Steve Sexton

Churchill Downs Incorporated, (“CDI”), (NASDAQ: CHDN) and its new wholly owned subsidiary, Churchill Downs Entertainment Group, (“CDE”), today unveiled a significant three-day summer music festival that will showcase more than 65 bands, including the Grammy Award-winning Bon Jovi, country music phenomenon Kenny Chesney, and Grammy Award-winning Dave Matthews Band, at the world-famous home of the Kentucky Derby on July 23-25, 2010.

Designed to be an annual event, the “HullabaLOU Music Festival” will feature a wide range of artists that blend the sounds of classic rock, country, adult contemporary and Bluegrass on five stages throughout the sprawling 147-acre facility.

“CDE plans to introduce a variety of live entertainment concepts that provide exciting and innovative entertainment options for our customers and that fit with our management team’s core competencies, including the operation and monetization of large-scale, live events,” CDE President Steve Sexton said. “Our first major project is the HullabaLOU Music Festival, which will be a great springboard for CDE-branded entertainment. With Bon Jovi, Kenny Chesney, and Dave Matthews Band as headliners, we have an extraordinary lineup of musical artists who will be performing against the backdrop of the iconic Twin Spires at Churchill Downs. We believe that fantastic combination will offer a one-of-a-kind experience for music fans, and we anticipate that the HullabaLOU Music Festival will become the premier music festival in this region, and an important summer destination for music lovers for years to come.”

    Other musical acts scheduled to appear include Zac Brown Band, Steve Miller Band, Gladys Knight, Jason Aldean, The Doobie Brothers, Al Green, Dwight Yoakam, Michael McDonald, Loretta Lynn, Colbie Caillat, Steppenwolf, The Black Crowes, Kansas, B52s, Gloriana, 38 Special, The O’Jays, War, Richard Marx, Gov’t Mule, Joan Osborne, Musiq Soulchild, Taj Mahal, Sam Bush, Chrisette Michele and many more. A complete list of confirmed performers is available online at the event Website, www.hullabaloufest.com.  

“The performers scheduled to appear at HullabaLOU will instantly put the event on the map of major music festivals in the country, and be one of the top festival entertainment options in 2010,” said Quint Davis, Producer/Director of the world-famous Jazz Fest in New Orleans and consulting producer of HullabaLOU. 

    Ticket packages, which range from $60 for a one-day general admission pass to $975 for a three-day VIP package, will go on sale Friday, Dec. 4, at noon and can be purchased online at www.hullabaloufest.com and www.ticketmaster.com and at all Ticketmaster outlets, including select Kroger locations, or by calling (800) 745-3000.

    HullabaLOU, which could have an estimated economic impact of $38 million to the Greater Louisville, Ky., area, is positioned almost three months after the 136th running of the Kentucky Derby on Saturday, May 1, and some three weeks after the conclusion of Churchill Downs’ 42-day Spring Meet on Sunday, July 4.

    Out of town HullabaLOU guests can secure hotel accommodations by visiting www.hullabaloufest.com and clicking the “Travel Information” icon.

    High profile concerts are nothing new to Churchill Downs. In 2006, the Rolling Stones played under the Twin Spires followed by The Police in 2007.  

    Churchill Downs Entertainment Group, (“CDE”), is a wholly owned subsidiary of Churchill Downs Incorporated, (“CDI”), located in Louisville, Ky., that was formed to conceive, develop, produce and manage large-scale entertainment events at CDI and non-CDI properties. The immediate success of headline concerts by the Rolling Stones (2006) and The Police (2007) at the historic home of the Kentucky Derby led to the creation of CDE.  More information about CDE is available at www.cdentertainment.com.
   
             Churchill Downs Incorporated, (“CDI”), headquartered in Louisville, Ky., owns and operates four world renowned Thoroughbred racing facilities: Arlington Park in Illinois, Calder Casino and Race Course in Florida, Churchill Downs Race Track in Kentucky and Fair Grounds Race Course in Louisiana.  CDI operates slot and gaming operations in Louisiana and Florida.  CDI tracks are host to North America’s most prestigious races, including the Arlington Million, the Kentucky Derby and the Kentucky Oaks, the Louisiana Derby and the Princess Rooney, along with hosting the Breeders’ Cup World Championships for a record seventh time on Nov. 5-6, 2010.  CDI also owns off-track betting facilities, TwinSpires.com and other advance-deposit wagering channels, television production, telecommunications and racing service companies such as BRIS and a 50-percent interest in the national cable and satellite network, HorseRacing TV, which supports CDI’s network of simulcasting and racing operations.  CDI trades on the NASDAQ Global Select Market under the symbol CHDN and can be found at www.churchilldownsincorporated.com.
                     

