NYRA Board Meeting Agenda

7/30/2019 NYRA Board Meeting Agenda

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THE NEW YORK RACING ASSOCIATION, INC.

Board of Directors Meeting

August 28, 2013


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The New York Racing Association, Inc.

Meeting of the Board of Directors

August 28, 201310:00 a.m. 11:30 a.m.

Table of Contents

TAB

Meeting Agenda......................................................................................................................................................... 1

June 10, 2013 Minutes (and Resolution)

......................................................................................................................................................... 2

June 18, 2013 Minutes (and Resolution)

......................................................................................................................................................... 3

Financial Update

Second Quarter ended June 30, 2013 Summary of Financial Results Year to Date ended June 30, 2013 Summary of Financial Results

......................................................................................................................................................... 4

Events: Saratoga Meet 2013

......................................................................................................................................................... 5

NYRA Committee List (with Management Liaisons)

......................................................................................................................................................... 6

Disband CEO Search Committee Resolution

......................................................................................................................................................... 7

NYRA Committee Charters (and Resolution)

Executive Committee Audit & Compliance Committee Compensation Committee Finance Committee Nominations and Governance Committee Racing Committee

......................................................................................................................................................... 8

2014 Schedule of Board Meetings......................................................................................................................................................... 9


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Meeting of the Board of Directors

August 28, 2013

10:00 a.m. to 11:30 a.m.

Agenda

1. Approval of June 10, 2013 and June 18, 2013 minutes (Resolution)2. Report of the CEO and President3. Report of the Chair4. Report of the CFO5. New Business

a.

Saratoga 150b. Advanced Deposit Wagering, status reportc. Capital Investments, status reportd. Totalisator Transition

6. Committee Reportsa. Audit and Compliance Committeeb. Equine Safety Committeec. Finance Committeed. Nominations and Governance Committee

i. Disband CEO Search Committee (Resolution)ii. Approval of Committee Charters (Resolution)

7. Schedule of 2014 Board MeetingsAdjournment


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DRAFT UNAPPROVED MINUTES OF THE MEETING

of

THE BOARD OF DIRECTORS

of


Conducted on June 10, 2013 at 11:00 a.m.

A regular meeting of the Board of Directors (the Board) of The New York Racing

Association, Inc. (NYRA) was conducted on June 10, 2013 at 11:00 a.m. in the 37th Floor

Conference Room of the Office of the NYS Empire State Development Corporation, located inNew York, New York pursuant to notice duly given.

The following Directors or Special Advisors were present (either in person, viateleconference, or via videoconference):

Anthony J. BonomoRick Cotton

Michael J. DelGiudice

Michael Dubb

C. Steven DunckerRobert Flay

Stuart S. Janney, III

Earle MackRobert Megna

Barry Ostrager

David J. Skorton, ChairJoseph Spinelli

Stuart Subotnick

Vincent Tese

Charles V. Wait

Chester Broman, ex officio

John Hendrickson, Special Advisor for SaratogaMichael Kotlikoff, Special Advisor for Equine Health and Safety

Richard Violette, ex officio

The following Directors were not present:

Leonard RiggioJane Rosenthal


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Also present were Glen Kozak, Vice President of Facilities and Racing Surfaces; DavidORourke, Vice President of Corporate Development; Susanne Stover, Senior Vice President and

Chief Financial Officer; Kenneth V. Handal, Acting General Counsel, Chief Ethics, Compliance

Officer, and Corporate Secretary; Pasquale Viscusi, Assistant General Counsel; Sid Anthony,

Vice President of Security and Operations; Paul Campo, Vice President and Director of Racing;Eric Wing, Director of Communications and Media Relations; Ashley Herriman; Assistant

Director of Communications; Patrick Mahony, Senior Vice President of Pari-Mutuel Operations;Thomas Thill, Vice President & Chief Information Officer; Stephen Travers, Vice President of

Hospitality, Guest Services and Group Sales; Rodnell Workman, Vice President & Chief

Marketing Officer; Charles Kruzansky, Cornell University; Bennett Liebman, NYS ExecutiveChamber; John Keitt, RSR Partners; and NYRA Integrity Counsel Jonathan Sack and Judith

Mogul of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C.

Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handalconducted a roll call of the Directors and Special Advisors.

1. Approval of April 29, 2013 Regular Board Meeting Minutes.

The first item addressed concerned the minutes of the April 29, 2013 regular meeting of

the Board. A motion to approve the minutes was made by Mr. Subotnick and seconded by Mr.Spinelli. The resolution was carried without dissent and the minutes were ordered to be added to

the permanent records of the corporation. (There were no abstentions among the Directors who

were present). A copy of the resolution is attached hereto asExhibit 1.

2. Report of the NYRA Management Team.

Mr. Kozak, Mr. ORourke, and Ms. Stover discussed the start of the Belmont ParkRacetrack spring race meeting, including items relating to upcoming projects such as marketing

upgrades, facility upgrades, HD implementation, wagering menu, improving communication

with OTBs and other tracks, and the strategic consultant for long-term planning projects. Thediscussion continued with updates relating to VLT revenue, Resorts World issues, Longshots,

and the results of Belmont race meeting through June 2nd.

a. Belmont Stakes ReportMr. Kozak, Mr. ORourke and Ms. Stover reported on Belmont Stakes Day.

They thanked all of NYRAs employees for their efforts on that day. Discussed were facilityupgrades, such as the new directional signage. Also discussed were the new security measures,

the new marketing commercial, and the community, press and charity events.

The discussion turned to details of the updates related to the implementation of the

security recommendations provided by T&M Protection Resources, ADW updates, and the GBE

update. The discussion continued with discussion about the execution of a contract with GBEpending and subject to a review of material that will be delivered by Mr. Liebman to the Chairs

of the Finance and Audit & Compliance Committees in the next 48 hours. Once, the two


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Committee Chairs have had the opportunity to review the material, they will report back to Dr.

Skorton. If Mr. Subotnick and Mr. Spinelli agree that there was an abrogation of procedure,NYRA will not proceed with the execution of the contract and will proceed with a re-bid

process. If they find that there was not an abrogation of procedure, then Mr. Subotnick and Mr.

Spinelli will so inform Dr. Skorton and then convene a teleconference meeting with Mr.

Liebman, Mr. Megna, Mr. Subotnick, Mr. Spinelli, and Dr. Skorton. A proposed resolution toauthorize this process was discussed. A motion approving the resolution was made by Mr.

Subotnick and seconded by Mr. Dubb. Mr. Cotton and Mr. Megna voted against the resolution.Mr. Mack abstained. A copy of the resolution is attached hereto asExhibit 2.

The discussion continued with updates relating to: capital improvements at Belmont ParkRacetrack, Aqueduct Racetrack, and Saratoga Race Course; corporate matters; and the opening

of Saratoga Race Course (including the Saratoga 150 anniversary updates). On behalf of Ms.

Rosenthal, Chair of the Public Hearings and Communications Committee, Mr. Wait discussed

the naming of the Oklahoma viewing stand. The Committee proposed that the viewing stand benamed after the Whitney family. A proposed resolution in this regard was discussed. The

motion approving the resolution was made by Mr. Wait and seconded by Mr. Bonomo. Theresolution was carried without dissent. (There were no abstentions among the Directors whowere present). A copy of the resolution is attached hereto asExhibit 3.

3. Report of the Chair.

a. CEO Search UpdateDr. Skorton gave an update regarding the ongoing search for a new NYRA Chief

Executive Officer. The CEO Search Committee and RSR Partners are continuing to narrow the

field of candidates. They are close to recommending a candidate. Dr. Skorton also reported that

the Nominations and Governance Committee will be reporting about the CEO search in detail inexecutive session later in the meeting. If the Board approves, the announcement of a new NYRA

CEO is imminent.

4. Committee Reports.

a. Audit and Compliance CommitteeMr. Spinelli gave the report of the Audit & Compliance Committee. The Committee met

to discuss the 2013 first quarter results, the KPMG update & review, the Internal Audit risk

assessment, the pari-mutuel controls, a pension and OPEB overview, the purchasing reportfor the 1st quarter of 2013, the Officers Travel & Expense Report, legal issues, and the

Integrity Counsel update.

b. Finance CommitteeMr. Subotnick gave the report of the Finance Committee. The committee met to discuss

financial reporting (including the 2013 first quarter results), the GASB review statements, capital


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expenditures, risk management, and the NYRA proposed bar/restaurant strategy. Mr. Subotnick

gave a detailed report of the financial statements.

5. Financial Update.

Ms. Stover provided the financial update. Ms. Stover discussed the first quarter financialstatements in detail and advised the Board as to the highlights of the FASB to GASB changes.

6. Security Update.

A progress report of the implementation of security operations recommendationsprovided by T&M Protection Resources was provided to the Board. This progress report is an

update to the progress report that was presented in March of 2013.

7. Saratoga 150 Plaque.Dr. Skorton read a proposed resolution to approve the language, format, appearance, andplacement of the proposed Saratoga 150 plaque. The matter was discussed and a motion

approving the resolution was made by Mr. Bonomo and seconded by Mr. Subotnick. The

resolution was carried without dissent. (There were no abstentions among the Directors who

were present). A copy of the resolution is attached hereto asExhibit 4.

8. Media Event Update.Mr. Workman provided an update of the media events that took place during the last few

months, including coverage of the events supporting Belmont Stakes Day. Mr. Workman also

introduced Mr. Wing as NYRAs new Director of Communications and Media Relations.

9. Legal Update.Mr. Handal gave the legal report. Mr. Handal discussed updates relating to FOIL, the

NYS Breeding & Development Fund overpayment issue, the Hayward and Kehoe arbitrations,

and the Equine Safety Review Board.

10. Administrative Matters.a. Amended Certificate of IncorporationMr. Handal reported that, as per the advice of the NYS Secretary of State, it is not

necessary for NYRA to file its amended Certificate of Incorporation with the NYS Secretary of

State.

b. Approval of Remaining Racing Dates for 2013Mr. Handal read a proposed resolution to accept and adopt the remaining racing dates


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during calendar year 2013 for the Saratoga Race Course, Belmont Park Racetrack Fall, and

Aqueduct Racetrack Fall race meetings as proposed by NYRAs Vice President/ Director ofRacing. The matter was discussed and a motion approving the resolution was made by Mr.

