THE NEW YORK RACING ASSOCIATION, INC.

Board of Directors Meeting

June 10, 2013

The New York Racing Association, Inc. Meeting of the Board of Directors June 10, 2013 11:00 a.m. 1:00 p.m.

Table of Contents TAB Meeting Agenda ......................................................................................................................................................... 1 April 29, 2013 Minutes (and Resolution) ......................................................................................................................................................... 2 Financial Update: GASB Reviewed Financial Statements- First Quarter 2013 2012 GASB Adoption Presentation ......................................................................................................................................................... 3 Saratoga 150 Plaque Resolution ......................................................................................................................................................... 4 NYRA Media Advisory Update ......................................................................................................................................................... 5 2013 Racing Dates (and Resolution) ......................................................................................................................................................... 6 Ban on Political Fundraisers Resolution ......................................................................................................................................................... 7

The New York Racing Association, Inc. Meeting of the Board of Directors June 10, 2013 11:00 a.m. 1:00 p.m. Agenda

1. Approval of April 29, 2013 minutes (Resolution) 2. Report of the NYRA Management Team a. Belmont Stakes Report 3. Report of the Chair a. CEO Search Update 4. Committee Reports a. Audit & Compliance Committee (Spinelli) b. Finance Committee (Subotnick) 5. Financial Update 6. Security Update 7. Saratoga 150 Plaque (Resolution) 8. Media Event Update 9. Legal Update 10. Administrative Matters a. Amended Certificate of Incorporation b. Approval of Remaining Racing Dates for 2013 (Resolution) c. Ban on Political Fundraisers (Resolution) 11. Executive (closed) Session 12. New Business

Adjournment

DRAFT UNAPPROVED MINUTES OF THE MEETING of THE BOARD OF DIRECTORS of THE NEW YORK RACING ASSOCIATION, INC. Conducted on April 29, 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 April 29, 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 Cotton Michael J. DelGiudice Michael Dubb Robert Megna Barry Ostrager Leonard Riggio Jane Rosenthal David J. Skorton, Chairman Joseph Spinelli Stuart Subotnick Vincent Tese Charles V. Wait Chester Broman, ex officio John Hendrickson, Special Advisor for Saratoga Michael Kotlikoff, Special Advisor for Equine Health and Safety Richard Violette, ex officio The following Directors were not present: C. Steven Duncker Robert Flay Stuart S. Janney, III Earle Mack

Also present were Kenneth V. Handal, Acting General Counsel, Chief Ethics, Compliance Officer, and Corporate Secretary; Susanne Stover, Senior Vice President and Chief Financial Officer; Pasquale Viscusi, Assistant General Counsel; Glen Kozak, Vice President of Facilities and Racing Surfaces; David ORourke, Vice President of Corporate Development; Ashley Herriman; Assistant Director of Communications; Bennett Liebman, NYS Executive Chamber; 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. Handal conducted a roll call of the Directors and Special Advisors. 1. Approval of April 11, 2013 Regular Board Meeting Minutes. The first item addressed concerned the minutes of the April 11, 2013 regular meeting of the Board. A motion to approve the minutes was made by Mr. Ostrager and seconded by Mr. Subotnick. 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 as Exhibit 1. 2. Update on CEO Search. Dr. Skorton gave an update regarding the ongoing search for a new NYRA Chief Executive Officer. The CEO Search Committee and RSR search consultants are continuing the screening process and will soon start initial interviews. Dr. Skorton also reported that final candidates will be presented to the Nominations and Governance Committee and then to the full board. 3. 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 or removal of a particular person or corporation. A motion to conduct an executive session was made by Mr. Riggio 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 2. The Board conducted an executive session of approximately 15 minutes. 4. Nominations and Governance Committee Report. Mr. DelGiudice gave the report of the Nominations and Governance Committee. Mr. DelGiudice discussed that the Committee was recommending a NYRA interim management team, effective May 1, 2013, composed of Glen Kozak, Vice President of Facilities and Racing Surfaces; David ORourke, Vice President of Corporate Development; and Susanne Stover, Senior Vice President and Chief Financial Officer, which would serve until the new NYRA Chief Executive Officer is retained. Next, Mr. DelGiudice discussed the accountability and oversight process that will be put in place to ensure proper coordination among the team

members. The Executive Committee will meet with the interim management team on a regular basis in order to be kept apprised of all issues. Also, the Committee Chairpersons should feel free to meet and to discuss with the interim management team regarding issues on their respective Committee agendas. 5. NYRA Interim Management Team Resolution. Mr. DelGiudice read a proposed resolution appointing, effective May 1, 2013, the NYRA interim management team referenced above. The matter was discussed and the motion approving the resolution was made by Mr. DelGiudice and seconded Mr. Wait. 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 3. 6. Other Business. Dr. Skorton restated that the scheduled May 15, 2013 board meeting had been postponed. Adjournment. Dr. Skorton called for additional business. There being no further business to come before the Board, the meeting was concluded at 5:38 p.m.

