2800 Bowman Mill Road Lexington, Kentucky Phone: Fax:

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1 2800 Bowman Mill Road Lexington, Kentucky Phone: Fax: Photos by Joy B. Gilbert (we miss you Joy), John Stephen Hockensmith, Lee omas Photography, Dave Harmon, Enzino Mastrippolito, Katherine Kenison, Anne Eberhardt Keogh, Meredith Schellin and Robin Lane.

2 Dear Friends, As I recap 2014, I cannot begin without thanking the wonderful clients, friends, family and horses who make it all such a joy. Being able to assist the very best people for over 50 years has provided us a platform to display outstanding results on the racetrack and in the sales ring. Mill Ridge had a very strong 2014 Keeneland January Sale finishing as the 2nd Leading Consignor by Gross. In April we watched as new owner (2011) Jim Miller began living the dream with Aurelia s Belle. Purchased by our affiliate Nicoma for $170,000, Aurelia s Belle became a 3-time G3 winner of $339,247 with a record from 8 starts. In addition, Jim has bred and raced the 2-year-old West Virginia Champion the past two years. Jim is dedicated to this program. On the first Saturday in May, the sun shone bright for clients, Denise and Perry Martin when California Chrome won the Kentucky Derby. And in early June we gained our 32 nd G1 winner since 2000 when Coffee Clique, owned and bred by longtime clients John and Jerry Amerman, won at Belmont Park. We finished up the sale season by selling 100% of horses offered at the Keeneland November Sale. We thank our clients for their support and confidence as well as the buyers for their trust in us. ese are just a few of our 2014 highlights, but as my mother has always said, In this business, the highs are the highest, and the lows are the lowest. In early November, Johar injured himself in a paddock accident. On November 10 th he passed on. It was a sad day for us at Mill Ridge as Johar was raised here on the farm, the son of our own Gone West. Bred and raced by oroughbred Corp., he reached the pinnacle of racing, with a dead heat in the Breeders Cup Turf with High Chaparral and as a sire with G1 winner Joha. He is buried next to his father here at Mill Ridge, we will miss him. We invite you to be a part of what has captivated our family for over six generations the beauty of the oroughbred. Warm regards, Headley In Memoriam JOHAR, 1999 to 2014 Gone West - Windsharp, by Lear Fan Johar joined his father, preeminent sire of sires Gone West, here at Mill Ridge Farm in A multiple Grade 1 winner of the 2003 Breeders Cup Turf (G1), and the Hollywood Derby (G1), he was a 2003 Eclipse Award finalist whose lifetime earnings exceeded $1.4 million. Johar was the first foal out of the champion Windsharp, bred in Kentucky by e oroughbred Corp., Johar went on to be trained by Richard Mandella and is represented by progeny including Canadian champion Tu Endie Wei, Breeders Futurity (G1) winner Joha, and millionaire Keertana.