Bonomo and seconded by Mr. Janney. The resolution was carried without dissent. (There were

no abstentions among the Directors who were present). A copy of the resolution is attached

hereto as Exhibit 5.

c. Ban on Political FundraisersMr. Handal read a proposed resolution to approve a prohibition on the collection of

political contributions and political fundraisers on any property within the operation of NYRA.The matter was discussed and a motion approving the resolution was made by Mr. Wait and

seconded by Mr. Spinelli. The resolution was carried without dissent. (There were no

abstentions among the Directors who were present). A copy of the resolution is attached hereto

as Exhibit 6.

11. Executive Session.

Dr. Skorton called for an executive session to consider matters involving the medical,

financial, credit or employment history of a particular person or corporation, or matters leading

to the appointment, employment, promotion, demotion, discipline, suspension, dismissal orremoval of a particular person or corporation and to seek legal advice from counsel. A motion to

conduct an executive session was made by Mr. Bonomo and seconded by Mr. Spinelli. The

motion was carried without dissent. (There were no abstentions among the Directors who were

present). A copy of the resolution is attached hereto as Exhibit 7. The Board conducted anexecutive session of approximately 30 minutes.

12. New Business.

No new business came before the Board.

Adjournment.

Dr. Skorton called for additional business. There being no further business to come

before the Board, the meeting was concluded at 1:25 p.m.

______________________________

Pasquale Viscusi, Esq.


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Board of Directors Meeting Minutes Exhibits June 10, 2013

1

Exhibit 1

APRIL 29, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of Mr. Subotnick, secondedby Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire,

consider, and understand, does hereby approve the minutes of the regular April 29, 2013Board meeting and the minutes are ordered to be added to the permanent records of the

corporation.

Exhibit 2

GBE RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of Mr. Subotnick, seconded

by Mr. Dubb, the NYRA Board of Directors, having had full opportunity to inquire,consider, and understand, does hereby approve proceeding with execution of the contractGBE or proceed with the re-bid process pending and subject to review of material that

will be delivered by Mr. Liebman to Chairs of the Finance and Audit & Compliance

Committees, Mr. Subotnick and Mr. Spinelli, in the next 48 hours.

Exhibit 3

VIEWING STAND RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of Mr. Wait, seconded byMr. Bonomo, the NYRA Board of Directors, having had full opportunity to inquire,

consider, and understand, does hereby approve the Oklahoma viewing stand be named

the Whitney viewing stand.

Exhibit 4

SARATOGA 150 PLAQUE RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of Mr. Bonomo, seconded by

Mr. Subotnick, the NYRA Board of Directors, having had full opportunity to inquire,

consider, and understand, does hereby approve the language, format, appearance, andplacement of the proposed Saratoga 150 plaque.


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Exhibit 5

2013 RACING DATES RESOLUTION


Mr. Janney, the NYRA Board of Directors, having had full opportunity to inquire,consider, and understand, does hereby accept and adopt the racing dates during calendar

year 2013 for the Saratoga Race Course, Belmont Park fall and Aqueduct Racetrack fallmeetings as proposed by NYRAs Vice President/Director of Racing.

Exhibit 6

BAN ON POLITICAL FUNDRAISERS RESOLUTION

IT IS HEREBY RESOLVED, that, upon motion by Mr. Wait, seconded by Mr.Spinelli, the NYRA Board of Directors, having had full opportunity to inquire, consider,

and understand, hereby approves a prohibition on the collection of political contributionsand political fundraisers on any property within the operation of NYRA.

Exhibit 7

EXECUTIVE SESSION RESOLUTION


Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire,consider, and understand, does hereby determine to enter into executive session to (1)

discuss the medical, financial, credit or employment history of a particular person or

corporation, or matters leading to the appointment, employment, promotion, demotion,discipline, suspension, dismissal or removal of a particular person or corporation and(2)

to seek legal advice from counsel).


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JUNE 10, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of _______________,

seconded by ________________, the NYRA Board of Directors, having had full

opportunity to inquire, consider, and understand, does hereby approve the minutes of theregular June 10, 2013 Board meeting and the minutes are ordered to be added to the

permanent records of the corporation.


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DRAFT UNAPPROVED MINUTES OF THE MEETING

of

THE BOARD OF DIRECTORS

of


Conducted on June 18, 2013 at 5:00 p.m.

A regular meeting of the Board of Directors (the Board) of The New York Racing

Association, Inc. (NYRA) was conducted on June 18, 2013 at 5:00 p.m. in the 37th Floor

Conference Room of the Office of the NYS Empire State Development Corporation, located in

New York, New York pursuant to notice duly given.

The following Directors or Special Advisors were present (either in person, via

teleconference, or via videoconference):

Anthony J. Bonomo

Rick CottonMichael J. DelGiudice

Michael Dubb

C. Steven DunckerRobert Flay

Stuart S. Janney, IIIRobert Megna

Barry Ostrager

Leonard Riggio

Jane RosenthalDavid J. Skorton, Chair

Joseph Spinelli

Stuart SubotnickCharles V. Wait

Chester Broman, ex officioJohn Hendrickson, Special Advisor for Saratoga

Michael Kotlikoff, Special Advisor for Equine Health and Safety


The following Directors were not present:

Earle MackVincent Tese


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Also present were Glen Kozak, Vice President of Facilities and Racing Surfaces; DavidORourke, Vice President of Corporate Development; Susanne Stover, Senior Vice President and

Chief Financial Officer; Kenneth V. Handal, Acting General Counsel, Chief Ethics, Compliance

Officer, and Corporate Secretary; Pasquale Viscusi, Assistant General Counsel; Sid Anthony,

Vice President of Security and Operations; Paul Campo, Vice President and Director of Racing;Kimberleigh Hannan, Vice President of Internal Audit and Chief Audit Officer; Ashley

Herriman, Assistant Director of Communications; Patrick Mahony, Senior Vice President of

Pari-Mutuel Operations; Stephen Travers, Vice President Hospitality, Guest Services, and GroupSales; John Keitt, RSR Partners; and NYRA Integrity Counsel Jonathan Sack of Morvillo,

Abramowitz, Grand, Iason, Anello & Bohrer P.C.

Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handal

conducted a roll call of the Directors and Special Advisors.

1. NYRA CEO.

Dr. Skorton introduced John Keitt of RSR Partners. Mr. Keitt discussed the CEO search

process. Thereafter, Mr. Keitt announced that the CEO Search Committee was recommendingChris Kay as the new President and CEO of NYRA. Dr. Skorton stated that RSR Partners did a

good job in providing to NYRA a wide array of excellent candidates. Dr. Skorton discussed a

proposed resolution to elect Mr. Kay as the next President and CEO of NYRA. The motionapproving the resolution was made by Mr. Bonomo and seconded by Mr. DelGiudice. The

resolution was carried without dissent. (There were no abstentions among the Directors who

were present). A copy of the resolution is attached hereto as Exhibit 1. Dr. Skorton formallyintroduced Mr. Kay as NYRAs new President and CEO.

2. Other Business.

Mr. Subotnick and Mr. Spinelli discussed their review of the June 7 memorandum

received from Robert Williams, Chairman of the State of New York Franchise Oversight Board,regarding its GBE-related concerns. After their review of the memorandum, Mr. Subotnick and

Mr. Spinelli concluded that, for the most part, NYRA followed its procurement procedures in the

ADW competitive bid. However, there was one item that did not meet the procedures.Therefore, they requested that NYRA management re-bid the ADW business contract within 90

days.

Adjournment.

Dr. Skorton called for additional business. There being no further business to comebefore the Board, the meeting was concluded at 5:40 p.m.

______________________________Pasquale Viscusi, Esq.


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Exhibit 1

PRESIDENT AND CEO RESOLUTION

IT IS HEREBY RESOLVED, that, upon motion of Mr. Bonomo, seconded by

Mr. DelGiudice, the NYRA Board of Directors, having had full opportunity to inquire,consider and understand does hereby elect Chris Kay, to serve as President and CEO of

NYRA.


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JUNE 18, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of _______________,

seconded by ________________, the NYRA Board of Directors, having had full

opportunity to inquire, consider, and understand, does hereby approve the minutes of the

regular June 18, 2013 Board meeting and the minutes are ordered to be added to thepermanent records of the corporation.


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CURRENT YEAR PRIOR YEAR

ACTUAL BUDGET VARIANCE VAR % June - 2012 PR YR VAR PR YR VAR %

REVENUEOn-Track take out $27,469,249 $30,392,987 ($2,923,738) -9.6% $28,547,934 ($1,078,685) -3.8%On-Track breakage 322,190 392,816 (70,626) -18.0% 407,294 (85,104) -20.9%New York OTB 6,930,452 6,888,450 42,002 0.6% 7,156,544 (226,092) -3.2%Intrastate simulcasting 1,093,947 1,039,633 54,314 5.2% 1,139,900 (45,953) -4.0%Interstate simulcasting 27,055,316 24,830,372 2,224,944 9.0% 24,597,931 2,457,385 10.0%

International simulcasting 493,598 520,316 (26,718) -5.1% 446,913 46,685 10.4%NYRA Rewards Rebate (738,557) (1,032,238) 293,681 -28.5% (964,480) 225,923 -23.4%On track racing related revenue 3,003,600 2,842,667 160,933 5.7% 3,542,616 (539,016) -15.2%Other revenue 4,332,941 4,609,810 (276,869) -6.0% 4,264,072 68,869 1.6%VLT Revenue 28,088,844 23,674,700 4,414,144 18.6% 22,825,484 5,263,360 23.1%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

GROSS REVENUE 98,051,580 94,159,513 3,892,067 4.1% 91,964,208 6,087,372 6.6%

STATUTORY PAYMENTSStakes & Purses 27,379,484 27,447,662 (68,178) -0.2% 26,332,380 1,047,104 4.0%Stakes & Purses-VLT 13,970,227 11,837,350 2,132,877 18.0% 10,990,028 2,980,199 27.1%Pari Mutuel Tax 2,188,549 2,395,754 (207,205) -8.6% 2,608,354 (419,805) -16.1%Simulcasting Tax 135,998 128,334 7,664 6.0% 0 135,998 100.0%Breeding Fund 918,609 1,009,271 (90,662) -9.0% 979,022 (60,413) -6.2%NYS R&W Board 798,217 872,719 (74,502) -8.5% 819,076 (20,859) -2.5%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