______________________________ Pasquale Viscusi, Esq.

Board of Directors Meeting Minutes Exhibits April 29, 2013

Exhibit 1 APRIL 11, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Ostrager, seconded by Mr. Subotnick, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the minutes of the regular April 11, 2013 Board meeting and the minutes are ordered to be added to the permanent records of the corporation. Exhibit 2 EXECUTIVE SESSION RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Riggio, seconded by 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 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. Exhibit 3 NYRA INTERIM MANAGEMENT TEAM RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. DelGiudice, seconded by Mr. Wait, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby appoint, effective May 1, 2013, the NYRA interim management team that shall be composed of Glen Kozak, David ORourke, and Susanne Stover and shall serve until the new NYRA Chief Executive Officer is installed.

APRIL 29, 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 April 29, 2013 Board meeting and the minutes are ordered to be added to the permanent records of the corporation.

2012GASBAdoption

TheNewYorkRacingAssociation,Inc.

FASBtoGASBChanges
Triggered by formation of NYRA Reorganization Board Significant differences in financial statement presentation and disclosures:
Changes to statement names, captions and sub-categories Use of direct method statement of cash flows Requirement for MD&A Changes to footnotes Required supplementary schedules

Re-measurement of pension and post-employment benefit obligations:

Pension liability calculated with different discount rates Post employment benefit obligation calculated as unpaid annual required contribution under GASB vs. accrued actuarial liability under FASB.

Presentation of VLT activity as non-operating revenue and capital contributions. VLT purse support recorded as non-operating revenues. However, VLT purse expense recorded as operating expense. Environmental liabilities treatment: pollution prevention or control costs are not accrued in GASB unlike FASB.

FinancialStatement Presentation
Income Statement now Statement of Revenues, Expenses and Changes in Net Position
Operating revenues exclude VLT revenues Operating expenses include VLT purse expense ($44.3M) Operating expenses include Pension expense, OPEB, and Depreciation ($14.9M) Non-operating revenues and expenses include VLT support payments (operating and purse,), interest, and income taxes. Separate capital contributions section which includes VLT capital support payments and FASB Tenant Improvement Allowances (capitalized and depreciated under FASB)

Balance Sheet now Statement of Net Position

Assets and Deferred Outflows of Resources related to changes in net pension liabilities Liabilities and Deferred Inflows of Resources related to changes in net pension liabilities Net position (deficit) separated into net investment in capital assets, restricted for capital expenditures, and unrestricted
3

FinancialStatement Presentation,ctd.
Statement of Cash Flows
FASB uses Indirect Method for operating which calculates changes in balance sheet accounts. GASB uses Direct Method for operating which is direct cash receipts and payments FASB has one financing section; GASB has two financing sections: for non-capital and for capital Investing section is the same under both methods

Changes to footnotes
Capital assets includes rollforward with more detail Pension plans and OPEB are very different with additional disclosures on all individual plans

Supplementary Schedules
Required for Pension plans

Requirement for MD&A

Specific requirements to match financial, include discussion on changes, and factors bearing on future
4

PensionandOPEBChanges
Re-measurement of pension obligations:
Pension liability calculated with different discount rates Certain items that increase or decrease the pension liability may be spread out over multiple years creating new lines of Deferred Outflows and Deferred Inflows. These include changes in assumptions and differences between actual vs. projected earnings.

Re-measurement of post-employment benefit obligations:

Post employment benefit obligation calculated as unpaid annual required contribution under GASB vs. accrued actuarial liability under FASB.

THANKYOU

NYRAManagement August2012

SARATOGA 150 PLAQUE 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 language, format, appearance, and placement of the proposed Saratoga 150 plaque.

