Chairman) Drew Fleming Bret Jones (Vice Chairman) Walker Hancock Barbara Banke Anthony R ..Manganaro Antony Beck Clem Murphy Jimmy Bell Gavin Murphy Alan Cooper II William S ..Farish, Jr .. . . . Elliott Walden

Breeders’ Cup Limited Members Conrad Bandoroff W ..Gray Lyster IV Barbara Banke M V. ..Magnier Antony Beck Anthony R ..Manganaro Gatewood Bell Pope McLean, Jr . Jimmy Bell Clem Murphy Boyd Browning Gavin Murphy Doug Cauthen Maria Niarchos-Gouazé Case Clay David O’Farrell Alan Cooper Garrett O’Rourke Everett Dobson Bill Oppenheim W .S ..Farish Daisy Phipps Pulito William S ..Farish, Jr . Mike Pons Craig Fravel Dan Pride H ..Greg Goodman Jaime Roth Eric Gustavson Tom Ryan Walker Hancock Bernie Sams Fred W ..Hertrich III Alex Solis II Dr ..Andreas Jacobs Oliver Tait Brereton C ..Jones Elliott Walden Bret Jones Barry Weisbord Jak Knelman Aron Wellman

Honorary Members & Past Presidents James E ..(Ted) Bassett III Greg Avioli Honorary Members and Past Presidents D G. ..Van Clief Jr . Craig Fravel James E ..(Ted) Bassett III D G. ..Van Clief Jr . Greg Avioli *as of July 2020

32 APPENDIX B

BREEDERS’ CUP STAFF

Executive Office Finance/Billing Drew Fleming Michael Newman President & Chief Executive Officer VP, Treasurer/Controller drew@breederscup .com michael@breederscup .com Dora Delgado Tim Schram Executive Vice President & VP, Finance & Human Resources Chief Racing Officer tim@breederscup .com dora@breederscup .com Georganna Lilly John Keitt Assistant Controller Executive Vice President & georganna@breederscup .com Chief Operating Officer Alex Burgan john@breederscup .com Staff Accountant W.B. Rogers Beasley alex@breederscup .com Executive Vice President & Chief Strategy Officer Corporate Partnerships, rogers@breederscup .com Licensing & Merchandise Sarah Clark Christopher McNamara Executive Assistant & Member Services SVP, Corporate Partnerships sarah@breederscup .com chris@breederscup .com Heather Higgins Racing & Nominations VP, Corporate Partnerships Josh Christian hhiggins@breederscup .com VP, Racing & Nominations Peggy Gdovka josh@breederscup .com Sr. Director, Corporate Partnerships Erin McLaughlin & Licensing and Merchandise Sr. Manager, Racing Services pgdovka@breederscup .com erin@breederscup .com Brian O’Leary Courtney Reid Sr. Manager, Corporate Partnerships Sr. Manager, Racing Operations brian@breederscup .com courtney@breederscup .com Meghan Wernimont Barbara Webster Coordinator, Corporate Partnerships Sr. Nominations Manager meghan@breederscup .com barbie@breederscup .com

Information Technology Todd Sparks VP, Information Technology todd@breederscup .com

33 APPENDIX B

TV, Entertainment & Marketing Public Relations Justin McDonald Jim Gluckson SVP, Marketing Media Relations justin@breederscup .com jim@breederscup .com Peter Rotondo VP, Media & Entertainment Ticketing & Horsemen Relations peter@breederscup .com Brandy Harmon Stefanie Palmieri VP, Ticketing & Venue Operations VP, Events brandy@breederscup .com stefanie@breederscup .com Stephanie Booth Amy Lasky Sr. Manager, Director, Event Operations Ticketing & Customer Service amy@breederscup .com stephanie@breederscup .com Rachel Engleson Director of Marketing rachel@breederscup .com Megan Browning Marketing Manager megan@breederscup .com Gemma Parenti Art Director gemma@breederscup .com