TOTAL STATUTORY PAYMENTS 45,391,084 43,691,090 1,699,994 3.9% 41,728,860 3,662,224 8.8%----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

NET REVENUE 52,660,496 50,468,423 2,192,073 4.3% 50,235,348 2,425,148 4.8%========== ========== ========== ====== ========== ========== ============

EXPENSESSalaries & Wages 17,013,721 15,805,786 1,207,935 7.6% 14,786,437 2,227,284 15.1%Payroll Taxes 1,355,294 1,218,596 136,698 11.2% 1,152,437 202,857 17.6%Benefits 4,505,340 4,734,802 (229,462) -4.8% 4,347,042 158,298 3.6%Travel & Entertainment 103,749 86,197 17,552 20.4% 51,753 51,996 100.5%Operating Supplies 879,088 715,630 163,458 22.8% 668,251 210,837 31.6%Utilities 1,755,851 1,714,110 41,741 2.4% 1,552,139 203,712 13.1%Dues & Subscriptions 199,571 205,790 (6,219) -3.0% 250,513 (50,942) -20.3%Temporary Help 463,082 422,558 40,524 9.6% 552,392 (89,310) -16.2%Outside Services 1,588,001 1,422,659 165,342 11.6% 1,622,014 (34,013) -2.1%

Cable Contract/Video Streaming 721,335 708,731 12,604 1.8% 720,417 918 0.1%Telephone & Communications 1,608,628 1,700,868 (92,240) -5.4% 1,705,828 (97,200) -5.7%Professional Fees:

Legal 921,600 345,000 576,600 167.1% 2,065,955 (1,144,355) -55.4%Consulting 681,104 662,265 18,839 2.8% 1,310,150 (629,046) -48.0%

TOTE Expense 622,610 645,813 (23,203) -3.6% 606,124 16,486 2.7%Rentals & Leases 699,488 614,644 84,844 13.8% 651,053 48,435 7.4%Repairs & Maintenance 1,700,556 1,670,107 30,449 1.8% 1,641,019 59,537 3.6%Insurance 2,149,759 1,747,315 402,444 23.0% 1,640,812 508,947 31.0%Marketing & Advertising 1,853,668 2,420,292 (566,624) -23.4% 1 ,724,618 129,050 7.5%Customer Relations 205,760 224,383 (18,623) -8.3% 163,490 42,270 25.9%Charitable Contributions 351,547 409,560 (58,013) -14.2% 373,488 (21,941) -5.9%Bad Debt Expense 218,618 0 218,618 100.0% 991,597 (772,979) -78.0%Other Expenses 673,795 700,835 (27,040) -3.9% 874,804 (201,009) -23.0%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

TOTAL OPERATING EXPENSES 40,272,165 38,175,941 2,096,224 5.5% 39,452,333 819,832 2.1%----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

OPERATING INCOME 12,388,331 12,292,482 95,849 0.8% 10,783,015 1,605,316 14.9%========== ========== ========== ====== ========== ========== ============

NON-OPERATING EXPENSESRetiree Benefits 2,112,650 2,231,341 (118,691) -5.3% 2,671,999 (559,349) -20.9%Pension 1,007,750 2,074,638 (1,066,888) -51.4% 1,823,001 (815,251) -44.7%Interest Expense 75,990 61,725 14,265 23.1% 127,464 (51,474) -40.4%Depreciation 802,715 857,261 (54,546) -6.4% 487,462 315,253 64.7%Income Tax Expense 824,711 0 824,711 100.0% 0 824,711 100.0%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

TOTAL NON-OPERATING EXPENSE 4,823,816 5,224,965 (401,149) -7.7% 5,109,926 (286,110) -5.6%----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

NET INCOME/(LOSS) 7,564,515 7,067,517 496,998 7.0% 5,673,089 1,891,426 33.3%========== ========== ========== ====== ========== ========== ============


P&L - Summary of All UnitsFor the Three Months Ending June 30, 2013

(Unaudited)


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Summary of Financial Conditionand Unaudited Results of Operation

Second Quarter Ended June 30, 2013Compared to Second Quarter Ended June 30, 2012 and Budget


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Unaudited and Unreviewed

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2013 Second Quarter ResultsCompared to 2012 Second Quarter Results and Budget

EXECUTIVE SUMMARY

Proforma, Unaudited, Non-GAAP Income Statement

(in thousands)

2013 2012 $ % Budget $ %

HANDLE & ATTENDANCE

Race Days 62 59 3 5.1% 60 2 3.2%

Attendance (Live Track) 301,930 342,018 (40,088) (11.7%) 346,273 (44,343) (14.7%)

Total Handle (in thousands) $671,401 $646,163 $25,238 3.9% $655,677 $15,725 2.3%

RACING RELATED REVENUE

On-track $27,791 $28,955 ($1,164) (4.0%) $30,786 ($2,994) (9.7%)

Export revenue 28,643 26,185 2,458 9.4% 26,390 2,253 8.5%

New York OTB 6,930 7,157 (226) (3.2%) 6,888 42 0.6%

Sub-total gross pari-mutuel revenue $63,365 $62,297 $1,068 1.7% $64,065 ($700) (1.1%)

less: Statutory and Other

Rewards Rebate $739 $964 ($226) (23.4%) $1,032 ($294) (28.5%)

Stakes & Purses 27,379 26,332 1,047 4.0% 27,448 (68) (0.2%)

Other statutory payments 4,041 4,406 (365) (8.3%) 4,406 (365) (8.3%)

Sub-total Statutory and Other $32,159 $31,703 $456 1.4% $32,886 ($727) (2.2%)

Net wagering revenue $31,205 $30,593 $612 2.0% $31,179 $27 0.1%

Other revenue, net $4,333 $4,264 $69 1.6% $4,610 ($277) (6.0%)

On-track racing related revenue, net 3,004 3,543 (539) (15.2%) 2,843 161 5.7%

Net Revenue From Racing Operations $38,542 $38,400 $142 0.4% $38,631 ($89) (0.2%)

Labor Expense $22,874 $20,286 $2,588 12.8% $21,759 $1,115 5.1%

Operating Supplies 879 668 211 31.6% 716 163 22.8%

Utilities 1,756 1,552 204 13.1% 1,714 42 2.4%

Temporary Help and Outside Services 2,051 2,174 (123) (5.7%) 1,845 206 11.2%Cable Contract/Video Streaming 721 720 1 0.1% 709 13 1.8%

Telephone & Communications 1,609 1,706 (97) (5.7%) 1,701 (92) (5.4%)

Professional Fees:

Legal Fees 922 2,066 (1,144) (55.4%) 345 577 167.1%

Consulting 681 1,310 (629) (48.0%) 662 19 2.8%

TOTE Expense 623 606 16 2.7% 646 (23) (3.6%)

Rentals & Leases 699 651 48 7.4% 615 85 13.8%

Repairs & Maintenance 1,701 1,641 60 3.6% 1,670 30 1.8%

Insurance 2,150 1,641 509 31.0% 1,747 402 23.0%

Marketing & Advertising 1,854 1,725 129 7.5% 2,420 (567) (23.4%)

Other Expenses 1,753 2,706 (953) (35.2%) 1,627 126 7.8%

Total Operating Expenses $40,272 $39,452 $820 2.1% $38,176 $2,096 5.5%

Operating Income/(Loss) ($1,730) ($1,052) ($678) 64.4% $455 ($2,185) (480.2%)

Plus: Net VLT Revenue $14,119 $11,835 $2,283 19.3% $11,837 $2,281 19.3%

Less: Non-Operating Expenses 4,824 5,110 (286) (5.6%) 5,225 (401) (7.7%)

Net Income/(Loss) $7,565 $5,673 $1,891 33.3% $7,068 $497 7.0%

OPERATING EXPENSES

For Three Months

Ending June 30th Change Change


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Handle and Attendance ResultsResults from the last fifteen days of the Aqueduct Winter meet and the first forty-sevendays of the Belmont Spring meet were favorable with an increase in total handleattributable to three additional race days. Estimated on-track attendance at the trackconducting live racing was 301,930, a decrease of 40,088 or 12% compared to lastyear. The decrease is primarily attributable to reduced attendance on Belmont Stakes

Day which was impacted with comparison to last years Triple Crown potential.

During the quarter, NYRA generated $671.4 million in total handle compared to$646.2 million for the same period last year, an increase of $25.2 million or 4%.NYRA on-track handle of $159.6 million decreased $4.2 million or 3% compared tothe same period last year. Export handle of $511.8 million increased $29.4 or 6%compared to the same period last year. Total handle exceeded expectations by $15.7million or 2% with higher than expected export handle partially offset by lower thanexpected on-track handle.

During the quarter the average field size was 7.66 compared to 8.12 for the same

period last year, primarily due to the December 2012 medicine rule change. Althoughthere was a decrease in field size, average handle per betting interest increased $4,158or 3% to $129,068 compared to last year.

Belmont Stakes DayHandle for this years Belmont Stakes Day was the second highest handle for a non-Triple Crown day behind only last years record non-Triple Crown handle, which wasboosted by the potential of having the first triple crown winner since 1978 until IllHave Another was scratched the day before the race. Estimated on-track attendance atBelmont on Belmont Stakes Day was 47,562, a decrease of 38,249 or 45% compared tolast year. Total all source handle generated for Belmont Stakes Day was $91.9 million,

a decrease of $8.0 million or 8% compared to last year. Total handle for BelmontStakes Day exceeded expectations by $8.0 million or 10% with higher than expectedexport wagering offset by lower than expected on-track wagering.

Net Revenue From Racing OperationsNYRA earned net revenue from racing operations totaling $38.5 million, an increase of$142,000 or 0.4% compared to last year. The increase in net revenue from racingoperations is primarily due to three additional race days compared to last year. In 2012,the Palm Sunday and Easter Sunday holidays fell in the second quarter compared to thefirst quarter this year. Additionally there was one weather related cancellation in June2012. Significant increases in export revenue offset decreases in on-track wagering

and racing related revenue.