NYRAMEDIAADVISORYSCHEDULE MAY/JULY2013 Asof6/4/2013

DATE
May31 June1st June2 June4th June4 7 June5 June6 June7th June8 June9 June10th June11 June12th June13 15 June15 June24 July12 July14 July17 July19th
th th th th th th th th th th th th th th nd st

EVENT
AnnualJockeysVisittoRonaldMcDonaldHouse ElmontBelmontStakesParade MediaDay@BelmontPark(nonracing) 150thAnniversaryCelebrationKickoff@SPAC BelmontStakesBlueRibbonRunforProstate SaratogaOpenHouseConcertAnnouncement EmpireStateBuildingPhotoOpw/connections BelmontStakesPressLuncheon@TopoftheRock ConcertAnnouncementTV/RadioMessaging BelmontStakesPostPositionDrawBreakfast OpenHouseConcertTicketGiveawaysRadioPromo BelmontStakesCharityCelebrationw/TJC&TRF OpenHouseEditorialConcertCoveragelocalprint MikeFrancesa/WFANbroadcastlivefromBelmont BelmontStakesFanFestival@GrandCentral LightingoftheEmpireStateBldginBelmontcolors NYRAPressParty@GardenCityHotel GardenCityBelmontFestival 145 RunningoftheBelmontStakes BelmontStakesPostRacePressConference OpenHouseConcertTicketOnSale NYRABoardMeeting SaratogaLocalAdvisoryBoardMeeting FranchiseOversightBoardMeeting SaratogaRaceCourseJobFair BelmontParkPublicHearing SaratogaRaceCoursePreMeetPressConference HoofPrintsWalkofFameUnveiling SaratogaRaceCourseOpenHouseCelebration Saratoga150TimeCapsuleJourneyBegins BelmontSpring/SummerMeetConcludes SaratogaRaceCourseOnTrackMediaTour SaratogaRaceCourseOpeningDay SaratogaOnTrackMediaInterviews
th

NOTES
BelmontStakesWeekEvent BelmontStakesWeekEvent HostingnonracingmediaforintrotoNYRA Reskedfrom5/24,Saratoga150Commevent Community AnnouncingperformancebyZendaya BelmontStakesWeekevent MajorBelmontStakesPressevent PromoMessage;Extensionswithmedia MajorBelmontStakesPressevent Charity PR Media InauguralFanEventsupportedwithpress BelmontStakesWeekevent HostPress,Owners,Trainers,Sponsors Community MEDIAFullcoverage PR Webandprintpromotiontosupport Corporate Corporate Corporate Community InauguralNYRAPublicHearing MajorNYRAPreMeetPressEvent CollaborationwithSaratoga150Committee NYRAKickofftothe150Celebration ConnectingBelmonttoSaratoga PR MajorSaratogaPressEvent

2013 NYRA DATES

All times Eastern. Total: Dates 253

NYRA TRACK/MEETING

DATES
January 1 - April 21 77 Days

AQUEDUCT WINTER/SPRING

Dark Mondays and Tuesdays except: Open: Mondays, January 21 and February 18; Tuesday, January 1 Dark: Wednesdays, January 2 & 23; February 20; Thursday, January 3; Sundays, March 24 & 31. Post Times: 12:20 PM daily (January 1- March 3) 12:50 PM daily (March 6- April 21) April 26 - July 14 56 Days

BELMONT PARK SPRING/SUMMER

Dark Mondays and Tuesdays except: Open: Monday, May 27 Dark: Wednesdays, May 29 and July 10; Sunday, June 9 Post Times: 1:00 PM daily, except: 11:35 AM on Saturday, June 8- Belmont Stakes Day 3:00 PM on Fridays of June 28; July 5 & 12.

SARATOGA RACE COURSE

Dark Tuesdays Post Times: 1:00 PM daily, except: 2:30 PM on Fridays of July 26 and August 30 11:35 AM on Saturday, August 24 - Travers Day 12:30 PM on Monday, September 2-Labor Day

July 19 - September 2 40 Days

BELMONT PARK FALL

Dark Mondays and Tuesdays except: Open: Monday, October 14 Dark: Wednesday, October 16 Post Time: 1:00 PM daily

September 7 - October 27 37 Days

AQUEDUCT FALL
Dark Mondays and Tuesdays except Open: Tuesday, December 31 Dark: Wednesday, December 25. Post Times:

November 1 - December 31 43 Days

12:20 PM daily except: 12:00 Noon on Friday, November 29 and Saturday, November 30 11:25 AM on Thursday, November 28 - Thanksgiving Day

