ADW

Churchill Downs announced today that advance-deposit wagering (“ADW”) companies TwinSpires.com and Youbet.com, Inc. (NASDAQ: UBET) will offer the Churchill Downs signal for the racetrack’s 2009 spring meet, which begins on Friday, April 25.  TwinSpires.com is owned by Churchill Downs Incorporated (“Company” or “CDI”) (NASDAQ: CHDN).

“Taking care of our customers and making it convenient for them to access our content are among the top priorities of Churchill Downs,” said Kevin Flanery, senior vice president of Churchill Downs Incorporated.  “Today’s announcement brings us closer to those goals.  We are pleased that our fans will have easy access to Churchill Downs content from some of the nation’s most popular ADW platforms, including our own TwinSpires.com, which offers innovations such as Twinspires.tv and superior wagering tools through BRIS.  We hope our customers join us for an outstanding season of racing under the Twin Spires and enjoy wagering on the quality product that we will provide.”

“We are very excited to offer the first leg of the Triple Crown – the most prestigious event in all of horse racing – as content for our customers,” said Youbet.com Chief Executive Officer Michael Brodsky.  “The Churchill Downs Spring Meet, and especially the Kentucky Derby, is a perfect complement to the abundance of global content Youbet has added this year alone.”

Further details of the agreements were not disclosed.  Wagering will be available beginning on opening day and continuing through the close of the Churchill Downs spring meet on July 5, 2009.

Churchill Downs, the world’s most legendary racetrack, has conducted Thoroughbred racing and presented America’s greatest race, the Kentucky Derby, continuously since 1875. Located in Louisville, the flagship racetrack of Churchill Downs Incorporated (NASDAQ Global Select Market: CHDN) also operates Trackside at Churchill Downs, which offers year-round simulcast wagering at the historic track. Churchill Downs will conduct the 135th running of the Kentucky Derby on May 2, 2009.  The track’s 2009 Spring Meet will take place from April 25 through July 5.  Churchill Downs is scheduled to host the Breeders’ Cup World Championships for a record seventh time on Nov. 5 and 6, 2010. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

Officials of Churchill Downs Incorporated and representatives of the Kentucky Horsemen’s Benevolent and Protective Association and the Kentucky Thoroughbred Association have come to an agreement that allows, under specified terms and conditions, Churchill Downs racetrack to offer its live racing signal for distribution to national advance-deposit wagering platforms, including TwinSpires.com.  The agreement covers the 2009 spring meeting at Churchill Downs.

“We are pleased to have reached a mutually acceptable resolution with Kentucky horsemen on this issue,” said Steve Sexton, executive vice president of Churchill Downs Incorporated and president of Churchill Downs racetrack.  “The real winners today are our customers, who finally will be able to enjoy access to Churchill Downs races when live racing resumes in the spring.  We are deeply grateful to our customers for their understanding, loyalty and patience throughout these negotiations.”

“We are pleased to have reached a resolution for the spring 2009 meet at Churchill Downs,” said Rick Hiles, president of the KHBPA.  “We believe the agreement will bring great benefits to our horsemen and will promote Kentucky racing throughout the country.”

“We look forward to moving forward together in an effort to preserve and promote racing in Kentucky and at Churchill Downs,” said David Richardson, president of the KTA.  “This agreement is one step in that important process.”

Churchill Downs’ 52-day Spring Meet opens on Saturday, April 25, 2009.  Wagering will be available through TwinSpires.com beginning on opening day and continuing through the close of racing on July 5, 2009.  The signal will also be offered to certain other national online wagering companies.  Terms for distribution to those ADW companies have not been finalized.   

Churchill Downs Incorporated, headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. Churchill Downs’ four racetracks in Florida, Illinois, Kentucky and Louisiana host many of North America’s most prestigious races, including the Kentucky Derby and Kentucky Oaks, Arlington Million, Princess Rooney Handicap and Louisiana Derby. Churchill Downs racetracks have hosted seven Breeders’ Cup World Championships.  Churchill Downs also owns off-track betting facilities and has interests in various advance-deposit wagering, television production, telecommunications and racing services companies, including a 50-percent interest in the national cable and satellite network HorseRacing TV™, that support the Company’s network of simulcasting and racing operations. Churchill Downs trades on the NASDAQ Global Select Market under the symbol CHDN and can be found on the Internet at www.churchilldownsincorporated.com.
 
Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this Quarterly Report on Form 10-Q are made pursuant to the Act. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions, including any disruptions in the credit markets; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the overall economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the effect of any change in our accounting policies or practices; the financial performance of our racing operations; the impact of gaming competition (including lotteries and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market and obtain the consents of horsemen’s groups to interstate simulcasting; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our permanent slot facility in Louisiana and permanent slot facility in Florida; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the outcome of pending or threatened litigation, including the outcome of any counter-suits or claims arising in connection with a pending lawsuit in federal court in the Western District of Kentucky styled Churchill Downs Incorporated, et al v. Thoroughbred Horsemen's Group, LLC, Case #08-CV-225-S; changes in our relationships with horsemen's groups and their memberships; our ability to reach agreement with horsemen's groups on future purse and other agreements (including, without limiting, agreements on the sharing of revenues from gaming and advance deposit wagering); the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

Due to a decline of purse money earned from wagering sources during its 2008 Spring Meet, Churchill Downs Racetrack has been forced to reduce $975,000 from its stakes program for the upcoming 2008 Fall Meet through purse reductions in 11 stakes races and the elimination of two other stakes.

Churchill Downs’ 26-day Fall Meet is scheduled to open Sunday, Oct. 26, for a five-week run through Saturday, Nov. 29.

The reduction was due to wagering handle that was lost when the Kentucky Horsemen’s Benevolent and Protective Association (“KHBPA”) and the Kentucky Thoroughbred Association (“KTA”) blocked distribution of Churchill Downs’ simulcast signal to all national advance-deposit wagering (“ADW”) sites, including TwinSpires.com., the official ADW site for Churchill Downs Incorporated (“Company”).

“To offset the amount of lost wagering handle during our Spring Meet resulting in less money available in the purse account for races, we need to reduce our fall stakes program,” said Churchill Downs President Steve Sexton. “Negotiations with Kentucky horsemen are ongoing and we remain hopeful this impasse can be resolved.”

Five races were lowered in value by $100,000: the Oct. 26 Ack Ack Handicap (Grade III) from $200,000 to $100,000; the Nov. 22 River City Handicap (GIII) from $200,000 to $100,000; the Nov. 27 Falls City Handicap (GII) from $300,000 to $200,000; and closing day’s Kentucky Jockey Club (GII) and Golden Rod (GII) from $250,000 to $150,000 each.

Four Grade III events received a $50,000 cutback from $150,000 to $100,000: the Iroquois and Pocahontas on Nov. 1; the Commonwealth Turf on Nov. 9; and the Cardinal Handicap on     Nov. 15.

Additionally, the Nov. 2 Chilukki (GII) was lowered from $200,000 to $150,000, and the Nov. 8 Mrs. Revere (GII) was reduced from $200,000 to $175,000.

The two cancelled stakes were a pair of ungraded $100,000 five-furlong turf sprints: the   Nov. 8 Mariah’s Storm for fillies and mares and the Nov. 16 Cherokee Run.

The lone unaffected stakes race was the Fall Meet’s signature event, the $500,000 Clark Handicap (GII) for 3-year-olds and up at 1 1/8 miles on dirt scheduled for Friday, Nov. 28.

All told, the 2008 Fall Meet will now feature 12 stakes events – all graded – cumulatively worth $1,925,000.

Churchill Downs, the world’s most legendary racetrack, has conducted Thoroughbred racing and presented America’s greatest race, the Kentucky Derby, continuously since 1875. Located in Louisville, the flagship racetrack of Churchill Downs Incorporated (NASDAQ Global Select Market: CHDN) also operates Trackside at Churchill Downs, which offers year-round simulcast wagering at the historic track. Churchill Downs will conduct the 135th running of the Kentucky Derby on May 2, 2009. The track’s 2008 Fall Meet runs from October 26 through November 29. Churchill Downs has hosted the Breeders’ Cup World Championships a record six times. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements.  All forward-looking statements made in this news release are made pursuant to the Act.  The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.  Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.  Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the effect of any change in our accounting policies or practices; the financial performance of our racing operations; the impact of gaming competition (including lotteries and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters, including Hurricanes Katrina, Rita and Wilma on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

The largest Kentucky Derby crowd of the 21st century gathered under the historic Twin Spires to watch undefeated Derby favorite Big Brown power through the stretch and dominate a full field of 20 horses in the Grade I Kentucky Derby Presented by Yum! Brands.
 
The attendance mark of 157,770 was the second largest in Kentucky Derby history and trails only the crowd of 163,628 that witnessed Cannonade win the centennial Derby in 1974.  It is the seventh time in 10 years that Kentucky Derby Day attendance has topped 150,000.

