2013-10-29T15:00:05-05:00 2013-01-31 CROWE HORWATH LLP 144 North Broadway Lexington KY 40507 990 2012-02-01 133082904 BREEDERS' CUP LIMITED BREE 8592235444 PO Box 4230 Lexington KY 40544 MICHAEL NEWMAN 2013-10-23 true Deborah K Haaker P00163071 8592526738 2012 2016-03-07 17:11:31Z CRAIG FRAVEL 2525 Harrodsburg Road Lexington KY 40504 47125250 false 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 767666 40169816 29985 663834 0 19621 797651 40853271 0 100000 0 0 312221 3389274 0 0 0 377659 39397692 689880 42886966 107771 -2033695 49482022 52892349 5813520 7890480 43668502 45001869 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. false false 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 89,000 SPECTATORS ATTENDED THE 2012 BREEDERS' CUP CHAMPIONSHIPS WHICH GENERATED OVER $25 MILLION IN REVENUES FOR THE ORGANIZATION. THE FINANCIAL SUCCESS OF THE 2012 CHAMPIONSHIPS ENABLED THE ORGANIZATION TO FUND NEARLY $29 MILLION IN PURSES AND AWARDS FOR THE YEAR. false false false false false false false false false false true true false true true true false true false false true false false false false false false true false true false false false false false false false false false false false true true true false true 159 0 true 36 true false false false false false false X 13 12 true false false false true true true true true false false true true true true true true true true false KY X Michael Newman 8592235444 2525 HARRODSBURG ROAD LEXINGTON KY 40504 CRAIG FRAVEL 40.00 X X 595369 0 39093 JERRY CRAWFORD 2.00 X X 0 0 0 ROBERT M WATT 2.00 X X 0 0 0 ANTONY BECK 2.00 X 0 0 0 BARRY WEISBORD 2.00 X 0 0 0 BRET JONES 2.00 X 0 0 0 CLEM MURPHY 2.00 X 0 0 0 DAVID WILLMON 2.00 X 0 0 0 HELEN C ALEXANDER 2.00 X 0 0 0 OLIVER TAIT 2.00 X 0 0 0 RICHARD T SANTULLI 2.00 X 0 0 0 ROBERT T MANFUSO 2.00 X 0 0 0 ROY JACKSON 2.00 X 0 0 0 SATISH K SANAN 2.00 X 0 0 0 TOM LUDT 2.00 X 0 0 0 WILLIAM S FARISH JR 2.00 X 0 0 0 MICHAEL NEWMAN 40.00 X 108284 0 29503 ROBERT N ELLISTON 40.00 X 182240 0 24349 CARTER R CARNEGIE 40.00 X 468255 0 16452 DORA J DELGADO 40.00 X 245835 0 39093 PETER ROTONDO 40.00 X 216036 0 15097 HEATHER HIGGINS 40.00 X 124261 0 15426 JUSTIN N MCDONALD 40.00 X 130227 0 7150 MICHAEL SPARKS 40.00 X 136614 0 31491 STEFANIE A PALMIERI 40.00 X 110114 0 14439 TIM SCHRAM 40.00 X 122338 0 15279 2439573 0 247372 11 false true false KEN KIRCHNER 2197 LAKESIDE DRIVE LEXINGTON KY 40502 SIMULCAST CONSULTING 114999 MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 INVESTMENT MANAGER 110000 2 0 NOMINATIONS FEES 900099 14340743 14340743 RIGHTS & ROYALTIES 900099 2208579 2208579 SIMULCAST FEES & HOST TRACK CONTRIBUTIONS 900099 15310494 15310494 ENTRY FEES 900099 8310000 8310000 0 0 0 0 0 40169816 384646 384646 0 0 0 0 0 6551167 6271979 279188 0 279188 279188 0 0 0 OTHER REVENUE 900099 19621 19621 0 0 0 0 0 0 19621 40853271 40189437 0 663834 100000 2549367 264550 144890 285465 145002 164686 50073 24000 0 228369 235524 4276528 74352 134458 0 578926 521811 0 49787 39531 0 128940 107913 PURSE EXPENSES 29077970 TELEVISION EXPENSES 2062768 DIRECT EVENT OPERATIONS 1242056 MEMBERSHIP DUES TO NTRA 400000 0 42886966 0 0 0 604530 1521447 2804948 2043772 0 0 171747 183949 959828 690851 147536 268977 32767807 32607980 7758802 10825028 0 9018 7218 5217634 5433978 49482022 52892349 755925 986047 0 5040855 6889793 16740 14640 5813520 7890480 X 43603502 44936869 65000 65000 43668502 45001869 49482022 52892349 -2033695 3367062 