Courtney Norris – Director of Corporate Communications Robert L. Evans – Chairman and Chief Executive Officer William E.

Mudd – Executive Vice President and Chief Financial Officer

Steve T. Altebrando – Sidoti & Co.

LLC Amit Kapoor – Gabelli & Co., Inc. Jeff S.

Thomison – J.J.B. Hilliard, W.L.

Lyons LLC Steve T. Altebrando – Sidoti & Co.

LLC

Thank you Jonathan, good morning and welcome to this Churchill Downs Incorporated conference call to review the Company’s results for the first quarter ended March 31, 2013. The results were released yesterday afternoon in a news release that has been covered by the financial media.

A copy of this release announcing results and any other financial and statistical information about the period to be presented in this conference call, including any information required by Regulation G, is available at the section of the Company’s website titled 'News', located at churchilldownsincorporated.com as well as in the website’s Inventors section. Let me also note that a news release was issued advising of the accessibility of this conference call on a listen-only basis via phone and over the Internet.

As we begin, let me express that some statements made during this call will be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, expectations or beliefs about future events or results, or otherwise are not statements of historical facts.

The actual performance of the Company may differ materially from what is projected in such forward-looking statements. Investors should refer to statements included in reports filed by the Company with the Securities and Exchange Commission for a discussion of additional information concerning factors that could cause our actual results of operations to differ materially from the forward-looking statements made in this call.

The information being provided today is of this date only, and Churchill Downs Incorporated expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes and expectations. I will now turn the over to our Chairman and CEO; Bob Evans, Bob?

Thanks, Courtney. I don’t have any prepared comments today, other than what we put in the press release.

Let turn this over to our CFO, Bill Mudd, who will take you through some of the details regarding the numbers, then will be back and start to answer whatever questions you may have. Bill?

Thank you Bob and good morning everyone. Despite some challenges, which I will highlight in a few minutes.

We set records to both revenue and EBITDA for the first quarter. Revenues increased 7% to $148 million, while EBITDA improved 3% to $17.9 million.

Our racing segment posted revenues of $27.8 million, down 8% from the prior year. The only track that was conducted live racing during the period was our Fairgrounds property, which revenue decreased 2% on an equivalent number of race days.

The decline in total racing segment revenues was primarily driven by lower host days at Arlington Park. When there is no live racing in the state, the track is selected by the Illinois Racing Board to act as the host track.

Host track receives a percentage of revenues from pari-mutuel wagering activity at locations across the state. Arlington was awarded 44 days in 2012, but that number was reduced to 26 days in 2013 and is the primary reason for our racing revenues decreasing year-over-year.

This decision is made on a yearly basis, we don’t know what the decision will be for 2014. But certainly we will attempt to argue for return to 44 days we had in 2012.

Racing EBITDA was essentially even with the prior year perhaps a $1 million loss associated with fewer host days in Illinois was mostly offset by 400,000 of net insurance recoveries associated with hail damage sustained at Churchill Downs in April of last year. But we are on the racing segment, I am sure most of you want to know how the Derby is shaping up.

There’s not a lot more I can say than what was discussed during the last earnings call. But we continue to be very optimistic about this year’s performance.

The weather can always affect general admission attendance and wagering among other revenue sources. But all the leading metrics we track suggest another record year.

Our gaming segment posted revenues of $72.1 million during the quarter, up 21% to the prior year driven by the Riverwalk acquisition. We believe higher payroll taxes and delay in tax refund impacted revenues at all of our properties, but it had a more distinct effect on our Mississippi properties results.

Carlos had a tough start in the quarter where January revenues down 10%, February revenues down 8%. The margin prove to be a much better months with revenues up 7% and we are continuing to see positive results midway through April.

We believe these things in year-over-year performance are driven by the timing of refund cheques. For the quarter, both Mississippi properties cash 30% and 35% fewer checks in the previous year.

Hopefully this is only timing we pickup lost during the second quarter. We were pleased with the Riverwalk results for the period with revenues of $14.1 million.

The revenue profile was not back to similar the Harlow's with January and February revenues down approximately 7%, while March revenues increased $4 year-over-year. We found the March results for both Mississippi properties encouraging as the Mississippi River counties reported the 5.5% decline for the months adjusting we are gaining at both properties.

Our Calder property continue to feel the effects of new supply in the market, but did perform better than we expected. The year-over-year comparable results will become easier next quarter that the second quarter of last year is when we start seeing the impact as a new competition in the market.

