2014-08-11T13:17:38-05:00 2014-01-31 611191655 STROTHMAN & COMPANY PSC 325 W MAIN ST SUITE 1600 LOUISVILLE KY 402024251 990 2013-02-01 133082904 BREEDERS' CLUB LIMITED BREE 8592235444 PO BOX 4230 LEXINGTON KY 40544 MICHAEL NEWMAN TREASURER 8592235444 2014-08-11 1 WILLIAM G MEYER III P00171030 5025851600 2013 2015-11-30 17:44:51Z CRAIG FRAVEL 2525 HARRODSBURG ROAD LEXINGTON KY 40504 46674727 0 X WWW.BREEDERSCUP.COM X 1980 NY TO SUPPORT BREEDERS BY PROMOTING THE GROWTH OF THE THOROUGHBRED RACING INDUSTRY AND IMPROVING BUSINESS CONDITIONS FOR BREEDERS THROUGH THE STAGING OF THE BREEDERS' CUP COMPETITION 13 12 36 48 0 0 0 0 40169816 38440285 663834 234136 19621 467 40853271 38674888 100000 153217 0 0 3389274 3668856 0 0 0 39397692 38268635 42886966 42090708 -2033695 -3415820 52892349 60769270 7890480 15294149 45001869 45475121 TO SUPPORT BREEDERS BY PROMOTING THE GROWTH OF THE THOROUGHBRED RACING INDUSTRY AND IMPROVING BUSINESS CONDITIONS FOR BREEDERS THROUGH THE STAGING OF THE BREEDERS' CUP COMPETITION 0 0 42090708 153217 38440285 THROUGH BREEDERS' CUP CHAMPIONSHIPS, BREEDERS' CUP CHALLENGE SERIES, YEAR ROUND STAKES PROGRAM, AND NOMINATIONS PROGRAM, BREEDERS' CUP LIMITED PROMOTES THE THOROUGHBRED INDUSTRY BY ENHANCING PUBLIC AWARENESS OF THOROUGHBRED RACING AND THE INDUSTRY IN GENERAL. TRACK PROMOTION OF BREEDER'S CUP RACES, TELEVISION, RADIO AND INTERNET PROMOTIONS, NEWSFEEDS, PRESS CONFERENCE, PRESS RELEASES, THE KENTUCKY HORSE PARK EXHIBIT, AND OTHER PROMOTIONAL CAMPAIGNS ARE ALL USED TO INCREASE PUBLIC AWARENESS AND PROMOTE THE THOROUGHBRED INDUSTRY. MORE THAN 94,000 SPECTATORS ATTENDED THE 2013 BREEDER'S CUP CHAMPIONSHIPS HICH GENERATED OVER $24 MILLION IN REVENUES FOR THE ORGANIZATION. THE FINANCIAL SUCCESS OF THE 2013 CHAMPIONSHIPS ENABLED THE ORGANIZATION TO FUND NEARLY $28.5 MILLION IN PURSES AND AWARDS FOR THE YEAR 42090708 0 0 0 0 0 0 0 0 0 1 1 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 137 0 36 1 0 0 0 0 0 0 X 13 12 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 KY X X MICHAEL NEWMAN 8592235444 2525 HARRODSBURG ROAD LEXINGTON KY 40504 CRAIG FRAVEL PRESIDENT/CEO 40.00 X X 691941 0 40553 JERRY CRAWFORD VICE CHAIRMAN (PARTIAL YEAR) 2.00 X X 0 0 0 ROBERT M WYATT SECRETARY 2.00 X X 0 0 0 ANTHONY BECK DIRECTOR 2.00 X 0 0 0 BARRY WEISBORD DIRECTOR 2.00 X 0 0 0 BRET JONES DIRECTOR 2.00 X 0 0 0 CLEM MURPHY DIRECTOR 2.00 X 0 0 0 ELLIOTT WALDEN DIRECTOR 2.00 X 0 0 0 HELEN C ALEXANDER DIRECTOR 2.00 X 0 0 0 J DAVID RICHARDSON MD DIRECTOR 2.00 X 0 0 0 RICHARD T SANITULLI DIRECTOR 2.00 X 0 0 0 ROBERT T MANFUSO DIRECTOR 2.00 X 0 0 0 ROY JACKSON DIRECTOR 2.00 X 0 0 0 BILL OPPENHIEM DIRECTOR 2.00 X 0 0 0 TOM LUDT DIRECTOR 2.00 X 0 0 0 