NYRA CALENDAR 2013

JANUARY
Sun Mon
1 6 13 20 27

FEBRUARY
Tues Wed
2 3

MARCH
Tues Wed Thurs
1

Thurs
4

Fri

Sat
5 12 19 26

Sun

Mon

Fri

Sat
2 9 16 23

Sun

Mon

Tues

Wed

Thurs
1

Fri

Sat
2 9 16 23 30

A A A A

A A A A
3 10 17 24

A A A A

A A A A
3 10 17 24

A A A A A

A A A A A
21 days

A A A A

7 14

8 15

9 16 23

A A

10 17 24

A A A A

11 18 25

A A A A

4 11

5 12

6 13 20

A A

7 14 21

A A A A

8 15 22

A A A

4 11 18 25

5 12 19 26

6 13 20 27

A A A A

7 14 21 28

A A A A

8 15 22 29

21 28

22 29

18 25

19 26

30

31

27

28

21 days

20 days

31

APRIL
Sun
1

MAY
Mon
2 9 16 23 30 18 days

JUNE
Mon Tues
1

Tues
3 10 17 24

Wed

Thurs
4 11 18 25

Fri
5 12 19 26

Sat
6 13 20 27

Sun

Wed

Thurs
2 9 16 23 30

Fri
3 10 17 24 31

Sat
4 11 18 25

Sun

Mon

Tues

Wed

Thurs

Fri
1

Sat

A A A

A A A

A A A B

A A A B
5 12 19 26

B B B B

B B B B B

B B B B B

B B B B
2 9

B B B B B

7 14 21 28

A A A B

8 15 22 29

B B B B

6 13 20

7 14 21

8 15 22 29

3 10

4 11 18 25

5 12 19 26

B B B B

6 13 20 27

B B B B

7 14 21 28

B B B B

8 15 22 29

16 23

B B B
Sun

17 24

27

28

23 Days

30

21 days

JULY
Sun
1

AUGUST
Mon
2 9 16

SEPTEMBER
Tues Wed
1

Tues
3 10 17

Wed

Thurs
4 11 18

Fri
5 12 19

Sat
6 13 20 27

Sun

Mon

Thurs

Fri
2 9 16 23 30

Sat
3 10 17 24 31

Mon
2 9 16 23 30

Tues
3 10 17 24 4

Wed
5

Thurs
6

Fri
7

Sat

B B

B B

B B
4 11 18 25

S S S S S

S S S S S

S S S S S

1 8 15 22 29

S B
B B B

B
B B B

7 14 21 28

B B

8 15

S S S S

5 12 19 26

S S S S

6 13 20 27

7 14 21 28

S S S S

8 15 22 29

11 18 25

B B B

12 19 26

B B B

13 20 27

B B B

14 21 28

S S

S S

S S

22 29

S S

23 30

24 31

S S

25

26

20 days

27 days

19 days

OCTOBER
Sun Mon
1

NOVEMBER
Tues
2 9 16

DECEMBER
Tues Wed Thurs
1

Wed

Thurs
3 10 17

Fri
4 11 18 25

Sat
5 12 19 26

Sun

Mon

Fri

Sat
2 9 16 23 30

Sun
1 8 15 22 29

Mon
2 9 16 23 30 3

Tues
4 11 18 25

Wed

Thurs
5 12 19 26

Fri
6 13 20 27

Sat
7 14 21 28

B B

B B B B

B B B B

B B B B
3 10 17 24

A A A A A

A A A A A

A A A A A

A A A

A A A A

A A A A

A A A A

6 13 20 27

B B B B

A A A A

4 11 18 25

5 12 19 26

6 13 20 27

A A A A

7 14 21 28

A A A A

8 15 22 29

10 17 24

14 21 28

15 22 29

23 30

24 31

31

A
21 days

20 days

22 days

2013 RACING DATES 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 accept and adopt the racing dates during calendar year 2013 for the Saratoga Race Course, Belmont Park fall and Aqueduct Racetrack fall meetings as proposed by NYRAs Vice President/Director of Racing.

BAN ON POLITICAL FUNDRAISERS RESOLUTION , seconded by IT IS HEREBY RESOLVED, that, upon motion by , the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, hereby approves a prohibition on the collection of political contributions and political fundraisers on any property within the operation of NYRA.