0 X false true X true 0 0 42329 40801 1528 917499 650050 267449 0 268977 6875043 F 0 F VENTURE CAPITAL 1449985 F INVESTMENT IN BCL PROPERTIES 2500000 C 10825028 NON QUALIFIED PENSION INVESTMENTS 91777 INTERCOMPANY ACCOUNTS RECEIVABLE 5342201 5433978 0 DEFERRED COMPENSATION PAYABLE 14640 14640 X 43991964 3367062 0 3367062 40624902 228369 0 228369 40853271 42658597 0 0 42658597 228369 0 228369 42886966 FIN 48 (ASC 740) footnote Schedule D, 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. THE COMPANY'S FOR-PROFIT SUBSIDIARY IS SUBJECT TO U.S. FEDERAL INCOME TAX AS WELL AS STATE INCOME TAXES. THE COMPANY IS NO LONGER SUBJECT TO EXAMINATION BY TAXING AUTHORITIES FOR YEARS BEFORE DE¬CEMBER 31, 2009. THE COMPANY DOES NOT EXPECT THE TOTAL AMOUNT OF UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE OVER THE NEXT 12 MONTHS (SEE NOTE 6). THE COMPANY RECOGNIZES INTEREST AND/OR PENALTIES RELATED TO INCOME TAX MATTERS IN INCOME TAX EXPENSE. THE COMPANY DID NOT HAVE ANY AMOUNTS ACCRUED FOR INTEREST AND PENALTIES AT JANUARY 31, 2013 AND JANUARY 31, 2012. CENTRAL AMERICA AND THE CARIBBEAN INVESTMENTS 8325000 EUROPE (INCLUDING ICELAND AND GREENLAND) 2 PROGRAM SERVICES CONSULTING 46000 EAST ASIA AND THE PACIFIC 1 PROGRAM SERVICES CONSULTING 10000 EUROPE (INCLUDING ICELAND AND GREENLAND) PROGRAM SERVICES ADVERTISING 69501 EUROPE (INCLUDING ICELAND AND GREENLAND) PROGRAM SERVICES CONSULTING 71322 EUROPE (INCLUDING ICELAND AND GREENLAND) PROGRAM SERVICES NOMINATIONS 167500 SOUTH AMERICA PROGRAM SERVICES NOMINATIONS 20000 NORTH AMERICA (CANADA & MEXICO ONLY) PROGRAM SERVICES NOMINATIONS 10000 3 8719323 false false true false true false Method used to account for expenditures on organization's financial statements Schedule F, Part I, Line 3 CENTRAL AMERICA AND THE CARIBBEAN: ACCRUAL EAST ASIA AND THE PACIFIC: ACCRUAL EUROPE (INCLUDING ICELAND AND GREENLAND): ACCRUAL NORTH AMERICA (CANADA & MEXICO ONLY): ACCRUAL SOUTH AMERICA: ACCRUAL Method used to account for expenditures on organization's financial statements Schedule F, Part I, Line 3 CENTRAL AMERICA AND THE CARIBBEAN: ACCRUAL EAST ASIA AND THE PACIFIC: ACCRUAL EUROPE (INCLUDING ICELAND AND GREENLAND): ACCRUAL NORTH AMERICA (CANADA & MEXICO ONLY): ACCRUAL SOUTH AMERICA: ACCRUAL true THOROUGHBRED AFTERCARE ALLIANCE FOUNDATION INC 821 CORPORATE DRIVE LEXINGTON KY 40503 454783644 501(C)(3) 100000 N/A N/A EQUINE FACILITY SUPPORT 1 0 Procedures for monitoring use of grant funds Schedule I, 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 ACCOMPLISHMENTS DURING THE YEAR AS WELL AS FORECAST OF THE COMING YEARS PROJECTS AND OBJECTIVES. X X X X X X true false false CRAIG FRAVEL 525000 0 50000 0 20369 0 17150 0 21943 0 634462 0 0 0 PETER ROTONDO 185675 0 30000 0 361 0 15097 0 0 0 231133 0 0 0 DORA J DELGADO 180250 0 65000 0 585 0 17150 0 21943 0 284928 0 0 0 MICHAEL SPARKS 120650 0 15750 0 214 0 9548 0 21943 0 168105 0 0 0 CARTER R CARNEGIE 103000 0 100000 0 265255 0 14210 0 2242 0 484707 0 0 0 ROBERT N ELLISTON 166666 0 0 0 15574 0 11017 0 13332 0 206589 0 0 0 Severance or change-of-control payment Schedule J, Part I, Line 4a CARTER R. CARNEGIE RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $265,255 DURING 2012. THIS AMOUNT IS INCLUDED IN OTHER COMPENSATION IN SCHEDULE J, COLUMN B(III). PRIOR YEAR/CURRENT YEAR COMPARABILITY FORM 990, PART I, LINE 9 THE ORGANIZATION IMPLEMENTED A CHANGE IN YEAR END FROM A CALENDAR YEAR TO A FISCAL YEAR ENDING