WILLIAM S FARISH JR DIRECTOR 2.00 X 0 0 0 MICHAEL NEWMAN TREASURER 40.00 X 113632 0 30801 ROBERT N ELLISTON EXECUTIVE VP & COO 40.00 X 306485 0 40553 ANDREW SHEINMAN SR VP & CMO 40.00 X 173387 0 18821 DORA J DELGADO SR VP RACING & NOMINATIONS 40.00 X 234234 0 39261 PETER ROTONDO VP MEDIA ENTERTAINMENT 40.00 X 211322 0 27396 HEATHER HIGGINS VP CORPORATE PARTNERSHIPS 40.00 X 118717 0 15403 JUSTIN N MCDONALD VP MARKETING & DIGITAL MEDIA 40.00 X 154431 0 27830 MICHAEL SPARKS VP INFORMATION TECHNOLOGY 40.00 X 145187 0 33010 STEFANIE A PALMIERI SR DIRECTOR SPECIAL EVENTS & COMMUNITY RELATIONS 40.00 X 112452 0 14964 TIM SCHRAM VP FINACE & HR 40.00 X 128669 0 16107 2390457 0 304699 11 0 1 0 KEN KIRCHNER 2197 LAKESIDE DRIVE LEXINGTON KY 40502 SIMULCAST CONSULTING 129999 MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 INVESTMENT MANAGER 110000 2 SIMULCAST FEES & HOST TRACK CONTR 900099 16066886 16066886 NOMINATION FEES 900099 14952119 14952119 ENTRY FEES 900099 5500000 5500000 RIGHTS AND ROYALTIES 900099 1921280 1921280 38440285 287141 287141 7946834 7999839 -53005 -53005 -53005 OTHER 900099 467 467 467 38674888 38440285 0 234603 153217 2390457 613612 108833 354467 201487 195290 40817 24000 264301 146246 4110104 715019 7013 503130 111474 75816 153607 105096 PURSE EXPENSE 28598536 TELEVISION EXPENSES 1964126 DIRECT EVENT OPERATIONS 870727 MEMBERSHIP DUES TO NTRA 383333 42090708 1521447 238738 2043772 5503075 183949 318378 913184 682105 268977 231079 32607980 36700529 10825028 12013460 7218 6248 5433978 5757763 52892349 60769270 986047 1496766 6889793 13797383 14640 0 7890480 15294149 X 44936869 45410121 65000 65000 45001869 45475121 52892349 60769270 -3415820 3889072 0 X X 0 1 X 1 0 47122 42991 4131 866062 639114 226948 231079 7451419 F VENTURE CAPITAL 2062041 F INVESTMENT IN BCL PROPERTIES 2500000 C 12013460 NON QUALIFIED PENSION INVESTMENTS 91777 INTERCOMPANY 5665986 5757763 X PART X, LINE 2: IN RESPECT TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED ON EXAMINATION. FOR TAX POSITIONS NOT MEETING THE MORE LIKELY THAN NOT TEST, NO TAX BENEFIT IS RECORDED. FORMM 990 PART IV LINE 11F IN RESPECT TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED ON EXAMINATION. FOR TAX POSITIONS NOT MEETING THE MORE LIKELY THAN NOT TEST, NO TAX BENEFIT IS RECORDED. CENTRAL AMERICA AND THE CARIBBEAN INVESTMENTS 7451419 EUROPE (INCLUDING ICELAND & GREENLAND) 2 PROGRAM SERVICES CONSULTING 116898 EUROPE (INCLUDING ICELAND & GREENLAND) PROGRAM SERVICES ADVERTISING 77664 EUROPE (INCLUDING ICELAND & GREENLAND) PROGRAM SERVICES CONSULTING 60000 EUROPE (INCLUDING ICELAND & GREENLAND) PROGRAM SERVICES NOMINATIONS 440750 SOUTH AMERICA PROGRAM SERVICES NOMINATIONS 