Mark Johnson (biography), one of the most popular and acclaimed horse racing commentators in Britain, will bring his talents to America in 2009 as the new track announcer for Churchill Downs, home of the world-famous Kentucky Derby Presented by Yum! Brands (Grade I).

The announcement will be formally made Thursday at 10 a.m. ET by track officials during a news conference at the historic Louisville, Ky. racetrack.

"In our eyes, Mark Johnson is the complete package when it comes to a track announcer," said Churchill Downs President Steve Sexton. "He is a unique, polished and passionate talent with an absolutely infectious personality. His race calls and pre- and post-race commentary are supremely accurate, descriptive and colorful, and his knowledge of the sport of horse racing and its historical perspective is vast. It all makes for a wonderful and unique entertainment mix and we're thrilled to showcase his talents to an American and worldwide audience in 2009."

Johnson becomes only the sixth track announcer in Churchill Downs history and "Voice of the Kentucky Derby" – America's premier race which has been run every year without interruption since 1875. The 42-year-old native of Skegness, Lincolnshire, England replaces the late Luke Kruytbosch, who unexpectedly passed away July 14 from an apparent heart attack at age 47.

His selection as announcer at Churchill Downs reinforces the historic link that connects England and British racing with the Kentucky track and America's greatest race. England's classic races provided inspiration to Meriwether Lewis Clark, who founded the track and the Kentucky Derby in 1875 after a trip to that country during which he witnessed the Epsom Derby, the British classic for 3-year-old Thoroughbreds that was first run in 1780 and served as a model for the Kentucky Derby. Her Majesty Queen Elizabeth II became the first British monarch to witness the American classic when she attended the Kentucky Derby in 2007, and Princess Margaret, the queen's sister, was on hand to help Churchill Downs celebrate the 100th renewal of the Kentucky Derby in 1974.

When he provides on-track call and commentary for this year's 135th running of the Kentucky Derby, Johnson will become the first announcer to have called the action in both the Kentucky Derby and the Epsom Derby.

"Never in a million years did I ever think I would be in this position," said Johnson, who addressed those in attendance via videotape due to prior race commentating commitments in England this week. "It is a dream come true. As an announcer/commentator for four days at Churchill Downs this fall, it was one of the greatest experiences I could ever imagine. It was more than I could have hoped for. Then to be asked and given the honor of being the announcer at Churchill Downs has left me more in shock than anything else. I am so delighted."

Johnson, one of Britain's senior racecourse commentators and one of the main "presenters" of American racing programs for the television network Racing UK, began calling races in 1986 and has called such classics as the Epsom Derby (1998-2002) at Epsom and St. Leger Stakes (1995-2005) at Doncaster, as well as Aintree's legendary Grand National (2004-05) and most every Cheltenham Gold Cup for jumpers since 1996.

The decision-making to hire Johnson was headed by a committee of Churchill Downs executives and department heads, which also sought input from other Churchill Downs staff, officials and board members.

Johnson was part of a select group of five talented guest announcers who each spent one week behind the binoculars and microphone at Churchill Downs during the 2008 Fall Meet. The others were Larry Collmus, Bobby Neuman, Travis Stone and Michael Wrona.

During and after the Fall Meet, opinions from customers were gathered through online surveying, emails and in-person discussions, which played an important role with the selection committee.

"Mark Johnson was the top choice of the committee, the other Churchill interests, and, most importantly, our fans," said Tom Aronson, Churchill Downs Inc. Vice President and member of the selection committee. "We had in excess of 2,000 responses from customers and their input was a very important factor in our final decision. We were very impressed with all of the candidates, but when we looked at what you might call the ‘demographics' of our surveying, Mark Johnson was an across-the-board winner among more casual fans, regular players in our Twin Spires Club, and people who live in and around Louisville, Kentucky. Most notably, he polled considerably higher than anyone else in the ultimate opinion we asked of our customers after a series of qualitative questions: If you had to choose just one, who would it be? The answer was clearly Mark Johnson.