Total wagering from all sources on the Kentucky Derby race, which includes on-track and off-track wagers was $114,557,364, down 3.2 percent from the 2007 all-sources total of $118,317,714. On-track wagering for America’s greatest race totaled $12,118,527, an increase of 0.3 percent compared to the $12,076,490 wagered on the Kentucky Derby race in 2007. Off-track wagering on the Kentucky Derby race was 102,438,837, a decrease of 3.6 percent compared to the $106,241,224 wagered by fans through simulcast-wagering centers and advanced-deposit wagering (“ADW”) services around the country one year ago.
 
Total wagering from all sources on the 12-race Kentucky Derby Day card at Churchill Downs was $164,668,176, a decline of 2.0 percent from the $168,018,982 wagered on the 12-race Kentucky Derby 134 racing program.  On-track wagering on the Kentucky Derby Day card was $24,275,864, an increase of 0.9 percent from the $24,065,098 wagered by on-track fans one year ago.  Off-track wagering on the Kentucky Derby Day program was $140,392,312, a dip of 2.5 percent from the $143,953,884 wagered by fans around the country in 2007.

Churchill Downs President Steve Sexton said off-track wagering totals were affected by the fact that tens of thousands of ADW customers could only bet on the Kentucky Derby race and the Woodford Reserve Turf Classic because Kentucky horsemen would not permit ADW wagering via TwinSpires.com and Xpressbet.com on the full Kentucky Derby Day card. Additionally, fewer Florida pari-mutuel facilities could wager on the entire Derby Day card due to an ongoing dispute with Florida horsemen. “The strength of this year’s Kentucky Derby Day racing program was evident in our on-track results with increases in both on-track wagering and attendance,” Sexton noted.  “It is unfortunate that horsemen in Kentucky and Florida prevented so many fans from enjoying a full day of wagering on Churchill Downs’ races. Had more ADW and Florida customers been given an opportunity to participate, we could have seen a record day.

“Despite these challenges, the Churchill Downs team put on an exceptional day that included the successful launch of several new Derby innovations, including an outstanding Red Carpet program, our chief party officer promotion that was a hit with the fans and the media, and our new Derby Super Hi-5 wager that generated a $331,928 carryover pool. Race fans also generated a Pick 6 carryover pool of $410,598, so while Kentucky Derby weekend may be over for another year, fans returning to Churchill Downs for our next day of racing – Wednesday, May 7 – have another chance to enjoy a big dose of ‘winnertainment’.”

Kentucky Derby Day attendance increased at Churchill Downs’ Trackside Louisville off-track betting facility, where 9,547 race fans wagered on the Kentucky Derby Day card, an increase of 2.2 percent compared to the 9,339 patrons who spent Kentucky Derby 133 at Trackside Louisville.

Wagering on the Kentucky Derby race at Trackside totaled 1,249,941, a slight decline of 0.2 percent from the 2007 total of $1,252,230. A total of $1,905,396 was wagered on the Kentucky Derby Day racing program at Trackside Louisville, an increase of 1.6 percent from the 2007 total of $1,876,257.  

Trackside Louisville attendance and wagering figures are not included in on-track attendance and wagering figures for Churchill Downs racetrack.

Churchill Downs returned $134,418,750 to bettors on the Kentucky Derby Day race card, which amounts to 82 percent of total wagering.  In 2007, bettors took home a total of $137,752,898, or 82 percent of total wagering. The Commonwealth of Kentucky benefited from $906,817 in revenues generated through the state’s excise tax on pari-mutuel wagering.  In 2007, the Kentucky Derby Day race card contributed $898,566 to the state through the pari-mutuel excise tax. The approximate contribution to purses from wagering on the 2008 Kentucky Derby Day race card was $6,883,130, compared to $7,030,661 one year ago.

KENTUCKY DERBY 134 ATTENDANCE AND WAGERING

                                                                           2008                     2007                 Change

Attendance                                                    157,770                156,635             +0.7%    

On-Track Wagering (Derby Race)            $12,118,527       $12,076,490      +0.3%              

On-Track Wagering (Derby Day)               $24,275,864       $24,065,098      +0.9%                

Off-Track Wagering (Derby Race)            $102,438,837     $106,241,224    -3.6%          

Off-Track Wagering (Derby Day)               $140,392,312     $143,953,884    -2.5%          

Total (All Sources – Derby Race)              $114,557,364      $118,317,714    -3.2%          

Total (All Sources – Derby Day)                 $164,668,176      $168,018,982    -2.0%          
    