Operating ExpensesOperating expenses of $40.3 million increased $820,000 or 2% from prior yearprimarily due to increases in labor expense (retroactive pay, staffing increases, andNYRA President transition), workers compensation insurance, operating supplies,utilities and marketing & advertising expenses, partially offset by decreases in legal &consulting fees, other expenses and outside service expense. The increase in expenseswas $2.1 million or 6% higher than budget primarily due to costs associated with


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3

higher than expected legal fees associated with integrity counsel, workerscompensation costs and labor expense primarily due to a retroactive pay accrual forcleaners and frontside security based on current collective bargaining negotiations andcosts associated with the NYRA President transition.

Operating Income/(Loss) From Racing OperationsDuring the second quarter of 2013, NYRA had an operating loss from racingoperations totaling $1.7 million, a decrease of $678,000 or 64% compared to last yearand $2.2 million or 480% below budget. The variances compared to last year andbudget are primarily due to increased expenses as noted above.

VLT RevenueDuring the second quarter of 2013, NYRA earned approximately $28.1 million in VLTrevenue of which $14.0 million was available for stakes and purses, $8.1 million wasavailable for capital expenditures and $6.0 million was available for NYRA operations.Gross VLT revenue increased $5.3 million over last year primarily due to a 0.50%increase in purse funding effective October 28, 2012 as well as a $71 or 19% increase

in win per machine (WPM) results at Resorts World. WPM for the three months endedJune 30, 2013 averaged $443 compared to an average of $372 during the same periodlast year. VLT revenue was budgeted in line with 2012 results.

Non-Operating ExpensesNon-operating expenses totaling $4.8 million, which consist of retiree benefits, pensionand depreciation, decreased $286,000 or 6% compared to last year and were belowbudget by $401,000 or 8%. The decrease in non-operating expenses is primarilyattributable to the conversion from FASB to GASB reporting standards which impactsthe way in which pension and retiree benefits are recorded partially offset by anincrease in depreciation expense (due to an increased investment in depreciable assets)

and income tax expense.

Net Income/(Loss)During the second quarter of 2013, NYRA had net income of $7.6 million, an increaseof $1.9 million or 33% compared to last year and was $497,000 or 7% highercompared to budget. The favorable variances to last year and budget are due toincreased VLT revenue and decreased non-operating expenses partially offset byincreased operating expenses as noted above.

Capital ProjectsDuring the second quarter of 2013 NYRA spent approximately $5.2 million on capital

improvements including approximately $470,000 on 2012 related capital projects.Major expenditures included barn area upgrades and patron area improvements at allthree race tracks, the purchase of high definition cameras and other televisionproduction equipment for the new TV trailer and the installation of the Trackus digitalsports information system at Belmont.


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$25 Million Genting LLC Loan FacilityDuring the second quarter of 2013, NYRA paid $3.5 million towards the loan, of which$3.4 million was applied towards principal and $62,000 was applied towards interest.As of June 30, 2013, NYRA had a total outstanding loan balance of $10.4 million dueGenting LLC. Based on current VLT revenue projections, the loan is expected to berepaid in full by April 2014.

Industry UpdateBased on information provided by Equibase, for the second quarter of 2013, wageringon U.S. races increased 1% compared to a 4% increase in wagering on NYRA racesresulting from three additional race days. NYRA contributed 4% of total industry racedays, offered 13% of purses and generated 20% of thoroughbred handle across theUnited States. Every dollar invested in purses at NYRA during the quarter yielded$15.63 in handle compared to $10.16 industry-wide.


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EXHIBIT 1

HANDLE STATISTICSSECOND QUARTER 2013 COMPARED TO SECOND QUARTER 2012 AND

BUDGET

2013 2012 $ % BUDGET $ %

RACING DAYS 62 59 3 5.1% 60 2 3.3%

ATTENDANCE - Live Race Days, Live Track 301,930 342,018 -40,088 -11.7% 346,273 -44,343 -12.8%

ATTENDANCE - Live Race Days, Non-Live Track 114,555 107,204 7,351 6.9% 109,439 5,116 4.7%

DAILY AVERAGE ATTENDANCE at Live Track 4,870 5,797 -927 -16.0% 5,771 -901 -15.6%

PER-CAPITA BET ON LIVE DAYS AT LIVE TRACK $241 $239 $2 0.8% $239 $2 0.8%

ON-TRACK HANDLE COMPONENTS

ADW (PHONE, INTERNET & ON-TRACK) $65,664,544 $66,660,725 -$996,180 -1 .5% $72,978,191 -$7,313,647 -10.0%

BELMONT 51,238,522 54,801,492 -3,562,970 -6.5% 56,143,835 -4,905,313 -8.7%

AQUEDUCT 42,740,417 42,355,039 385,377 0.9% 45,422,016 -2,681,599 -5.9%

TOTAL NYRA ON-TRACK HANDLE $159,643,483 $163,817,256 -$4 ,173,773 -2 .5% $174,544,042 -$14,900,559 -8 .5%

DAILY AVERAGE ON-TRACK HANDLE $2,574,895 $2,776,564 -$201,669 -7.3% $2,909,067 -$334,172 -11.5%

OFF-TRACK HANDLE (EXPORT)

NYOTB DOWNSTATE $35,485,450 $36,228,162 -$742,712 -2.1% $33,746,303 $1,739,147 5.2%

NYOTB UPSTATE 17,684,145 17,953,701 -269,556 -1.5% 17,245,531 438,614 2.5%

NY INTER-TRACK WAGERING 12,220,020 12,605,423 -385,402 -3.1% 11,584,073 635,947 5.5%

OUT-OF-STATE 440,361,883 412,487,879 27,874,004 6.8% 412,339,436 28,022,447 6.8%

INTERNATIONALSEPARATE POOL 6,006,233 3,070,300 2,935,934 95.6% 6,217,127 -210,894 -3.4%

TOTAL OFF-TRACK (EXP ORT) $511,757,731 $482,345,464 $29,412,268 6.1% $481,132,470 $30,625,261 6.4%

DAILY AVERAGE OFF-TRACK HANDLE $8,254,157 $8,175,347 $78,810 1.0% $8,018,874 $235,282 2.9%

TOTAL HANDLE $671,401,214 $646,162,720 $25,238,495 3.9% $655,676,511 $15,724,703 2.4%

DAILY AVERAGE TOTAL HANDLE $10,829,052 $10,951,911 -$122,859 -1.1% $10,927,942 -$98,890 -0.9%

For the Three Months



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EXHIBIT 2

BELMONT STAKES DAY2013 COMPARED TO 2012 AND BUDGET

2013 2012 $ % BUDGET $ %

ATTENDANCE AT BELMONT 47,562 85,811 -38,249 -44.6% 60,000 -12,438 -20.7%

PER-CAPITA BET ON LIVE DAYS AT BELMONT $176 $135 $41 30.3% $183 ($7) -3.6%

ATTENDANCE AT AQUEDUCT 5,000 5,430 -430 -7.9% 5,000 0 0.0%


ACCOUNT WAGERING: PHONE $675,619 $824,340 -$148,721 -18.0% $785,335 -$109,716 -14.0%

INTERNET 1,397,533 996,830 400,704 40.2% 966,030 431,503 44.7%

BELMONT 723,261 969,495 -246,234 -25.4% 918,632 -195,371 -21.3%

AQUEDUCT 175,415 142,211 33,205 23.3% 141,462 33,953 24.0%

ADW (PHONE, INTERNET & ON-TRACK) $2,971,829 $2,932,875 $38,954 1.3% $2,811,459 $160,370 5.7%

BELMONT 7,665,505 10,649,186 -2,983,681 -28.0% 10,074,426 -2,408,921 -23.9%

AQUEDUCT 1,582,308 1,610,313 -28,006 -1.7% 1,582,980 -673 0.0%

TOTAL NYRA ON-TRACK HANDLE $12,219,642 $15,192,375 -$2,972,733 -19.6% $14,468,866 -$2,249,224 -15.5%


NYOTB DOWNSTATE $4,464,892 $4,831,233 -$366,341 -7.6% $3,961,611 $503,281 12.7%NYOTB UPSTATE 2,384,869 2,606,993 -222,124 -8.5% 2,109,253 275,616 13.1%

NY INTER-TRACK WAGERING 1,468,034 1,601,921 -133,887 -8.4% 1,309,931 158,103 12.1%

OUT-OF-STATE 70,321,767 74,357,895 -4,036,128 -5.4% 60,973,474 9,348,293 15.3%

INTERNATIONALSEPARATE POOL 1,000,000 1,300,000 -300,000 -23.1% 1,000,000 0 0.0%

TOTAL OFF-TRACK (EXPORT) $79,639,562 $84,698,042 -$5,058,481 -6.0% $69,354,270 $10,285,292 14.8%

TOTAL HANDLE $91,859,204 $99,890,417 -$8,031,214 -8.0% $83,823,135 $8,036,068 9.6%

Change Change


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31/75

CURRENT YEAR PRIOR YEAR

ACTUAL BUDGET VARIANCE VAR % June - 2012 PR YR VAR PR YR VAR %

REVENUEOn-Track take out $48,284,231 $52,615,843 ($4,331,612) -8.2% $51,665,574 ($3,381,343) -6.5%On-Track breakage 651,176 801,176 (150,000) -18.7% 794,349 (143,173) -18.0%New York OTB 13,429,654 13,348,984 80,670 0.6% 14,452,202 (1,022,548) -7.1%Intrastate simulcasting 1,874,914 1,847,845 27,069 1.5% 2,147,807 (272,893) -12.7%Interstate simulcasting 41,350,386 40,712,364 638,022 1.6% 42,222,892 (872,506) -2.1%