Our Louisiana property has performed well this quarter where slots business increasing revenue about 3% and our video poker business increasing revenues by 2% year-over-year. Gaming EBITDA grew 2% to $20.8 million for the quarter primarily due to the addition of Riverwalk, which generated EBITDA after management fees of $4.5 million partially offsetting these increase was a prior year recognition of net insurance proceeds or $1.5 million related to win damage at Harlow’s.

In addition Harlow’s EBITDA excluding insurance recoveries decreased $1 million primarily from increased marketing expenses related to re-branding the facility, higher-end concerts for our brand opening and cost associated with closing down our temporary buffet and moving into new food venues. These costs are now behind us in our customer related entertainment costs.

We’ll now be focused on attracting high value players. Calder Casino recognized a gain during the prior year of $0.8 million, from the collection of receivables related to the 2005 Miami-Dade Gaming referendum, excluding this recovery our EBITDA was down $0.6 million driven by lower revenue.

Our Ohio joint venture Miami Valley Gaming is now fully approved by the Racing Commission in the Ohio Lottery. Instruction is moving along quickly and now we have still in the ground we have better visibility on the development timeline.

We are running ahead of schedule and slightly below budget and now expect open the facility in December of this year. Now let’s a look at our online segment, according to figures published by Equibase.com betting on U.S.

thoroughbred racing declined 2.8% to the period. The majority of this decline occurred in February when industry handle was down 6.6% and 10.8% fewer race days.

Due to schedule reductions and numerous weather related cancellation across the industry. Our online handle decreased 2.6% this quarter, leading to the declining revenues.

TwinSpires.com stop taking wagers in Illinois customers in mid-January as legislation allowing them to wager online expired. Excluding Illinois handle from both periods our online handle increased 4.5%, outpacing the industry growth rate about 7.3%, while it’s difficult to determine if we’re going to be successful, we’re working to get a new bill passed to allow residents to resume wagering online.

Online EBITDA was flat to the prior year at $10.4 million. The loss of Illinois handle reduced the EBITDA by approximately $0.6 million in the quarter.

In addition, we spend $0.8 million on the continued development in marketing of Luckity.com, an increase of $0.3 million compared to the prior-year. Offsetting these decreases was the prior year non-recurring expense related to an employee separation of $0.8 million.

Corporate EBITDA decreased $0.2 million due in part to an increase of equity and long-term incentive compensation of $0.5 million. Total EBITDA came in at $17.9 million, an improvement of 3% over the prior year.

Operating income was down $0.7 million as EBITDA improvements were offset by higher depreciation and amortization associated with Riverwalk acquisition. Our fully diluted earnings per share continuing operations was $0.06 compared to $0.08 in the prior year.

I’d like to highlight one more item before turning it over to Bob for questions, we then open the call for questions. Earlier this week, we amended our bank revolver subject to Louisiana state regulatory approvals, which we expect to receive mid to late May, a new facility increases our revolver to $500 million from $375 million provides an accordion feature with the increase the maximum aggregate $225 million on a secured basis and reduces the pricing schedule across the group.

The new agreement also provides for two tier financial leverage ratio covenant, which give us more flexibility with our debt structure. As we continue to grow the Company.

With that I’ll turn it over to Bob, who will open the call for questions. Bob?

Thank you, operator if you could help us open any of the questions we’ll be glad to take at this time.

Good morning guys, it looks like deferred revenue up about 15% year-over-year, how indicative of it, is that of profitability for the Derby?

Steve; deferred revenue is a combination of factors it can change because of the timing of when we invoice customers, it can change because of the timing of when we collect cash from customers. So, it’s one point in time is how that is measured, so I’d say that it’s better being up than this being down, from a expectation of revenue, but it did mean that your collecting cash later, so that could be bad as well.

So, we look at the cash free collect and obviously the other thing it could be because you have higher pricing or more volume going through. So, just be careful of looking at the balance sheet in making any assumption based on that.

I will go with more for my comments that made it. Metrics we’ve look at indicates that it should be a very strong Derby.

Okay, and in terms of Harlow’s how much of the million dollar decline related to just one-time expense from marketing.

Grab that real quick, I have it, but I just want to make sure that I’m looking at it correctly. Not $400.000.

Okay, and then just lastly some color on the buyback, just curious how you’re viewing it, is it more of opportunistic or it’s generally the plan to exhaust the authorization through ’15.