    Churchill Downs, the world’s most legendary racetrack, has conducted Thoroughbred racing and presented America’s greatest race, the Kentucky Derby, continuously since 1875. Located in Louisville, the flagship racetrack of Churchill Downs Incorporated (NASDAQ Global Select Market: CHDN) also operates Trackside at Churchill Downs, which offers year-round simulcast wagering at the historic track. Churchill Downs will conduct Kentucky Derby 135 on May 2, 2009. The track’s 2008 Spring Meet runs from April 26 through July 6. Churchill Downs has hosted the Breeders’ Cup World Championships a record six times. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements.  All forward-looking statements made in this news release are made pursuant to the Act.  The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.  Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.  Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the effect of any change in our accounting policies or practices; the financial performance of our racing operations; the impact of gaming competition (including lotteries and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters, including Hurricanes Katrina, Rita and Wilma on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

Officials with Churchill Downs Racetrack announced today that TwinSpires.com, the official advanced-deposit wagering (“ADW”) site for Churchill Downs Incorporated (the “Company”), and Xpressbet.com would be accepting wagers on the Kentucky Derby Presented by Yum! Brands, the Kentucky Oaks and The Woodford Reserve.  All Churchill Downs Racetrack races will continue to be available through other off-track betting and simulcast wagering facilities, except for the off-track betting (“OTB”) facilities located in Clarksville and Evansville, Ind., and Calder Race Course.  

Kentucky Horsemen’s Benevolent and Protective Association (“KYHBPA”) and the Kentucky Thoroughbred Association (“KTA”) have blocked distribution of the remaining Churchill Downs signal to ADW providers, including TwinSpires.com and Xpressbet.com.  

“We are disappointed that the Kentucky horsemen have chosen to prevent horse racing fans from wagering on Churchill Downs Racetrack races during the most important weekend for the horse racing industry,” said Churchill Downs President Steve Sexton. “Wagering on the Kentucky Oaks and Kentucky Derby race day cards helps to supplement purses throughout the year at Churchill Downs Racetrack. The action of the horsemen’s representatives today will have a negative impact on purses for the entire year.”
.  
“We are perplexed that the horsemen would seek to penalize the ADW distribution channel.  Since the Company’s entry into the ADW business, we have successfully negotiated higher host fees paid by ADW businesses to our racetracks and horsemen partners.  Both groups have benefited,  ” said Sexton.  “Fortunately, wagering on the Kentucky Derby, Kentucky Oaks and Woodford Reserve will be allowed under prior agreements.”

KYHBPA representatives have rejected all offers from Churchill Downs  and  instructed  that any further discussions be conducted with the Thoroughbred Horsemen's Group (“THG”), an alliance of horsemen’s groups from around the country. The THG is led by Bob Reeves who also serves on the board of the Ohio Horsemen’s Benevolent and Protective Association.  

“Kentucky takes great pride in billing itself as the horse capital of the world,” said Sexton.  “On Tuesday, we were encouraged by the discussions with KYHBPA representatives.  On Wednesday, our offer was rejected, but neither the KYHBPA nor the KTA could tell us what was needed to resolve this issue.  Today, the Kentucky horsemen have told us that if we want to send our ADW signal to the rest of the country, then we have to negotiate with and get  permission from horsemen representing them in Ohio.”

The 134th Kentucky Derby and Kentucky Oaks anchor this weekend’s race card at Churchill Downs. Pre-race festivities, including a celebrity filled red carpet, will be aired nationally on NBC beginning at 4 p.m. on May 3, 2008, followed by an hour and a half of racing coverage beginning at 5 p.m.

“At a time when Churchill Downs is working diligently to bring new customers to the sport, the actions of the horsemen will serve to block these potential fans from participating and alienate loyal patrons who look forward to this weekend all year,” said Sexton.

    Churchill Downs, the world’s most legendary racetrack, has conducted Thoroughbred racing and presented America’s greatest race, the Kentucky Derby, continuously since 1875. Located in Louisville, the flagship racetrack of Churchill Downs Incorporated (NASDAQ Global Select Market: CHDN) also operates Trackside at Churchill Downs, which offers year-round simulcast wagering at the historic track. Churchill Downs will conduct the 134th running of the Kentucky Derby on May 3, 2008. The track’s 2008 Spring Meet runs from April 26 through July 6. Churchill Downs has hosted the Breeders’ Cup World Championships a record six times. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements.  All forward-looking statements made in this news release are made pursuant to the Act.  The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.  Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.  Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the effect of any change in our accounting policies or practices; the financial performance of our racing operations; the impact of gaming competition (including lotteries and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters, including Hurricanes Katrina, Rita and Wilma on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.