International simulcasting 887,929 962,038 (74,109) -7.7% 881,092 6,837 0.8%NYRA Rewards Rebate (1,246,446) (1,672,343) 425,897 -25.5% (1,602,317) 355,871 -22.2%On track racing related revenue 3,187,758 3,290,504 (102,746) -3.1% 3,934,505 (746,747) -19.0%Other revenue 5,362,433 5,630,007 (267,574) -4.8% 5,512,825 (150,392) -2.7%VLT Revenue 54,328,383 46,288,200 8,040,183 17.4% 44,889,959 9,438,424 21.0%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

GROSS REVENUE 168,110,418 163,824,618 4,285,800 2.6% 164,898,888 3,211,530 1.9%

STATUTORY PAYMENTSStakes & Purses 45,621,199 47,001,459 (1,380,260) -2.9% 48,129,129 (2,507,930) -5.2%Stakes & Purses-VLT 27,089,997 2 3,144,100 3,945,897 17.0% 2 1,613,664 5,476,333 25.3%Pari Mutuel Tax 3,720,865 4,053,519 (332,654) -8.2% 4,317,787 (596,922) -13.8%Simulcasting Tax 190,435 180,622 9,813 5.4% 0 190,435 0.0%Breeding Fund 1,577,774 1,719,874 (142,100) -8.3% 1,939,501 (361,727) -18.7%NYS R&W Board 1,421,016 1,530,967 (109,951) -7.2% 1,497,105 (76,089) -5.1%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL STATUTORY PAYMENTS 79,621,286 77,630,541 1,990,745 2.6% 77,497,186 2,124,100 2.7%------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

NET REVENUE 88,489,132 86,194,077 2,295,055 2.7% 87,401,702 1,087,430 1.2%=========== =========== ========== ====== =========== ========== ============

EXPENSESSalaries & Wages 29,974,672 28,751,833 1,222,839 4.3% 26,548,193 3,426,479 12.9%Payroll Taxes 2,416,778 2,253,771 163,007 7.2% 2,122,273 294,505 13.9%Benefits 8,374,193 9,035,596 (661,403) -7.3% 8,109,433 264,760 3.3%Travel & Entertainment 157,939 144,043 13,896 9.6% 85,699 72,240 84.3%Operating Supplies 1,347,202 1,307,308 39,894 3.1% 1,137,800 209,402 18.4%Utilities 3,726,824 3,690,359 36,465 1.0% 3,437,020 289,804 8.4%Dues & Subscriptions 395,745 414,891 (19,146) -4.6% 467,273 (71,528) -15.3%Temporary Help 497,618 498,310 (692) -0.1% 619,788 (122,170) -19.7%Outside Services 2,698,503 2,411,401 287,102 11.9% 2,952,026 (253,523) -8.6%

Cable Contract/Video Streaming 1,432,586 1,419,983 12,603 0.9% 1,357,917 74,669 5.5%Telephone & Communications 3,093,181 3,306,909 (213,728) -6.5% 3,354,131 (260,950) -7.8%Professional Fees:

Legal 1,446,284 690,000 756,284 109.6% 2,761,106 (1,314,822) -47.6%Consulting 1,910,883 1,306,091 604,792 46.3% 2,270,013 (359,130) -15.8%

TOTE Expense 1,108,394 1,132,915 (24,521) -2.2% 1,137,235 (28,841) -2.5%Rentals & Leases 1,167,857 1,090,055 77,802 7.1% 1,095,020 72,837 6.7%Repairs & Maintenance 2,954,728 2,954,088 640 0.0% 2,768,600 186,128 6.7%Insurance 3,983,245 3,486,299 496,946 14.3% 3,260,670 722,575 22.2%Marketing & Advertising 2,504,704 3,252,401 (747,697) -23.0% 2,120,462 384,242 18.1%Customer Relations 274,360 312,602 (38,242) -12.2% 178,144 96,216 54.0%Charitable Contributions 681,832 757,491 (75,659) -10.0% 686,772 (4,940) -0.7%Bad Debt Expense 218,618 0 218,618 0.0% 1,315,407 (1,096,789) -83.4%Other Expenses 1,206,255 1,268,332 (62,077) -4.9% 1,419,439 (213,184) -15.0%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL OPERATING EXPENSES 71,572,401 69,484,678 2,087,723 3.0% 69,204,421 2,367,980 3.4%------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

OPERATING INCOME 16,916,731 16,709,399 207,332 1.2% 18,197,281 (1,280,550) -7.0%=========== =========== ========== ====== =========== ========== ============

NON-OPERATING EXPENSESRetiree Benefits 4,225,300 4,462,682 (237,382) -5.3% 5,343,996 (1,118,696) -20.9%Pension 2,015,500 4,149,276 (2,133,776) -51.4% 3,646,002 (1,630,502) -44.7%Interest Expense 152,992 137,331 15,661 11.4% 269,242 (116,250) -43.2%Depreciation 1,450,921 1,586,315 (135,394) -8.5% 912,530 538,391 59.0%Income Tax Expense 911,897 0 911,897 0.0% 0 911,897 0.0%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL NON-OPERATING EXPENSE 8,756,610 10,335,604 (1,578,994) -15.3% 10,171,770 (1,415,160) -13.9%------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

NET INCOME/(LOSS) 8,160,121 6,373,795 1,786,326 28.0% 8,025,511 134,610 1.7%=========== =========== ========== ====== =========== ========== ============


P&L - Summary of All UnitsFor the Six Months Ending June 30, 2013

(Unaudited)


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06/30/13 12/31/2012 Variance

ASSETS

CURRENT ASSETSCash - vault $6,999,171 $4,407,025 $2,592,146Cash and cash equivalents 14,604,313 15,170,043 (565,730)Restricted cash:

Restricted cash - Horsemen 19,051,785 17,134,959 1,916,826Restricted cash - Account Wagering 3,388,288 2,959,471 428,817Restricted cash - NY Stallion 1,079,116 897,393 181,723

Restricted Cash - VLT Capital Account 7,787,047 4,837,223 2,949,824Restricted Cash - Centerplate Deposit 3,093,371 0 3,093,371Restricted Cash - Purse Support 134,953 285 134,668Restricted - Other 2,220,000 1,690,000 530,000

Accounts receivable 31,382,318 20,279,367 11,102,951Less reserve for bad debts (3,965,004) (4,205,252) 240,248

Prepaid and Other Assets 8,442,022 4,514,690 3,927,332------------------- ------------------- -----------------

Total current assets 94,217,380 67,685,204 26,532,176------------------- ------------------- -----------------

IXED ASSETSLeasehold & Building Structure Improvements 22,832,880 21,916,683 916,197Furniture, Fixtures, & Equipment 19,485,016 13,264,299 6,220,717Vehicles 3,599,979 3,312,670 287,309Computer Equipment 263,057 159,086 103,971Software 815,148 311,193 503,955Construction-in-progress 8,689,675 9,373,143 (683,468)

------------------- ------------------- -----------------55,685,755 48,337,074 7,348,681

Less accumulated depreciation (13,778,556) (12,333,626) (1,444,930)------------------- ------------------- -----------------

Total fixed assets - net 41,907,199 36,003,448 5,903,751------------------- ------------------- -----------------

OTHER ASSETS 976,020 1,234,495 (258,475)Deferred outflows of resources 13,681,000 13,681,000 0

------------------- ------------------- -----------------

TOTAL ASSETS 150,781,599 118,604,147 32,177,452=========== =========== ==========

LIABILITIES AND EQUITY

CURRENT LIABILITIESHorsemen's liability 19,051,785 17,134,959 1,916,826NYRA Rewards liability 3,388,288 2,959,471 428,817Stallion Series deferred income 1,079,116 897,393 181,723Stakes and purses 17,444,723 4,034,453 13,410,270

Accounts payable 695,944 4,003,722 (3,307,778)Accrued expenses 26,547,226 15,906,319 10,640,907Accrued environmental liabilities 596,911 2,252,146 (1,655,235)Centerplate Deposit 3,093,371 0 3,093,371Accrued pension costs, current portion 1,464,991 2,180,000 (715,009)Accued postretirement obligations, current portion 1,759,931 0 1,759,931Capital leases and installment notes, current portion 100,298 100,640 (342)Outstanding pari-mutuel tickets 895,500 1,893,944 (998,444)Outstanding CashCards and vouchers 739,279 988,614 (249,335)Statutory payables 937,563 1,066,977 (129,414)Deferred income 6,829,920 458,754 6,371,166Loan payable - current portion 10,406,417 11,260,000 (853,583)

------------------- ------------------- -----------------Total current liabilities 95,031,263 65,137,392 29,893,871

------------------- ------------------- -----------------

ONG TERM LIABILITIESAccrued pension costs, net of current portion 29,714,636 29,714,636 0Accrued postretirement obligations, net of current portion 26,075,925 26,075,925 0Loan payable 0 5,816,791 (5,816,791)

Capital leases and installment notes, net of current portion 126,890 190,641 (63,751)Deferred inflows of resources 6,343,000 6,343,000 0Other 2,233,667 2,233,667 0

------------------- ------------------- -----------------Total long term liabilities 64,494,118 70,374,660 (5,880,542)

------------------- ------------------- -----------------

------------------- ------------------- -----------------otal liabilities 159,525,381 135,512,052 24,013,329

------------------- ------------------- -----------------

EQUITYRetained earnings (16,903,904) (48,026,360) 31,122,456Current profit/(loss) 8,160,124 31,118,455 (22,958,331)

------------------- ------------------- -----------------Total equity (8,743,780) (16,907,905) 8,164,125

------------------- ------------------- -----------------

TOTAL LIABILITIES AND EQUITY 150,781,601 118,604,147 32,177,454=========== =========== ==========

THE NEW YORK RACING ASSOCIATION, INC.Balance Sheet

For the Month Ending June 30, 2013


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Summary of Financial Conditionand Unaudited Results of Operation

Year to Date Ended June 30, 2013Compared to Year to Date Ended June 30, 2012 and Budget


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Year to Date Ended June 2013 ResultsCompared to Year to Date Ended June 2012 Results and Budget

EXECUTIVE SUMMARY

Proforma, Unaudited, Non-GAAP Income Statement

(in thousands)

2013 2012 $ % Budget $ %

HANDLE & ATTENDANCE

Race Days 113 123 (10) (8.1%) 117 (4) (3.5%)

Attendance (Live Track) 492,006 596,835 (104,829) (17.6%) 573,557 (81,551) (16.6%)