3 Standing KEEP UP Unbridled s Song Keeper Hill, by Deputy Minister Unbridled s Song Keeper Hill, by Deputy Minister Regally-bred with the heart and imposing good looks to match. Made 18 starts, winning 7, earning over $300,000. Out of Kentucky Oaks (G1) winner Keeper Hill, earner of over $1.6 million Inbred to Killaloe, the dam of (G1) sire Fappiano Won the River City H. (G3) defeating (G1) winner Boisterous and Optimizer Mill Ridge s first stallion It is remarkable KEEP UP survived, much less became such a successful racehorse! A story never told is KEEP UP had a 10% chance to ever race after he broke his knee as a yearling, requiring three screws to be inserted and seven months of stall rest. Eventually, he grew sound enough to train and made eighteen starts, winning seven including the River City Handicap (G3), defeating (G1) winner Boisterous and Optimizer. We invite breeders to come to Mill Ridge and inspect KEEP UP, they will like what they see, Headley Bell Check daily updates on stallionregister.com Blood-Horse Stallion Register MEMBER Nominated to: KTDF By UNBRIDLED S SONG (1993). Stakes winner of $1,311,800, Breeders Cup Juvenile [G1], etc., Sire of Midshipman (Champion in U.S.,$1,584,600 USA, Breeders Cup Juvenile [G1](OSA, $1,150,200), Will Take Charge (to 3, 2013, $3,055,148, Travers S. [G1] (SAR, $600,000), Unrivaled Belle ($1,854,706, Breeders Cup Ladies Classic [G1] (CD, $1,080,000), etc. Sire of Leading Freshman Sire of 2013, Dunkirk, and First Defence. 1st dam KEEPER HILL. 4 w i n s a t 3 a n d 4, $ 1, 6 6 1, 2 8 1, Kentucky Oaks (gr.l), Three Chimneys Spinster S (gr. l), Las Virgenes S (gr l), 2nd Coaching Club American Oaks (gr. l), Mother Goose S (gr l), Santa Anita Oaks (gr. l), etc. Dam of 7 foals, incl. KEEP UP (Subject stallion). MILANIA (by Bernardini). Winner at 2 and 3, $73,188. SHAAMI (Gone West). Winner at 4, $30,004. 2nd dam Fineza. 4 w i n s, 2 t o 4, $ 1 2 8, 2 3 9, 3 r d C a p e M a y County S. Dam of 14 foals, including GOLDEN GEAR. 1 2 w i n s, 2 t o 5, $ 6 3 4, 0 0 9, Commonwealth Breeders Cup S (gr.ll), Equipoise Mile H (gr. lll), Phoenix S, etc. Sire. Chasm. Winner at 2 and 3, $96,669, 3rd Cicada S (gr. lll). Producer. Dam of Hiatus ($91,860). 3rd dam JEDINA. 6 wins at 3 and 4, $120,324, High Voltage S, 2nd First Flight H, Dark Mirage S. Dam of 11 foals, including CLABBER GIRL. 8 wins, 2 to 5, $1,006,261, Top Flight H (gr.l), Chula Vista H (gr. ll). etc. Producer. Dam of Running Dog ($209,382, 2nd New York Stallion NOVEMBER ROSE. Winner at 3, $24,960. Dam of ELIZABETH ROSE ($1,201,226, Centaur S, Jpn-lll, etc.). Granddam of LIMITLESS BID ($5,072,764, Tokyo Hai, Jpn-ll twice, etc.), AGNES GOLD 4th dam KILLALOE. 4 wins at 3 and 4, $67,065. Dam of 10 foals, including FAPPIANO. 10 wins, 2 to 4, $370,213, Metropolitan H (gr.l), Discovery H (gr. lll), Forego H, Morven H, 2nd Paterson H (gr. ll), etc. Sire, 4.40 AEI. TORRENTIAL. 3 wins at 3 in Fr and Eng, placed in NA and UAE, $182,070, Prix Jean Prat (Fr-l), 2nd American Derby (gr.llt). Sire. PORTROE. 2 wins at 2, $143,750, Iroquois S (gr.lll), 3rd Jamaica H (gr. ll). Sire. ROYAL TROON. 5 wins, 3 to 5, $106,848, Lake Minnetonka S, 2nd Essex H (gr. lll), etc. Sire. Lambros. 5 wins at 3 and 4, $144,790, 3rd Interborough Breeders Cup H (gr. lll), Vagrancy H (gr. lll). Producer. BOUGHT TWICE. 3 wins at 3 and 4, $62,401. Dam of COMMENDABLE ($907,470, Belmont S, gr. l, 2nd Super Derby, gr. l, 3rd Travers S, gr. l, sire). Granddam of PRIMARY ($180,354, champion 3yo colt in Italy Betfred Classic Trial S, Eng-lll RACE RECORD, 18 starts, 7 wins, including River City H (gr. lll), $300,545 career earnings FEE: $4,000 (for 2 years) OR $5,000 (LFSN)