"The most common thing that we heard and saw in the responses from customers was the sense that he was painting a picture of the races before, during and after like nobody else was. His passion for horse racing really comes through the microphone and he brings a unique play-by-play approach to the announcer's booth that covers much more than just the race itself. All of us noticed his pre-race commentary on movements in the odds of horses and other developments of interest to casual fans and players alike, observations that clearly added entertainment and insight to their handicapping efforts and got everyone more engaged. We came to feel, as many others did, that Mark Johnson is a special, standout talent with great upside for Churchill Downs and the sport of horse racing, particularly in the United States. He is a unique talent and we think he is going to have a strong positive impact on what we do here."

Johnson joins an elite group of track announcers at Churchill Downs. Gene Schmidt was the first as he called races under the Twin Spires from 1940-60, and was succeeded by legendary announcer Chic Anderson through 1977. Kentucky native Mike Battaglia called the Kentucky Derby and all of the track's races from 1978-96. Kurt Becker then handled the announcing duties for two years, and his departure opened the door for Kruytbosch's arrival in 1999.

"A major, major ambition of mine has been to call a meet in America," Johnson said. "I never thought that the assignment I would be given would be Churchill Downs, which just happens to have America's greatest horse race, the Kentucky Derby! . . . Talk about icing on the cake, the Derby is like a glacier sitting on top of the cake!"

Johnson will continue to call races on two continents with assignments in England between Churchill Downs' two annual race meetings: the 52-date Spring Meet, which runs April 25 through July 5 and the 21-date Fall Meet, scheduled Nov. 1-28.

An upcoming assignment includes a race call for the inaugural $150,000 Kentucky Derby Challenge Stakes at Kempton Park Racecourse on March 18. The winner of the 1 1/8-mile clockwise race over Polytrack will earn a guaranteed spot in the starting gate for Kentucky Derby 135 and a $100,000 bonus should the winner start in the May 2 race. Later, this summer, Johnson is also scheduled to call the Cheltenham Festival.

Johnson, who described the racing action at Kempton on Wednesday evening and was scheduled for duty at Lingfield on Friday afternoon, is scheduled to arrive in Louisville for his 2009 Spring Meet duties on April 16, which is 10 days in advance of the start of the 2009 Spring Meet.

Later this month, he will wed his longtime girlfriend Katherine Heptonstall on a beach in Turks and Caicos on Jan. 28.

"It makes for quite a month, doesn't it?" Johnson quipped. "I told Katherine the other night that I will have to put this down as the month of my life at the moment!"

The Mark Johnson File

Born: Feb. 7, 1966 (42 years old)

Parents: Derek and Joy Johnson (only child)

Birthplace/Hometown: Skegness, Lincolnshire, England

Current Residence: East Twickenham, London, England

Relationship: Engaged to marry longtime girlfriend Katherine Heptonstall on Jan. 28, 2009, on a beach in Turks and Caicos

College Degree: BA Hons in Television, Film & Theatre Studies, King Alfred's College in Winchester, Hants, England

Post Graduate Diploma: Radio Journalism, London College of Printing in Elephant & Castle, London, England

Career Milestones
First live race commentary: March 15, 1986 at Tweseldown, England
First "Classic" commentary: 1995 St. Leger Stakes
First Epsom Derby: 1998 (1998-2002)
First Cheltenham Festival: 1996 (most years to present day)
First Grand National: 2004 (2004-05)
First live race call in America: Oct. 11, 2001 at Calder Race Course
All-Star Announcer Appearances: 2005 (Belmont) and '07 (Monmouth)
First full card announcing in America: Aug. 3, 2007 at Calder Race Course
First graded stakes race call in America: Nov. 27, 2008 at Churchill Downs

Favorite Announcers: Peter O'Sullivan, Raleigh Gilbert, Tom Durkin and Dave Johnson

Favorite Horses: Red Rum, High Chaparral, Sindar, Pleasantly Perfect and Corinthian

Favorite Kentucky Derby: "Smarty Jones in 2004."

Favorite Movies: "I'm a massive film fan, particularly old westerns and swashbucklers. Errol Flynn is a particular favorite actor."

Favorite Musical Acts: "The Police and Sting."

Favorite Books: "The Gun and The Sharpe novels based on the Napoleonic Wars."

Favorite Meal: "I have very cosmopolitan tastes for food, but a good meal has to be accompanied by a great red wine!"

Hobbies/Interests: "Golf and travel."

Hooked on Horse Racing: "I got hooked on horse racing when going jump racing with my mother and father as a very young child and watching racing on Saturday afternoons on TV, especially the Grand National. Grand National Day for me as a youngster was like Christmas Day, my birthday and any other special day rolled into one."