Total Handle (in thousands) $1,075,896 $1,134,087 ($58,191) (5.1%) $1,103,230 ($27,334) (2.5%)

RACING RELATED REVENUE

On-track $48,935 $52,460 ($3,525) (6.7%) $53,417 ($4,482) (8.4%)

Export revenue 44,113 45,252 (1,139) (2.5%) 43,522 591 1.4%

New York OTB 13,430 14,452 (1,023) (7.1%) 13,349 81 0.6%

Sub-total gross pari -mutuel revenue $106,478 $112,164 ($5,686) (5.1%) $110,288 ($3,810) (3.5%)

less: Statutory and Other

Rewards Rebate $1,246 $1,602 ($356) (22.2%) $1,672 ($426) (25.5%)

Stakes & Purses 45,621 48,129 (2,508) (5.2%) 47,001 (1,380) (2.9%)

Other statutory payments 6,910 7,754 (844) (10.9%) 7,485 (575) (7.7%)

Sub-total Sta tutory a nd Other $53,778 $57,486 ($3,708) (6.5%) $56,159 ($2,381) (4.2%)

Net wagering revenue $52,701 $54,678 ($1,978) (3.6%) $54,129 ($1,429) (2.6%)

Other revenue, net $5,362 $5,513 ($150) (2.7%) $5,630 ($268) (4.8%)

On-track racing related revenue, net 3,188 3,935 (747) (19.0%) 3,291 (103) (3.1%)

Net Revenue From Racing Operations $61,251 $64,125 ($2,875) (4.5%) $63,050 ($1,799) (2.9%)

Labor Expense $40,766 $36,780 $3,986 10.8% $40,041 $724 1.8%

Operating Supplies 1,347 1,138 209 18.4% 1,307 40 3.1%

Utilities 3,727 3,437 290 8.4% 3,690 36 1.0%

Temporary Help and Outside Services 3,196 3,572 (376) (10.5%) 2,910 286 9.8%

Cable Contract/Video Streaming 1,433 1,358 75 5.5% 1,420 13 0.9%

Telephone & Communications 3,093 3,354 (261) (7.8%) 3,307 (214) (6.5%)

Professional Fees:

Legal Fees 1,446 2,761 (1,315) (47.6%) 690 756 109.6%

Consulting 1,911 2,270 (359) (15.8%) 1,306 605 46.3%

TOTE Expense 1,108 1,137 (29) (2.5%) 1,133 (25) (2.2%)

Rentals & Leases 1,168 1,095 73 6.7% 1,090 78 7.1%

Repairs & Maintenance 2,955 2,769 186 6.7% 2,954 1 0.0%

Insurance 3,983 3,261 723 22.2% 3,486 497 14.3%

Marketing & Advertising 2,505 2,120 384 18.1% 3,252 (748) (23.0%)

Other Expenses 2,935 4,153 (1,218) (29.3%) 2,897 37 1.3%

Total Operating Expenses $71,572 $69,204 $2,368 3.4% $69,485 $2,088 3.0%

Operating Income ($10,322) ($5,079) ($5,243) 103.2% ($6,435) ($3,887) 60.4%

Plus: Net VLT Revenue $27,238 $23,276 $3,962 17.0% $23,144 $4,094 17.7%

Less: Non-Operating Expenses 8,757 10,172 (1,415) (13.9%) 10,336 (1,579) (15.3%)

Net Income/(Loss) $8,160 $8,026 $135 1.7% $6,374 $1,786 28.0%

OPERATING EXPENSES

ChangeEnding June 30th

For Six Months

Change


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Handle and Attendance ResultsJune 2013 year to date handle and attendance results were impacted by reduced racingdays compared to last year and budget. There were 113 race days during the sixmonths ended June 2013, ten fewer race days compared to last year. Six were due toBoard and Gaming Commission approved reduction for equine safety initiatives andfour were weather related cancellations. There were four fewer race days compared to

budget which assumed six weather related cancellations. Estimated on-trackattendance, at the track conducting live racing, was 492,006, a decrease of 104,829 or18% compared to last year. The decrease is primarily attributable to fewer race daysand reduced attendance on Belmont Stakes Day which was impacted with comparisonto last years Triple Crown potential.

During the six months ended June 30, 2013, NYRA generated $1.076 billion in totalhandle compared to $1.134 billion last year for a decrease of $58.0 million or 5%.NYRA on-track handle of $284.2 million decreased $15.2 million or 5% compared tothe same period last year. Export handle of $791.7 million decreased $43.0 or 5%compared to the same period last year. Total handle was lower than budget by $27.3

million or 3% due to fewer than expected race days.

Year to date through June 30, 2013, the average field size was 7.39 compared to 7.78for the same period last year, primarily due to the December 2012 medicine rulechange. Field size was impacted to a lesser extent by weather, specifically during thefirst quarter of 2013 when compared to the unseasonably mild first quarter of 2012.Although there was a decrease in field size, average handle per betting interestincreased $6,781 or 6% to $116,352 compared to last year.

Net Revenue From Racing OperationsNYRA earned net revenue from racing operations totaling $61.3 million, a decrease of

$2.9 million or 5% compared to last year. The decrease in net revenue from racingoperations is primarily due to ten fewer race days compared to last year as well asreduced revenue on Belmont Stakes Day. Net revenue from racing operations wasbelow budget by $1.8 million or 3% primarily due to four fewer than expected racedays.

Operating ExpensesOperating expenses of $71.6 million increased $2.4 million or 3% compared to prioryear due to increases in labor expense (retroactive pay, staffing increases, and NYRAPresident transition), workers compensation insurance, operating supplies, utilities andmarketing & advertising expenses, partially offset by decreases in legal and consulting

fees, other expenses and temporary help & outside service expense. The increase inexpenses was $2.1 million or 3% higher than budget primarily due to costs associatedwith higher than expected legal fees associated with integrity counsel, workerscompensation costs and labor expense related to a retroactive pay accrual for cleanersand frontside security based on current collective bargaining negotiations, and costsassociated with the NYRA President transition.


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Operating Income/(Loss) From Racing OperationsDuring the six months ended June 2013, NYRA had an operating loss from racingoperations totaling $10.3 million, an increase of $5.2 million or 103% compared to lastyear and $3.9 million or 60% higher than budget.

VLT RevenueDuring the six months ended June 2013, NYRA earned approximately $54.3 million inVLT revenue of which $27.1 million was available for stakes and purses, $15.6 millionwas available for capital expenditures and $11.7 million was available for NYRAoperations. Gross VLT revenue increased $9.4 million compared to last year primarilydue to a 0.50% increase in purse funding effective October 28, 2012 as well as a $64 or18% increase in win per machine (WPM) results at Resorts World. WPM for the sixmonths ended June 30, 2013 averaged $430 compared to an average of $365 during thesame period last year. VLT revenue was budgeted in line with 2012 results.

Non-Operating ExpensesNon-operating expenses totaling $8.8 million, which consist of retiree benefits, pension

and depreciation, decreased $1.4 million or 14% compared to last year and was belowbudget by $1.6 million or 15%. The decrease in non-operating expenses is attributableto the conversion from FASB to GASB reporting standards which impacts the way inwhich pension and retiree benefits are recognized and recorded, partially offset by anincrease in depreciation expense and income tax expense.

Net Income/(Loss)During the six months ended June 2013, NYRAs net income was $8.2 million, anincrease of $135,000 or 2% compared to last year and was $1.8 million or 28% highercompared to budget. The favorable variances year over year and to budget are due toincreased VLT revenue and decreased non-operating expenses partially offset by

increased operating expenses as noted above.

Capital ProjectsDuring the six months ended June 2013, NYRA spent approximately $7.3 million oncapital improvements including payments of approximately $980,000 for 2012 relatedcapital projects. Major expenditures included barn area upgrades and patron areaimprovements at all three race tracks, work related to the CAFO and Storm WaterManagement project at Belmont, the purchase of high definition cameras and televisionproduction equipment for the new TV trailer, telephone system upgrades, theinstallation of the Trackus digital sports information system at Belmont and thepurchase of an ambulance.

$25 Million Genting LLC Loan FacilityDuring the six months ended June 2013, NYRA paid $6.8 million towards the loan, ofwhich $6.7 million was applied towards principal and $140,000 was applied towardsinterest. As of June 30, 2013, NYRA had an outstanding loan balance of $10.4 milliondue Genting LLC. Based on current VLT revenue projections, the loan is expected tobe repaid in full by April 2014.


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Industry UpdateBased on Equibase data for the six months ended June 2013, wagering on U.S. racesdecreased 1% compared to a 7% decrease in wagering on NYRA races. The primarydriver of the reduction was ten fewer race days. NYRA contributed 5% of totalindustry race days, offered 12% of purses and generated 16% of thoroughbred handleacross the United States. Every dollar invested in purses at NYRA during the six

months yielded $15.29 in handle compared to $10.93 industry-wide.