34 APPENDIX C

C. 20192019 BREEDERS’BREEDERS’ CUPCUP CHALLENGECHALLENGE SERIESSERIES SCHEDULESCHEDULE -- NORTHNORTH AMERICAAMERICA Race Date Race Name Track City Breeders’ Cup Division 5/27/19 Shoemaker Mile Santa Anita Park Arcadia, California TVG Mile 6/8/19 Jaipur Invitational Elmont, New York Turf Sprint 6/8/19 Belmont Park Elmont, New York Longines Distaff 6/8/19 Runhappy Belmont Park Elmont, New York Big Ass Fans Dirt Mile 6/15/19 Stephen Foster Stakes Churchill Downs Louisville, Kentucky Longines Classic 6/15/19 Fleur de Lis Stakes Churchill Downs Louisville, Kentucky Longines Distaff 6/29/19 Handicap Hallandale Beach, Filly & Mare Sprint 7/6/19 John A. Nerud Belmont Park Elmont, New York Sprint 7/20/19 TVG.com Haskell Invitational Monmouth Park Oceanport, Longines Classic 7/27/19 Bing Crosby Stakes Del Mar Thoroughbred Club Del Mar, California Sprint 7/28/19 Clement L. Hirsch Stakes Del Mar Thoroughbred Club Del Mar, California Longines Distaff 8/3/19 Whitney Saratoga Springs, New York Longines Classic 8/10/19 Beverly D. Stakes Arlington Heights, Maker’s Mark Filly & Mare Turf 8/10/19 Arlington Park Arlington Heights, Illinois Longines Turf 8/10/19 Handicap Saratoga Race Course Saratoga Springs, New York TVG Mile 8/17/19 TVG Pacific Classic Del Mar Thoroughbred Club Del Mar, California Longines Classic 8/17/19 Del Mar Handicap presented by Del Mar Thoroughbred Club Del Mar, California Longines Turf The 8/24/19 Pat O’Brien Stakes Del Mar Thoroughbred Club Del Mar, California Big Ass Fans Dirt Mile 8/24/19 Saratoga Race Course Saratoga Springs, New York Longines Distaff 8/24/19 Ketel One Ballerina Saratoga Race Course Saratoga Springs, New York Filly & Mare Sprint 8/24/19 Sword Dancer Saratoga Race Course Saratoga Springs, New York Longines Turf 9/7/19 Jockey Club Derby Belmont Park Elmont, New York Longines Turf 9/7/19 Turf Sprint Kentucky Downs Franklin, Kentucky Turf Sprint 9/14/19 Iroquois Stakes Churchill Downs Louisville, Kentucky TVG Juvenile 9/14/19 Pocahontas Stakes Churchill Downs Louisville, Kentucky Juvenile Fillies 9/14/19 Ricoh Woodbine Mile , Canada TVG Mile 9/15/19 Natalma Stakes Woodbine Racetrack Toronto, Canada Juvenile Fillies Turf 9/15/19 Summer Stakes Woodbine Racetrack Toronto, Canada Juvenile Turf 9/21/19 Cotillion Stakes Parx Racing Bensalem, Longines Distaff 9/27/19 Stakes Santa Anita Park Arcadia, California TVG Juvenile 9/27/19 Chandelier Stakes Santa Anita Park Arcadia, California Juvenile Fillies 9/28/19 Belmont Park Elmont, New York Longines Classic 9/28/19 The Vosburgh Belmont Park Elmont, New York Sprint 9/28/19 Stakes Santa Anita Park Arcadia, California Longines Classic 9/28/19 Rodeo Drive Stakes Santa Anita Park Arcadia, California Maker’s Mark Filly & Mare Turf 9/29/19 Stakes Santa Anita Park Arcadia, California Longines Distaff 10/4/19 Darley Alcibiades Stakes Keeneland Lexington, Kentucky Juvenile Fillies 10/4/19 Stoll Keenon Ogden Keeneland Lexington, Kentucky Sprint 10/5/19 The Champagne Belmont Park Elmont, New York TVG Juvenile 10/5/19 Claiborne Breeders’ Futurity Keeneland Lexington, Kentucky TVG Juvenile 10/5/19 First Lady Stakes Keeneland Lexington, Kentucky Maker’s Mark Filly & Mare Turf 10/5/19 Shadwell Turf Mile Stakes Keeneland Lexington, Kentucky TVG Mile 10/5/19 Thoroughbred Club of America Stakes Keeneland Lexington, Kentucky Filly & Mare Sprint 10/5/19 Santa Anita Sprint Championship Santa Anita Park Arcadia, California Sprint 10/6/19 Speakeasy Stakes Santa Anita Park Arcadia, California Juvenile Turf Sprint 10/6/19 The Flower Bowl Belmont Park Elmont, New York Maker’s Mark Filly & Mare Turf 10/6/19 The Frizette Belmont Park Elmont, New York Juvenile Fillies 10/6/19 The Futurity Belmont Park Elmont, New York Juvenile Turf Sprint 10/6/19 Dixiana Keeneland Lexington, Kentucky Juvenile Turf 10/6/19 Indian Summer Stakes Keeneland Lexington, Kentucky Juvenile Turf Sprint 10/6/19 Spinster Stakes Keeneland Lexington, Kentucky Longines Distaff 10/9/19 JPMorgan Chase Keeneland Lexington, Kentucky Juvenile Fillies Turf 35 APPENDIX C