Interesting Fact: "I was an assistant trainer when briefly based in Newmarket. I also sword fenced to high standard and I am a qualified fencing coach."

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 November 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.

Churchill Downs welcomed outstanding Metro Louisville area high school students who are members of the 2008 Churchill Downs Governor's Scholars initiative to the historic home of the Kentucky Derby with a reception at the track on Wednesday, Nov. 19.

Twenty-eight students from Metro Louisville high schools were joined by their parents, family members and officials of their respective schools in the Trophy Room in the Churchill Down clubhouse to celebrate their participation in the track's Governor's Scholars Program.

The Churchill Downs initiative, which was launched in 2001, funds the participation in the overall Kentucky Governor's Scholars Program by students from Jefferson County and portions of surrounding counties who have overcome personal adversity and challenges to become high achievers in their personal lives and academic pursuits. One student is chosen from each of Jefferson County's legislative districts, some of which extend into surrounding counties, to benefit from the Churchill Downs Governor's Scholars Program.

More than 200 Metro Louisville area high school students have participated in the Churchill Downs program since its inception.

"Churchill Downs is closely involved in many programs, organizations and causes in our community, but our continued investment in the Churchill Downs Governor's Scholars Program remains one of our best and most effective community relations efforts," said Steve Sexton, president of Churchill Downs and executive vice president of Churchill Downs Incorporated. "Each student who benefits from this program has overcome a significant challenge, or challenges, to excel in academics and in life outside the classroom. We are pleased to work with the members of our Jefferson County legislative delegation in helping these remarkable students benefit from this initiative and applaud the Kentucky legislature for its continued support for this special program."

The Kentucky Governor's Scholars Program, now in its 26th year, allows 1,150 participating students from across the Commonwealth to spend five weeks on a Kentucky college campus to take part in an intense program of hands-on academic studies, leadership building activities and co-curricular programs.

Students selected to participate in the program do so at no cost to the student. The mission of the Kentucky Governor's Scholars Program is to enhance Kentucky's next generation of civic and economic leaders.

The leadership programs are conducted on the campuses of Bellarmine University in Louisville, Morehead State University and Centre College in Danville.

Dr. Aris Cedeno, the academic dean of the Governor's Scholars Program and an associate professor of Spanish at the University of Louisville, said the latest data on the Kentucky Governor's Scholars program showed that 84 percent of the program's participating students have continued their educational careers at colleges and universities in Kentucky. The data, compiled in 2007, showed that those students received an average of more than $55,000 in scholarships for their four-year college careers.

"In these days of economic crisis, when everyone has to prioritize more than ever, Churchill Downs' support for the Governor's Scholars Program becomes a key factor to forward the program's mission of enhancing the intellectual potential of Kentucky's future leaders," said Cedeno. "Churchill Downs provides these outstanding students from Jefferson County with an opportunity to realize their dreams. In turn, Churchill Downs ensures the continuation of a program that for 25 years has demonstrated a commitment for developing bright young minds. It is making a wise investment in the future of Louisville and the state of Kentucky."

The Breeders’ Cup and Churchill Downs Incorporated joined state and local officials on Wednesday to announce that the 2010 Breeders’ Cup World Championships will be held at historic Churchill Downs for a record seventh time.

The 27th Breeders’ Cup, Thoroughbred racing’s most prestigious global event – currently consisting of 14 races held over two days with purses totaling $25.5 million – will be run on Friday, November 5 and Saturday, November 6, 2010, and will be televised live on ESPN, ABC and to a worldwide audience of more than 120 countries.

Churchill Downs, the legendary home of the Kentucky Derby, has previously hosted the Breeders’ Cup in 1988, 1991, 1994, 1998, 2000 and 2006 and has been the site of six of the seven largest crowds in Breeders’ Cup history.  In 1998, 80,452 fans attended the Breeders’ Cup. That record eclipsed the mark set in 1994 at Churchill, when 71,671 were on hand. The 2006 event, which was attended by 76,132 fans, also produced all-time Breeders’ Cup records for single day on-track handle, $18,259,971, and total worldwide single day wagering of $140,332,198.