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EXHIBIT 1

HANDLE STATISTICSYEAR TO DATE JUNE 2013 COMPARED TO YEAR TO DATE JUNE 2012 AND

BUDGET

2013 2012 $ % BUDGET $ %

RACING DAYS 113 123 -10 -8.1% 117 -4 -3.4%

ATTENDANCE - Live Race Days, Live Track 492,006 596,835 -104,829 -17.6% 573,557 -81,551 -14.2%

ATTENDANCE - Live Race Days, Non-Live Track 146,914 141,220 5,694 4.0% 139,794 7,120 5.1%

DAILY AVERAGE ATTENDANCE at Live Track 8,597 9,778 -1,182 -12.1% 9,759 -1,162 -11.9%

PER-CAPITA BET ON LIVE DAYS AT LIVE TRACK $268 $261 $7 2.7% $261 $7 2.7%


ADW (PHONE, INTERNET & ON-TRACK) $119,800,040 $122,270,356 -$2,470,316 -2.0% $128,366,227 -$8,566,187 -6.7%

BELMONT 64,875,222 70,090,282 -5,215,059 -7.4% 69,458,339 -4,583,117 -6.6%

AQUEDUCT 99,527,939 107,062,590 -7,534,650 -7.0% 108,368,943 -8,841,003 -8.2%

TOTAL NYRA ON-TRACK HANDLE $284,203,202 $299,423,227 -$15,220,026 -5.1% $306,193,509 -$21,990,307 -7 .2%DAILY AVERAGE ON-TRACK HANDLE $2,515,073 $2,434,335 $80,737 3.3% $2,617,039 -$101,966 -3.9%


NYOTB DOWNSTATE $57,761,569 $65,851,843 -$8,090,274 -12.3% $58,131,290 -$369,721 -0.6%

NYOTB UPSTATE 28,317,731 31,768,555 -3,450,824 -10.9% 29,062,448 -744,718 -2.6%

NY INTER-TRACK WAGERING 19,427,453 22,634,491 -3,207,038 -14.2% 19,728,729 -301,277 -1.5%

OUT-OF-STATE 675,298,795 709,403,904 -34,105,109 -4.8% 680,439,872 -5,141,077 -0.8%

INTERNATIONALSEPARATE POOL 10,887,354 5,005,179 5,882,175 117.5% 9,674,000 1,213,353 12.5%

TOTAL OFF-TRACK (EXPORT) $791,692,901 $834,663,972 -$42,971,071 -5.1% $797,036,340 -$5,343,439 -0.7%

DAILY AVERAGE OFF-TRACK HANDLE $7,006,132 $6,785,886 $220,246 3.2% $6,812,276 $193,855 2.8%

TOTAL HANDLE $1,075,896,103 $1,134,087,199 -$58,191,097 -5.1% $1,103,229,849 -$27,333,746 -2.5%

DAILY AVERAGE TOTAL HANDLE $9,521,204 $9,220,221 $300,983 3.3% $9,429,315 $91,890 1.0%

For the Six Months



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150 Years! As Saratoga celebrates the 150th

anniversary of thefirst organized race meet in the Spa City, The New York RacingAssociation proudly sponsored a variety of events and activitiesduring the 2013 meet designed to actively engage racing fans, theindustry and the Saratoga community.

SARATOGA 150

HOOFPRINTS WALK OF FAMEThis year saw the introduction of a new historical display at the Clubhouse entrancepay homage to the most accomplished thoroughbreds to compete at Saratoga RaceCourse during its 150-year history the Hoofprints Walk of Fame. The initiative wassupported by a press conference to announce the inaugural class of honorees at theNational Museum of Racing and an unveiling of the attraction prior to the start of themeet.

PRE-MEET PRESS EVENTThe New York Racing Association hosted its annual pre-meet press conference atthe Fasig-Tipton Pavilion to announce various notable events, activities and initiatives

for the 2013 Saratoga meet and the 150

th

anniversary celebration.

SARATOGA 150 HORSEThe New York Racing Association and the Saratoga 150 Committee unveiled a newartwork designed by famed equine artist Robert Clark in honor of the 150

th

anniversary season. The three-dimensional, fiberglass horse features approximately100 hand-painted images which provide an illustrative history of Saratoga RaceCourse over the past 150 years. Positioned immediately inside the Clubhouse gates,the horse was named SPAtacular in a naming contest for fans. $15K WEEKLY WIN WAGERThe New York Racing Association provided promotional support for the series of

$15K Win Wagers sponsored by Saratoga 150 Honorary Chairs Marylou Whitneyand John Hendrickson. The promotion offered a total of five fans the opportunity toplace a $15K win wager on a major stakes race. Two of the first three contestantshave been winners, netting $21,000 and $22,500 respectively.

SPONSORED EVENTS: SARATOGA 2013


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150th ANNIVERSARY CELEBRATION AUGUST 3, 2013On Saturday, August 3, Saratoga Race Course celebrated its official 150

th

anniversary in conjunction with the running of the historic Grade 1 Whitney Handicap.Festivities for the day included a commemorative poster giveaway designed byequine cartoonist PEB, a special birthday cake designed by Buddy Valastro, star ofthe television series Cake Boss, and various fan activities on property.

FLORAL FETE PROMENADE & ICE CREAM SOCIALThe Saratoga 150 Committee hosted a parade and ice cream social in downtownSaratoga for residents and fans. The parade featured flower-adorned buggies, freeice cream and activities for families. The event was attended by over 35,000.

WHITNEY VIEWING STANDIn conjunction with the Saratoga 150 Committee, The New York Racing Associationdesigned, built and unveiled the Whitney Viewing Stand. Overlooking the OklahomaTraining Track, the Whitney Viewing Stand offers racing fans an unprecedented viewof the morning workouts. The unveiling was well attended by the media and there has

been a steady increase in fan interest since its opening.

ORCHESTRAL PERFORMANCEAlong with his family, Saratoga 150 Chairman Charles Wait hosted opening night ofthe Philadelphia Orchestra at Saratoga Performing Arts Center on Thursday, August8. The orchestra performed the world premiere of Serenade in honor of the 150

th

anniversary season of Saratoga Race Course.

FANS

OPEN HOUSEThe New York Racing Association organized and executed the first concert atSaratoga Race Course in 40 years for the annual pre-season preview, Open House.The concert, featuring Disney Channel star Zendaya, kicked off the 150

thanniversary

season in a spectacular way. Over 22,000 people attended the Open House andconcert, including new fans from the youth and female demographics, and generatedsignificant media coverage for start of meet.

ANNUAL HAT CONTESTThe 22

ndannual Hat Contest at Saratoga highlighted the tradition of style and

glamour at the track. Over 300 participants entered the popular contest, whichreinforced fashion imagery at the track, engaged family, women and kids, andgenerated significant media attention.

FAMILY FRIDAYSA weekly event geared towards families Family Friday features games, activitiesand vendors all themed for family and kids each Friday at the newly installed eventtent near the Reserved Seats Entrance.


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BREAKFAST WITH THE JOCKEYSPopular jockeys John Velasquez, Javier Castellano, Richard Migliore and other ridershosted an open autograph session during Breakfast on the Porch twice during themeet.

COLLEGE DAYNow in its fourth year, the annual College Day invites the next generation of fans toexperience Saratoga Race Course while receiving the opportunity to win a $1,000scholarship following each race courtesy of The New York Racing Association.

TasteNYEvery Sunday, various food and artisan vendors from New York are provided avenue on-track to present and sell their products. The TasteNY program is a platformestablished by the state and a means to reinforce The New York RacingAssociations commitment to supporting New York products and businesses inconjunction with the New York State Department of Agriculture and Markets.

INTERNATIONAL DAYThe first ever International Day at Saratoga Race Course celebrated cultures andheritages from around the globe. The day featured cultural dance performances, on-track representation from local cultural organizations and a visit from New YorkSecretary of State Cesar A. Perales and the New York State Office for NewAmericans (ONA). The day also served as a platform to promote ONA, the firststatewide office whose sole focus is to assist New York States immigrants in theirefforts to contribute to the economy and become a part of the family of the New York.

BATTLE OF SARATOGA HANDICAPPING CONTESTOver 200 horseplayers from around the country attended the annual, award-winningBattle of Saratoga Handicapping Tournament. The event encourages wagering and

celebrates the skill of handicapping.

FABULOUS FILLIES DAYDesigned to celebrate the role of women in thoroughbred racing, the annual eventhighlights the style, glamour and contributions of racings female fans while raisingfunds to support The Breast Cancer Research Foundation. This years event featuredthe return of the Sizzling Hot Pint Saratoga Hat Luncheon, a fashion show and otheractivities geared towards attracting women to Saratoga.

TRAVERS 1864 RESTAURANT WEEKThe week-long initiative promotes and drives awareness for the Grade 1, $1 millionTravers by offering a special prix-fixe menu at restaurants throughout the GreaterCapital Region for the price of $18.64 in honor of the year of the first running of thehistoric stakes race. Nearly 40 restaurants throughout the Capital Region participatedin this years promotion.

STEWARTS ICE CREAM EATING CONTESTThe Stewarts Ice Cream Eating Contest is an annual fun, family event that sees whocan eat a pint of ice cream the fastest. The contest offers categories for kids, teensand adults and is a perennial favorite among local and regional media.


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FREE BEER AND HOT WINGSHundreds of fans spent the morning at the track to see the nationally syndicated talkradio show Free Beer and Hot Wings broadcast live from Saratoga Race Course.The syndicated show is heard on radio stations in 15 states throughout the Midwestand East Coast.

BATTLE OF THE BREWSHeld in the event tent, the annual Battle of the Brews offers track patrons theopportunity to sample a variety of beers from microbreweries to benefit the localchapter of the America Red Cross.

RACING FEATURES

JOHN VELAZQUEZJohn Velazquez becomes the all-time leading rider at Saratoga with 694 wins on July27 after winning the race for trainer Todd Pletcher.FASIG-TIPTON FESTIVAL OF RACING & ANNUAL SALESFasig-Tipton continues its sponsorship of The New York Racing Association with theannual Fasig-Tipton Festival of Racing on August 3 and 4. The on-track festival leadsup to the annual Saratoga thoroughbred sales.

EQUINE RETIREMENT DAY2003 Kentucky Derby and Preakness winner Funny Cide made a special appearancein the paddock to launch Equine Retirement Day at Saratoga Race Course. As many

as a dozen thoroughbred retirement organizations were represented on track, wherethey collected donations and had literature available for the public.

NEW OWNERS LUNCHEONHeld on Sunday, August 18, the New Owners Luncheon is a program run by formerjockey Richard Migliore to introduce new owners to the thoroughbred industry byhaving various speakers and providing a day at the races they will never forget. JOCKEY PLAQUE CEREMONYA commemorative plaque honoring the top three jockeys of all-time at Saratoga RaceCourse - John Velazquez, Jerry Bailey and Angel Cordero, Jr. was unveiled one-

day prior to the 144th

running of the Travers.

CEREMONY TO HONOR RAMON DOMINGUEZThe New York Racing Association named the days fourth race on Sunday, August25 in honor of three-time Eclipse Award Outstanding Jockey winner RamonDominguez, who announced his retirement in June following injuries sustained in anaccident at Aqueduct Racetrack in January 2013. The special ceremony included avideo tribute in honor of the celebrated rider.