4 Boarding Our farm family Two Kentucky Derby producing mares call Mill Ridge home, La Ville Rouge, dam of BARBARO, and Set em Free, dam of GIACOMO. Farm & Broodmare Manager Sarah Neeley Financial & Administrative Manager Marc Richardson Jonathan Mitchell Kim Poulin Mary Miller Chelsie Novak Nicole Gibson Randy Cuzick Mike Bell Lori Bessenbacher Pedro Esparza Joey Kelly Javier Delgado Dr. Stuart Brown Charlie Biancke Duncan Macdonald Asst. Sales Manager Equine Operations Secretary Yearling & Stallion Manager Bookkeeping Maintenance Manager Sales Assistant Easter Bunnette, dam of 2011 Horse of the Year HAVRE DE GRACE, and the $1.7M 12 Tiznow filly awaits a treat from owner Nancy Dillman. Much of the early success of Mill Ridge Farm in 1962 were boarders who were sent to Alice Chandler from other farms. From those early relationships, deep friendships grew, many of which continue today to trust in the Mill Ridge way of care for their horses. Our clients are recognized as family, and we are honored everyday to take care of their horses. Led by Duncan Macdonald, who has been with us for 37 years, our team of horseman and caretakers will patiently guide your foals through weaning and onto maturity. Our client s success is our greatest accomplishment. We welcome the opportunity to grow our family, and invite you to learn more about our boarding program. Maintenance Manager Grade 1 winning mare Balance is boarded for John and Jerry Amerman. Half sister to 13-time Grade 1 winner, 2010 Horse of the Year, and Eclipse Award winner ZENYATTA. Asst. Yearling Manager Sales Asst. & Client Services Asst. Yearling Manager Asst. Broodmare Manager Veterinarian Asst. Broodmare Manager Blacksmith

5 Sales Mill Ridge sold 100% of horses offered in 3 of 7 sales SALE KEENELAND JANUARY # Offered 31 # SOLD 30 Highest Price $300,000 Leading Consignor on the 2nd day, and 2nd leading consignor OVERALL by Gross Sales, with a total of $1,875,000 (behind Taylor Made Sales Agency who sold 99 horses compared to Mill Ridge s 30 total horses sold) 10 9 $220,000 FASIG-TIPTON JULY YEARLINGS 5 5 $140,000 KEENELAND SEPTEMBER YEARLINGS $385,000 KEENELAND NOVEMBER BREEDING STOCK $350,000 FASIG-TIPTON WINTER MIXED A TOP 10 Consignor by Gross Sales SARATOGA FASIG-TIPTON YEARLINGS FASIG-TIPTON OCTOBER YEARLINGS $300,000 $100,000 Perennially among the leading consignors by percentage of stakes winners our record speaks for itself. A boutique type setting allows for closer attention to the details that matter, and results in a higher quality preparation. Close communication for placing your horse in the appropriate sale and session, benefits our clients with a high rate of success. Our thorough knowledge of the market will allow your horse to be the big fish. We invite you to join a following of buyers and sellers who trust in the Mill Ridge record of raising quality horses, with proven results on the racetrack, at all price levels. 32 G1 winners since 2000 Buyers trust in the Mill Ridge record of raising and selling G1 winners.

6 NICOMA Yearlings Broodmares Matings Consulting Just since 2005 Matings and/or mare purchases that have produced G1 winners: Mr. and Mrs. John Amerman COFFEE CLIQUE G1 Tolie Otto POWER BROKER, MONBA , 2008 G1 Nancy Dillman HAVRE DE GRACE, NEVER RETREAT G1 Mr. and Mrs. Roy Jackson PASSION FOR GOLD, BARBARO , 2006 G1 George Strawbridge, Jr. RAINBOW VIEW, LUCARNO , 2007 G1 Mr. and Mrs. James Tafel STREET SENSE G1 Janie Hardin Haras du Mezeray ARTIE SCHILLER G1 Price Bell Yearlings Broodmares Consulting 2 8% stakes winners or stakes placed horses (from 153 purchased in the past 10 years) 13% produced G1 winners after purchase (from 106 purchased ) including: Appraisals Racing Management Private Acquisition Headley Bell EASTER BUNNETTE dam of Havre de Grace G1 SHOP AGAIN dam of Power Broker G1 Headley Bell, hbell@nicoma.com. Price Bell, pbell@nicoma.com. Janie Hardin, jhardin@nicoma.com www. nicoma.com Whether you are considering entering into the business or already established, we welcome a conversation to discuss your program NICOMA An affiliate of