Breeders’ Cup Chairman William S. Farish Jr. and President and Chief Executive Officer Greg Avioli joined Churchill Downs Incorporated President and Chief Executive Officer Robert Evans and Steve Sexton, CDI executive vice president and president of Churchill Downs racetrack, to announce Churchill Downs’ selection as host track for the 2010 Breeders’ Cup World Championships.  State and local officials on hand for the announcement included Larry Hayes, Secretary of the Governor’s Executive Cabinet and interim Secretary of Economic Development for Kentucky Gov. Steve Beshear, and Louisville Metro Mayor Jerry Abramson.

“We are delighted to be returning the Breeders’ Cup to Churchill Downs and to our great supporters in Kentucky and throughout the region,” said Breeders’ Cup Chairman William S. Farish, Jr. “Churchill Downs has proven to be an outstanding Breeders’ Cup venue and is extremely popular with our horsemen and fans from around the world. Churchill will also provide an extraordinary site for our expanded two-day program of the Championships. We appreciate the efforts and enthusiasm displayed by Bob Evans and his management team in our agreement to bring the Breeders’ Cup back to Churchill Downs and continue an ongoing partnership that has been of great benefit to the Breeders’ Cup, Churchill Downs and the racing and breeding industry.”

“The return of the Breeders’ Cup to Churchill Downs in 2010 is wonderful news for our track and Kentucky’s signature horse industry, as well as the business owners and the state and local governments that will benefit from the economic boost this major international event will provide to our city and region,” said Evans.  “Our state, industry and our Churchill Downs team take great pride in the unparalleled record of success of the Breeders’ Cup at Churchill Downs.  The bold idea that became the Breeders’ Cup was unveiled in our city by visionary breeder and Breeders’ Cup founder John Gaines, and we are excited to officially start the countdown to the first visit by this great event in its new two-day format to Churchill Downs in 2010.”

“The horse industry is a vital engine in Kentucky’s economy and the return of the Breeders’ Cup to Churchill Downs will complete an unforgettable year of international focus on our industry and the Commonwealth of Kentucky,” said Hayes.  “After an international audience views the Kentucky Derby in the spring, we will welcome the Alltech FEI World Equestrian Games to the Kentucky Horse Park, and then focus our attention on Churchill Downs for the return of the international celebration of racing that is the Breeders’ Cup World Championships.  It will truly be a ‘Year of the Horse’ in the state that is the horse capital of the world, and the return of the Breeders’ Cup World Championships will benefit businesses and citizens throughout Kentucky.”

"We had a successful first Breeders Cup at Churchill Downs on ESPN, and we look forward to working with Greg Avioli and Bob Evans to make this weekend even bigger,” said Len Deluca, ESPN senior vice president of programming and acquisitions. "Churchill Downs is horse racing's greatest stage, so it's fitting that the Breeders Cup returns there in 2010.”

Some of the greatest moments in Breeders’ Cup history have taken place under the famed Twin Spires during the Championships’ six previous visits to Louisville. The 1988 Breeders’ Cup was arguably one of racing’s all time greatest days, highlighted by Personal Ensign’s unforgettable stretch drive to win the Breeders’ Cup Distaff and Alysheba clinching Horse of the Year by winning the Breeders’ Cup Classic.  In 1991, the 2-year-old Arazi stunned the racing world with a dominating performance in the Breeders’ Cup Juvenile. In 2000, the 3-year-old Tiznow won a grueling stretch duel over Irish invader Giant’s Causeway in the Classic, and was later named Horse of the Year. In 2006, the remarkable English mare Ouija Board (GB) won her second Filly & Mare Turf title and the Argentine bred Invasor won the Classic and clinched the Horse of the Year title.

This year’s Breeders’ Cup will be held at Santa Anita Park in Arcadia, Calif., on Friday, Oct. 24 and Saturday, Oct. 25.  Championship Friday will feature five Breeders’ Cup races on the first-ever all female racing card. The Championships continue on Saturday with nine open Breeders’ Cup races. The 2009 Breeders’ Cup will also be held at Santa Anita.

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 is scheduled for Oct. 26-Nov. 29. Churchill Downs has hosted the Breeders’ Cup World Championships a record six times, and will host the international racing championship again on Nov. 5-6, 2010. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

About Breeders’ Cup
The Breeders’ Cup administers the Breeders’ Cup World Championships, Thoroughbred racing’s year-end Championships consisting of 14 races and $25.5 million in purses. The organization also administers the Breeders’ Cup Challenge qualifying series, and the Breeders’ Cup Stakes Program. Breeders’ Cup has offices in Lexington, Ky., and in New York City. Breeders’ Cup press releases appear on the Breeders’ Cup Web site, www.breederscup.com.