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EPISODE 2013 RATING 2012 RATING NOTES

July 27th (Jim Dandy & Diana) 0.13 0.115 Up YOY; 2012 rating is a cume over two hour broadcast

August 3rd (Whitney Invitational)* 0.63 0.64 Ratings stet YOY; 50% increase from lead in (motor cross race)

August 10th (Fourstardave)* 0.7 N/ANBC Sports highest rated show for the weekend; Did not cover in 2012

due to Olympics

August 11th (Adirondack Stakes & Saratoga Special) 0.06 0.07 Not a direct comparison due to different 2012 broadcast air

August 17th (Alabama & Sword Dancer Invitational) 0.12 0.07 57% increase YOY and significant increases in the demo.

TWO-YEAR OLD BONUS PROGRAMWired Bryan trained by Michale Dilger and owned by Anstu Stables wins the SanfordStakes and earns the 2-year-old bonus of $100,000 for breaking maiden at Belmont.

COACHING CLUB AMERICAN OAKS

Princess of Sylmar sweeps the Grade 1 Coaching Club America Oaks and Grade 1Alabama for Todd Pletcher and King of Prussia Stable. JIM DANDYBelmont Winner Palace Malice, trained by Todd Pletcher and owned by DogwoodStable, wins the Grade 1 Jim Dandy.SAGINAWNew York Bred Saginaw wins the John Morrissey and stays undefeated in 2013 withhis fifth win in a row.WISE DAN2012 Horse of the Year Wise Dan wins the Grade 2 Fourstardave, his ninth race in arow, while carrying a personal record of 129 pounds.CHAD BROWN KEN AND SARAH RAMSEYBig Blue Kitten wins the Grade 1 Sword Dancer Invitational for trainer Chad Brownand owners Ken and Sarah Ramsey, who have the same connections as the winnerof the Arlington Million at Arlington Park on the same day.

BROADCAST TVSUMMER AT SARATOGA SERIES

*Appeared on NBC network; All others appeared on the NBC Sports Network


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REORGANIZATION BOARD COMMITTEES

2013 (as of 6/12/13)

(Management Liaison)

David J. Skorton, Chairman *

* In addition to chairing the Executive Committee, David J. Skorton serves as an ex

officio member of all committees

Executive Committee

David J. Skorton, ChairMichael Del Giudice

Michael Dubb

Vincent Tese

Charles V. Wait

(CEO and President)

Audit and Compliance Committee

Joseph Spinelli, Chair

Stuart Subotnick

Charles V. Wait

Barry Ostrager(CFO and General Counsel)

Compensation Committee

Vincent Tese, Chair

Rick Cotton

Stuart Janney

Earle Mack

Joseph Spinelli

(SVP of Human Resources)

Equine Safety CommitteeAnthony Bonomo, Chair

Chester Broman, ex officio

Bobby Flay

John Hendrickson

Earle Mack

Stuart Janney


(VP of Facilities and Racing Surfaces)

Finance Committee

Stuart Subotnick, ChairRick Cotton

Michael Dubb

C. Steven Duncker

Robert Megna

Barry Ostrager


(CFO)

Nominations and GovernanceCommittee

Michael Del Giudice, Chair

Anthony Bonomo

Bobby Flay

Barry Ostrager

Jane Rosenthal

(General Counsel)

Public Hearings and Communications

Committee

Jane Rosenthal, ChairBobby Flay

John Hendrickson

Charles V. Wait

(Chief Marketing Officer)

Racing Committee

Leonard Riggio, Chair

C. Steven Duncker

Bobby Flay

Barry Ostrager

Richard Violette, ex officio(VP and Director of Racing)

Long-Term Planning

Michael Dubb, Co-Chair

Bobby Flay, Co-Chair

Rick Cotton

Michael Del Giudice


(VP of Corporate Development)


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DISBAND CEO SEARCH COMMITTEE RESOLUTION

IT IS HEREBY RESOLVED, that, upon the motion of _______________, seconded by

________________, the NYRA Board of Directors, having had full opportunity to

inquire, consider, and understand, does hereby approve the disbanding of the CEO Search

Committee.


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EXECUTIVE COMMITTEE CHARTERBoard of Directors


I. PurposeThe Executive Committee (Committee) of the Board of Directors

(Board) of The New York Racing Association, Inc. (NYRA) has been constituted bythe Board in accordance with 207 of the New York Racing, Pari-Mutuel Wagering and

Breeding Law and NYRAs Bylaws. The Committee shall assist the Board in

monitoring NYRAs efforts to operate with the highest degree of integrity and in anefficient and transparent manner.

II. Operations of the Committee1. Composition. The Committee shall consist of not less than three

Directors, one of whom shall be a Class B Director appointed to the Board by theGovernor (who shall be entitled to designate such Class B Director to serve on the

Committee) and include at least one of the Class B Directors appointed by the temporary

president of the senate and at least one of the Class B Directors appointed by the speakerof the assembly (to the extent any such Class B Director, as described in subsections (b)

and (d) of Section Sixth of NYRAs Certificate of Incorporation is serving on the Board).

In the event that the Governor fails to designate the Class B Director to serve on the

Committee, such failure shall result in a vacancy on the Committee until such time as theGovernor designates, and the Board appoints, the Class B Director to serve on the

Committee, and such vacancy shall not impair or hinder the ability of the Committee to

take any action. The Chair of the Board, shall serve as the Chair of the Committee.Subject to Section 6.02 of NYRAs Bylaws, each member shall serve on the Committee

at the pleasure of the Board and any vacancy that shall occur on the Committee for any

reason, including an increase in the number of Directors of the Board, shall be filled byresolution adopted by the full Board in a manner consistent with the Bylaws.

2. Meetings. In order to discharge its responsibilities, the Committee

shall each year establish a schedule of meetings. The Committee will meet at leastquarterly each year. Additional meetings may be scheduled as required.

3. Conduct of Meetings. A quorum at any Committee meeting shallbe a majority of its members. All determinations of the Committee shall be made either

at a meeting duly called and held, at which a quorum was present and acting, or by a

written consent to the actions taken signed by all of the members of the Committee.Meetings may be conducted by telephone or similar communications equipment, when

permitted by the Chair of the Committee, at any meeting at which a quorum is present.

The Committee shall report to the full Board regarding its activities and the actions

undertaken, at the next regular Board meeting.

4. Documentation and Reports. The Chair of the Committee shall be

responsible for establishing the agendas for meetings of the Committee. An agenda,


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together with materials relating to the subject matter of each meeting, shall be sent to

members of the Committee prior to each meeting. Minutes for all of the Committeesshall be prepared to document the Committees discharge of its responsibilities. The

minutes shall be circulated in draft form to all Committee members to ensure an accurate

final record and shall be approved at a subsequent meeting of the Committee. The

Committee shall make regular reports to the Board.

5. Resources. The Committee will have the resources and authoritynecessary to discharge its duties and responsibilities. Subject to the approval of the full

Board, the Committee has the authority to retain independent financial, legal or other

advisors. NYRA shall provide funding, as determined by the Committee, for payment ofcompensation to any independent advisors or administrative support employed by the

Committee. Any communications between the Committee and legal counsel in the

course of obtaining legal advice will be considered privileged communications of NYRA,

and the Committee will take all necessary steps to preserve the privileged nature of thosecommunications.

III. Responsibilities and AuthorityThe principal responsibilities and/or authority of the Executive Committee

include, but are not limited to, the following:

1. Exercising the power of the Board in the management of NYRAs affairswhen time is of the essence and/or in otherwise urgent matters.

2. Ensuring that NYRAs financial and business management policies andpractices remain compliant with current laws and regulations, reflect the best

ethical standards, and ensure prudent fiscal stewardship.

3. Establish, oversee and support an optimal management structure andleadership for NYRA.

4. Optimize NYRA relations with its host communities, racing organizations andrelevant governmental entities within New York State.

5. Ensure that NYRAs operations provide a safe environment for all of itsstakeholders, including guests, horses, jockeys, employees, barn area workers,

and others..

6. Prepare NYRA for re-privatization.7. The Executive Committee (and the Board) shall have oversight of the

President, who shall keep the Executive Committee (and the Board) fully

informed about the affairs of NYRA.

IV. Evaluation of CommitteeThe Committee will perform an annual self-evaluation. Each Committee member

will be requested to present an assessment of the Committee. The assessments should

include the Committee contribution as a whole, and specific areas in which theCommittee believes its respective contributions could be improved. The assessment will

be organized by the Nominations and Governance Committee for discussion with the


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Board and the Committee.

V. Management LiaisonThe Chief Executive Officer and President is the management liaison with theExecutive Committee.


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AUDIT AND COMPLIANCE COMMITTEE CHARTER

Board of DirectorsThe New York Racing Association, Inc.

I. Audit and Compliance Committee PurposeThe Audit and Compliance Committee is appointed by the Board of Directors to represent

and assist the Board in fulfilling its general oversight of the New York Racing Association,

Inc.s accounting and financial reporting processes, audits of the financial statements and inter-nal control and internal audit functions, ethics and compliance, regulatory compliance and spe-

cial oversight.

The Audit and Compliance Committees primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the integrity of the NYRAsfinancial reporting process and systems of internal controls regarding finance, ac-

counting, operations and legal compliance.

Oversee compliance with legal and regulatory requirements including NYRAs stan-dards and policies and NYRAs Ethics and Compliance Program.

Monitor the qualifications, independence, and performance of the NYRAs inde-pendent auditors and internal auditing department.

Provide oversight of NYRAs tax policy. Provide an avenue of communication among the independent auditors, management,

the internal auditing and the Board of Directors.

Provide oversight of NYRAs policy that its employees comply with all applicablestatutes, rules and regulations pertaining to the conduct of Thoroughbred horse

racing and the oversight thereof by the New York State Franchise Oversight Boardand the New York State Racing and Wagering Board.

Monitor the qualifications, independence and performance of NYRAs outside Integ-rity Counsel.

The Audit and Compliance Committee has the authority to conduct any investigation ap-propriate to fulfilling its responsibilities, and it has direct access to the independent auditors as

well as anyone in the organization. The Audit and Complian

Documents

NYRA Board Meeting Agenda