2019 BREEDERS’ CUP CHALLENGE SERIES SCHEDULE - INTERNATIONAL

Race Date Race Name Track City Breeders’ Cup Division 12/15/18 Gran Premio International San Isidro Racecourse Buenos Aires, Argentina Longines Turf Carlos Pellegrini Stakes 1/5/19 Cartier Paddock Stakes Kenilworth Racecourse Cape Town, South Africa Maker’s Mark Filly & Mare Turf 1/5/19 L’Ormarins Queen’s Plate Kenilworth Racecourse Cape Town, South Africa TVG Mile 2/17/19 Tokyo Racecourse Tokyo, Japan TVG Mile 5/1/19 Gran Premio Criadores Hipodromo Argentino de Palermo Buenos Aires, Argentina Longines Distaff 5/26/19 Gran Premio Club Hipico Falabella Club Hipico de Santiago Santiago, Chile TVG Mile 6/2/19 Tokyo Racecourse Tokyo, Japan TVG Mile 6/9/19 Grande Premio Brasil Hipodromo da Gavea Rio de Janeiro, Brazil Longines Turf 6/18/19 Queen Anne Stakes Ascot, TVG Mile 6/19/19 Prince of Wales’s Stakes Ascot Racecourse Ascot, England Longines Turf 6/20/19 Norfolk Stakes Ascot Racecourse Ascot, England Juvenile Turf Sprint 6/22/19 Stakes Ascot Racecourse Lima, Peru Maker’s Mark Filly & Mare Turf 6/23/19 Osaka, Japan Longines Turf 6/30/19 Gran Premio Pamplona Hipodromo de Monterrico Ascot, England Longines Turf 7/27/19 King George VI & Queen Elizabeth Stakes Ascot Racecourse Ascot, England Longines Turf sponsored by QIPCO 7/31/19 Qatar Stakes Chichester, England TVG Mile 8/11/19 Prix du Haras de Fresnay-Le Buffard Deauville Racecourse Deauville, France TVG Mile Jacques Le Marois 8/18/19 Darley Prix Morny Deauville Racecourse Deauville, France Juvenile Turf Sprint 8/21/19 Juddmonte York, England Longines Classic 8/22/19 York Racecourse York, England Maker’s Mark Filly & Mare Turf 8/23/19 Coolmore York Racecourse York, England Turf Sprint 9/14/19 Coolmore Fastnet Rock Racecourse , Maker’s Mark Filly & Mare Turf 9/14/19 KPMG Champions Dublin, Ireland Juvenile Turf 9/14/19 QIPCO Irish Leopardstown Racecourse Dublin, Ireland Longines Turf 9/15/19 Derrinstown Stud Kildare, Ireland Turf Sprint 9/15/19 Curragh Racecourse Kildare, Ireland Juvenile Fillies Turf 9/27/19 Shadwell Newmarket, England Juvenile Fillies Turf 9/28/19 Juddmonte Newmarket Racecourse Newmarket, England Juvenile Turf 9/29/19 Sprinters Stakes Tokyo, Japan Turf Sprint 10/6/19 Prix de l’Opera Longines ParisLongchamp Paris, France Maker’s Mark Filly & Mare Turf 10/6/19 Prix de l’Abbaye de Longchamp Longines ParisLongchamp Paris, France Turf Sprint 10/6/19 Qatar Prix de l’Arc de Triomphe ParisLongchamp Paris, France Longines Turf 10/6/19 Qatar Prix Jean-Luc Lagardere ParisLongchamp Paris, France Juvenile Turf 10/6/19 Qatar Prix Marcel Boussac ParisLongchamp Paris, France Juvenile Fillies Turf