JANUARY 31, EFFECTIVE JANUARY 31, 2012. FOR TAX PURPOSES A SHORT PERIOD RETURN WAS FILED FOR YEAR OF CHANGE WHICH ACCOUNTS FOR ONE MONTH OF ACTIVITY, JANUARY 2012. THEREFORE, FOR COMPARATIVE PURPOSES, THE PRIOR YEAR COLUMN ONLY REFLECTS ACTIVITY FOR ONE MONTH WHEREAS THE CURRENT COLUMN PROVIDES A FULL FISCAL YEAR OF ACTIVITY FOR FISCAL YEAR ENDING JANUARY 31, 2013. BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS FORM 990, PART VI, LINE 2 THE BOARD OF TRUSTEES AND DIRECTORS OF BREEDERS' CUP LIMITED CONSISTS PRIMARILY OF INDIVIDUALS INVOLVED 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. Classes of members or stockholders 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 105,000 SPECTATORS ATTENDED THE 2011 BREEDERS' CUP CHAMPIONSHIPS WHICH GENERATED OVER $27 MILLION IN REVENUES FOR THE ORGANIZATION. THE FINANCIAL SUCCESS OF THE 2011 CHAMPIONSHIPS ENABLED THE ORGANIZATION TO FUND NEARLY $28 MILLION IN PURSES AND NOMINATOR AWARDS FOR THE YEAR. Members or stockholders electing members of governing body 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. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 7b DECISIONS REQUIRING APPROVAL BY MEMBERS INCLUDE ONLY CHANGES TO BYLAWS. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b REVIEWED BY SENIOR FINANCIAL MANAGERS, FINANCE & AUDIT COMMITTEE, AND THE GOVERNING BODY DURING OCTOBER 2013. 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. THE REVIEW ALSO INCLUDED A BOARD SUMMARY REPORT OF FORM 990 PROVIDED BY ITS TAX PREPARER. Conflict of interest policy 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 FOLLOW-UP 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. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a THE COMPANY UTILIZES THIRD PARTY COMPENSATION SURVEY INFORMATION IN REVIEWING COMPENSATION FOR TOP MANAGEMENT. A THIRD PARTY CONSULTANT WAS ENGAGED IN THE DESIGN OF THE COMPANY'S INCENTIVE COMPENSATION SYSTEM FOR 2012. THE COMPENSATION COMMITTEE REVIEWS THE COMPANY'S ANNUAL COMPENSATION BUDGET PRIOR TO THE REVIEW AND APPROVAL OF COMPENSATION BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS REVIEWS AND APPROVES YEAR-END BONUSES FOR SENIOR MANAGERS ON AN INDIVIDUAL BASIS. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b A THIRD PARTY CONSULTANT REVIEWED COMPANY'S COMPENSATION FOR KEY MANAGEMENT EMPLOYEES FOR 2012. THE COMPENSATION COMMITTEE REVIEWS THE COMPANY'S ANNUAL COMPENSATION BUDGET PRIOR TO THE REVIEW AND APPROVAL OF COMPENSATION BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE REVIEWS YEAR-END BONUSES FOR ALL EMPLOYEES. THE BOARD OF DIRECTORS REVIEWS AND APPROVES YEAR-END BONUSES FOR SENIOR MANAGERS ON AN INDIVIDUAL BASIS. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 ANNUAL AUDITED FINANCIALS ARE PUBLISHED ON COMPANY WEB PAGE. GOVERNING DOCUMENTS AND POLICIES ARE AVAILABLE FOR REVIEW UPON REQUEST AT THE ORGANIZATION'S CORPORATE OFFICE. BREEDERS' CUP CHARITIES INC PO BOX 4230 LEXINGTON KY 40544 FUNDRAISING DE 501(C)(3) 7 NA true BREEDERS' CUP PROPERTIES LLC 2525 HARRODSBURG ROAD LEXINGTON KY 40504 611348517 ADVERTISING DE NA C CORPORATION 1424466 228606 1 true false false false false false false false false false false false false false true true true true true true BREEDERS' CUP CHARITIES INC R 108247 FMV BREEDERS' CUP PROPERTIES LLC N 335307 FMV BREEDERS' CUP PROPERTIES LLC O 264709 FMV BREEDERS' CUP PROPERTIES LLC S 955000 FMV BREEDERS' CUP PROPERTIES LLC P 466682 FMV