Churchill Downs and Great Britain’s Kempton Park Racecourse have announced a partnership to create a race for 3-year-old Thoroughbreds that will provide a clear path for the winner to a starting spot in the field for the 2009 running of the $2 million guaranteed Kentucky Derby Presented by Yum! Brands (Grade I).

The $150,000 Kentucky Derby Challenge Stakes (“KDCS”) is a 1 1/8-mile race that will be run clockwise over Kempton’s Polytrack course on March 18, 2009.  In addition to earning a guaranteed spot in the starting gate for the 135th running of the Kentucky Derby on Saturday, May 2, the KDCS winner will also receive a $100,000 bonus if the horse competes in the Kentucky Derby.

The Kentucky Derby Challenge Stakes is designed to encourage international participation in America’s greatest race.  There has not been an international competitor in the race since 2002, when there were three.  Those horses included the Aidan O’Brien-trained Johannesburg (8th) and Castle Gandolfo (12th), and Essence of Dubai (9th), who competed for Dubai-based Godolphin. Canonero II, based in Venezuela, shipped to Churchill Downs to score an upset win in the Kentucky Derby in 1971 and remains the only horse based outside of North America to win the race.

“The Kentucky Derby is naturally a compelling and exciting event, but the presence of international contenders always adds to the anticipation and intrigue surrounding America’s greatest race,” said Steve Sexton, president of Churchill Downs and executive vice president of Churchill Downs Incorporated.  “It has been wonderful to work with Kempton Park and officials of its owning body, Britain’s Jockey Club Racecourses, in this innovative effort to encourage the presence of an international competitor in the starting gate at Churchill Downs on the first Saturday in May.  A consistent international presence in the Derby will strengthen worldwide interest in our race and, in the long term, boost demand for the event as we work to expand distribution of Kentucky Derby wagering opportunities into new international markets.”

Churchill Downs will provide $90,000 of the purse while Kempton will contribute $60,000.  The $100,000 bonus, if awarded, will be provided by Churchill Downs.  The owner of the KDCS winner will still be responsible for all fees associated with the race, along with shipping costs.  The Triple Crown nomination fee makes the horse eligible for all of the American classics: the Kentucky Derby, the $1 million Preakness (GI) at Pimlico Race Course and the $1 million Belmont Stakes (GI) at Belmont Park.

The race will provide an additional incentive to owners and trainers who in the past may have been hesitant to point toward the Kentucky Derby because of uncertainty over whether their horse would have sufficient graded stakes earnings to qualify for the field.  European contenders, in particular, have been at a disadvantage because their racing season generally gets underway later than the North American schedule and offers few graded stakes opportunities early in the year.

“The Kentucky Derby Challenge Stakes at Kempton is a great initiative created by both Churchill Downs and Kempton Park,” said Dermot Weld, who saddled Irish-based Go and Go to win Belmont Stakes in 1990. “If I were to have the right horse for the job I would most definitely target the Kentucky Derby Challenge Stakes at Kempton as a qualifying race ahead of the ‘Run for the Roses’.”

“I think the Kentucky Derby Challenge Stakes is a great idea and hopefully we will have runners in it,” said Aidan O’Brien, the Irish-based trainer who has saddled 20 Group One stakes winners in Europe thus far in 2008.  O’Brien’s success in travels to the United States includes three victories in the Breeders’ Cup World Championships.

“There has long been significant international interest in participating in the Kentucky Derby, but the current system that successfully uses earnings in graded stakes races to determine eligibility to compete has discouraged some international stables from pointing toward our race,” said Sexton.  “The unique structure of the Kentucky Derby Challenge Stakes purse will provide the winning owner and trainer with an opportunity to focus on a Derby bid well in advance of the race.  We’ve been gratified by the positive response to the concept from major trainers overseas, and hope the interest generated by a regular international presence in the Kentucky Derby will encourage other owners and trainers to look more seriously at a trip to Churchill Downs for horses displaying the potential to be serious candidates for the Derby and the Triple Crown races.”

The Kentucky Derby Challenge Stakes will be run under lights at Kempton Park.  The race is an enhancement of a Conditions race that was won this year by Campanologist, who has since won the Group Two King Edward VII Stakes at Royal Ascot and finished second in the recent Group Two Sky Bet York Stakes at York.

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 is scheduled for Oct. 26-Nov. 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.