36 APPENDIX D

2019 BREEDERS’ CUP CHALLENGE SERIES TELEVISION SCHEDULE

Date Network Time Event Track Breeders’ Cup Division Saturday, 2:30pm - 4:00pm Ogden Phipps H.** Belmont Park Big Ass Fans Dirt Mile June 8 4:00pm - 7:00pm Jaipur Invitational** Turf Sprint Runhappy Metropolitan Mile** Longines Distaff

Saturday, 8:30pm - 10:00pm Stephen Foster S. Churchill Downs Longines Classic June 15 Fleur De Lis S. Longines Distaff Tuesday, 8:30am - 1:00pm Royal Ascot: Ascot Racecourse TVG Mile June 18 Queen Anne Stakes

Wednesday, 8:30am - 1:00pm Royal Ascot: Ascot Racecourse Longines Turf June 19 Prince of Wales’s Stakes

Thursday, 8:30am - 1:00pm Royal Ascot: Ascot Racecourse Juvenile Turf Sprint June 20 Norfolk Stakes

Saturday, 9:00am - 1:00pm Royal Ascot: Ascot Racecourse Turf Sprint June 22 Diamond Jubilee Stakes Saturday, 4:00pm - 6:00pm Belmont Oaks* Belmont Park Maker’s Mark F/M Turf July 6 Belmont Derby* Longines Turf John A. Nerud Sprint

Saturday, 5:00pm - 6:00pm TVG.com Haskell Inv. Monmouth Park Longines Classic July 20

Wednesday, 9:00am - 11:00am Qatar ** Goodwood Racecourse TVG Mile July 31

Saturday, 5:00pm - 6:00pm Whitney H. Saratoga Race Course Longines Classic August 3 Longines Test S.* F/M Sprint

Saturday, 5:00pm - 6:00pm Fourstardave H. Saratoga Race Course TVG Mile August 10 Saturday, 9:00am - 11:00am Juddmonte International S.** York Racecourse Longines Classic August 21

Saturday, 4:30pm - 6:00pm Jockey Club Derby Belmont Park Longines Turf September 7 Jockey Club Oaks* Maker’s Mark F/M Turf

Saturday, 5:00-6:00pm Cotillion S. Parx Longines Distaff September 21 * Longines Classic Saturday, 6:30pm - 9:00pm Awesome Again Santa Anita Longines Classic September 28 Rodeo Drive Maker’s Mark F/M Turf Highlights from Belmont & Santa Anita

Saturday, 5:30pm - 6:30pm Claiborne Breeders’ Futurity Keeneland Race Course TVG Juvenile October 5 Shadwell Turf Mile TVG Mile

Sunday, 4:30pm - 6:00pm Dixiana Bourbon S. Keeneland Race Course Juvenile Turf October 6 Juddmonte Spinster S. Longines Distaff ARC Day Recap ParisLongchamp Various

*Denotes non-Challenge race ** Denotes not produced by Breeders’ Cup Limited 37 215 West Main Street • Suite 250 • Lexington, KY 40507 40 East 52nd Street • 15th Floor • New York, NY 10022 www.breederscup.com

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