15000 NORTH AMERICA PROGRAM SERVICES NOMINATIONS 10000 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM PROGRAM SERVICES LEGAL SERVICES 65134 EUROPE (INCLUDING ICELAND & GREENLAND) PROGRAM SERVICES DINING SERVICES 3954 MIDDLE EAST AND NORTH AFRICA PROGRAM SERVICES NOMINATIONS 30000 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM PROGRAM SERVICES FEE FOR MEMBERSHIP 9522 0 2 0 0 0 2 8236865 43476 8280341 0 0 1 0 1 0 1 THOROUGHBRED AFTERCARE ALLIANCE FOUNDATION INC 821 CORPORATE DRIVE LEXINGTON KY 40503 454783644 501(C)(3) 100000 EQUINE FACILITY SUPPORT PART I, LINE 2: GRANTS ARE APPROVED BY THE BOARD AND ARE CONSISTENT WITH THE BREEDERS' CUP LIMITED'S MISSION TO PROVIDE THE INTEGRITY OF THE THOROUGHBRED INDUSTRY. GRAYSON JOCKEY CLUB RESEARCH FOUNDATION PROVIDES AN ANNUAL REPORT WITH A SUMMARY OF THE ORGANIZATION'S RESULTS AND ACCOMPLISHMNETS DURING THE YEAR, AS WELL AS A FORECAST OF THE COMING YEARS PROJECTS AND OBJECTIVES. X X X X X X 0 0 0 CRAIG FRAVEL PRESIDENT/CEO 536802 0 135188 0 19951 0 17700 0 22853 0 732494 0 0 0 ROBERT N ELLISTON EXECUTIVE VP & COO 255729 0 50000 0 756 0 17700 0 22853 0 347038 0 0 0 ANDREW SHEINMAN SR VP & CMO 171875 0 0 0 1512 0 11000 0 7821 0 192208 0 0 0 DORA J DELGADO SR VP RACING & NOMINATIONS 184234 0 50000 0 0 0 16408 0 22853 0 273495 0 0 0 PETER ROTONDO VP MEDIA ENTERTAINMENT 189937 0 21000 0 385 0 14766 0 12630 0 238718 0 0 0 JUSTIN N MCDONALD VP MARKETING & DIGITAL MEDIA 139167 0 15000 0 264 0 10792 0 17038 0 182261 0 0 0 MICHAEL SPARKS VP INFORMATION TECHNOLOGY 131106 0 14000 0 81 0 10157 0 22853 0 178197 0 0 0 FORM 990, PART VI, SECTION A, LINE 2 THE BOARD OF TRUSTEES AND DIRECTORS OF BREEDERS' CUP LIMITED CONSISTS PRIMARILY OF INDIVIDUALS INVLOVED IN MANY FACETS OF THE THOROUGHBRED INDUSTRY, INCLUDING THE BREEDING AND RACING OF THOROUGHBRED HORSES. BREEDERS' CUP LIMITED'S TRUSTEES AND DIRECTORS MAY OWN HORSES DIRECTLY OR THROUGH PARTNERSHIPS THAT ARE ELIGIBLE FOR BREEDERS' CUP PURSES OR AWARDS. CERTAIN TRUSTEES, DIRECTORS OR THEIR FARMS ARE MANAGERS WITH RESPECT TO CERTAIN STALLIONS AND FOALS THAT COLLECTIVELY GENERATE A MAJORITY OF THE STALLION AND FOAL NOMINATION FEES ON BEHALF OF BREEDERS' CUP LIMITED. FORM 990, PART VI, SECTION A, LINE 6 THROUGH BREEDERS' CUP CHAMPIONSHIPS, BREEDERS' CUP CHALLENGE SERIES, YEAR ROUND STAKES PROGRAM, AND NOMINATIONS PROGRAM, BREEDERS' CUP LIMITED PROMOTES THE THOROUGHBRED INDUSTRY BY ENHANCING PUBLIC AWARENESS OF THOROUGHBRED RACING AND THE INDUSTRY IN GENERAL TRACK PROMOTION OF BREEDERS' CUP RACES, TELEVISION, RADIO AND INTERNET PROMOTIONS, NEWSFEEDS, PRESS CONFERENCES, PRESS RELEASES, THE KENTUCKY HORSE PARK EXHIBIT, AND OTHER PROMOTIONAL CAMPAIGNS ARE ALL USED TO INCREASE PUBLIC AWARENESS AND PROMOTE THE THOROUGHBRED INDUSTRY MORE THAN 94,000 SPECTATORS ATTENDED THE 2013 BREEDERS' CUP CHAMPIONSHIPS WHICH GENERATED OVER $24 MILLION IN REVENUES FOR THE ORGANIZATION THE FINANCIAL SUCCESS OF THE 2013 CHAMPIONSHIPS ENABLED THE ORGANIZATION TO FUND NEARLY $28.5 MILLION IN PURSES AND NOMINATOR AWARDS FOR THE YEAR FORM 990, PART VI, SECTION A, LINE 7A THERE ARE 48 MEMBERS. MEMBERS HAVE THE RIGHT TO CHANGE CORPORATE BYLAWS AND TO ELECT THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7B DECISIONS REQUIRIRNG APPROVAL BY MEMBERS INCLUDE ONLY CHANGES TO BYLAWS FORM 990, PART VI, SECTION B, LINE 11 REVIEWED BY SENIOR FINANCIAL MANAGERS, FINANCE & AUDIT COMMITTEE, AND THE GOVERNING BODY DURING JUNE 2014. AFTER THEIR REVIEW, A FINAL DRAFT OF THE FORM 990 IS DISTRIBUTED VIA EMAIL TO THE ENTIRE BOARD OF DIRECTORS BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST QUESTIONNAIRE IS COMPLETED BY EACH BOARD MEMBER ANNUALLY. EMPLOYEES ARE SUBJECT TO THE CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO CONTACT THE HUMAN RESOURCES DEPARTMENT SHOULD A CONFLICT ARISE. POTENTIAL CONFLICTS ARE REVIEWED BY OUTSIDE LEGAL COUNSEL TO DETERMINE IF ADDITIONAL FOLLOWUP AND REVIEW IS APPROPRIATE. IF A CONFLICT IS IDENTIFIED, THE INDIVIDUALS INVOLVED IN THE CONFLICT MUST REMOVE THEMSELVES FROM THE DECISION MAKING PROCESS ASSOCIATED WITH THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 A THIRD PARTY CONSULTANT REVIEWED COMPANY'S COMPENSATION FOR KEY MANAGMENT EMPLOYEES FOR 2013. THE COMPENSATION COMITTEE REVIEWS THE COMPNAY'S ANNUAL COMPENSATION BUDGET PRIOR TO THE REVIEW AND APPROVAL OF COMPENSATION BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTE REVIEWS YEAR-END BONUSES FOR ALL EMPLOYEES. THE BOARD OF DIRECTORS REVIEWS AND APPROVES YEAR-END BONUSES FOR SENIOR MANAGER ON AN INDIVIDUAL BASIS FORM 990, PART VI, SECTION C, LINE 19 ANNUAL AUDITED FINANCIAL STATEMENTS ARE PUBLISHED ON COMPANY WEB PAGE. GOVERNING DOCUMENTS AND POLICIES ARE AVAILABLE FOR REVIEW UPON REQUEST AT THE ORGANIZATION'S CORPORATE OFFICE FORM 990, PART XII, LINE 2C: OVERSIGHT AND SELECTION OF THE INDEPENDENT AUDITORS IS DONE BY THE FINANCE & AUDIT COMMITTEE BREEDERS' CUP CHARITIES INC PO BOX 4230 LEXINGTON KY 40544 262782404 FUNDRAISING DE 501(C)(3) LINE 7 N/A 1 BREEDERS' CUP PROPERTIES LLC 2525 HARRODSBURG ROAD LEXINGTON KY 40504 611348517 ADVERTISING DE N/A C 407616 142981 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 1 BREEDERS' CUP CHARITIES INC R 1793 FMV BREEDERS' CUP PROPERTIES LLC N 175980 FMV BREEDERS' CUP PROPERTIES LLC O 119731 FMV BREEDERS' CUP PROPERTIES LLC S 840000 FMV BREEDERS' CUP PROPERTIES LLC P 866280 FMV