We didn’t make any comments about how we’re thinking about that Steve, we did put the buyback in place because we view the stock as cheap, but we’re obviously not going to save what price we about to stock that.

Okay, Thank you.

Thank you. Our next question comes from the line of Amit Kapoor from Gabelli & Co., your question please.

Good morning, thank you. Robert L.

Evans Good morning Amit.

Good morning, can you there was nothing in the press release, could you please comment on any updates on Luckity or any measures there, any new metrics that you’re tracking in terms of customer acceptance improvement there. We’d appreciate that color, thank you.

Hi, it’s Bill Carstanjen. I’m going to take that question.

Good morning. We spend a lot of time with the customers that we’ve acquired and really the focus to-date has been on refining the product to make it better meet their expectations to improve their redeposit rates.

We have not to-date really kicked off marketing in any serious way because the approach we’ve taken to building out this product is we really want to be confident that we got a product that we believe the customers will not only be attracted to, but once they are attracted to will be able to retain them. So the products got to be good enough to meet the hurdle of getting the customer to redeposit funds after they play the first time.

I think, and our expectation, we’re still a couple of sprints, as we call them, a couple of releases away from that. But I think you’ll see over the second quarter and the beginning of the third quarter, we’ll get there and we’ll start to market heavily at that point.

We truly test the capability of this product in the market space. We have been encouraged that we’re getting better and when we introduce the product into marketplace late in the fourth quarter, we did acquire some customers and we continue to work with that group primarily instead of worrying about attracting masses of new ones.

Okay, that’s a positive sign, but we’re not quite there yet.

Okay. Thank you.

What is most encouraging in terms of feedback that you are getting from these customers?

In my opinion the most positive thing that we’re hearing is that there is a niche for a product like this that…

Okay.

This is real money gaming, but it has elements of social gaming and it’s a niche that’s not really well filled in the U.S. market.

So, in my opinion what’s most encouraging is there are customers out there that seem to be looking for a product like this that isn’t generally easy to find in the U.S. market.

Thank you.

Yeah, I’m Bob. I’ve one another comment to that.

My perspective on what I find encouraging is that we are starting to find that we have better customers. People play a significant amount of money and secondarily that they are redepositing.

So they are not just doing it once and stopping there, continuing to play after their first (inaudible) with us. So I find that really positive.

Appreciate that.

Thanks and good morning. As we approach this first week of May, I was hoping to get some qualitative and/or quantitative commentary from you guys.

Regarding a comparison of Kentucky Derby Week 2013 versus 2012 and that could include things such as changes or differences in steering capacity, pricing, sponsorships, industry environment and then obviously security, but just some comments on how all the event might be a little different this year.

That’s covering a lot of ground.

You can tell just a few of them then.

So in terms of steering capacity, the only significant addition that we put in place this year is the mansion, which is sold out. I’m sure there is a seat left in there somewhere, but essentially that’s sold out and in the Section 110 where we put it some stadium-style, sort of football or baseball stadium-style seating, so that added a bit of capacity.

And then we opened last fall an area off of the paddock called the Plaza, which is outdoors and provides some additional capacity as well. So not a lot of capacity, but the stuff we added tended to be higher end in terms of pricing.

So that’s the best I can give you there. The big wildcard of course is what the weather does on Oaks and Derby day and that has some influence on how many people show up that day by tickets that day and occupy primarily the infield.

So, in terms of seating, I’d say, those are the highlights, did take some price increases this year. So we should see that reflected in our result as well.

TV deals are multi-year deals. So that’s essentially locked in the sponsorship deals, we were able to grow a bit this year.

So we feel pretty good about that. We may have an announcement in that area over the next week-and-a-half.

So, keep an eye out for that one. And then the other sort of large kind of the revenue stream is pari-mutuel wagering.

That ends up being a function of how competitive the field is. We assume we have 20 starters.

I know it’s a very competitive field, but wagering would be better and if we get good weather that would help us as well. So basically at this point the two wild cards are what happens to, they have attendance, primarily infield, what happens to the wagering reports.

Great. That was a good job, Bob.

Jeffery, anything else?

That’s all I had. I’ll follow-up later today.

Hi. With regards to ADW and Illinois, are you seeing any composition to reinstating the law or is just a matter of getting the organization together and if you can provide any color on that would be helpful.

Thank you.

Hi, Steve. It’s Bill Carstanjen.

What happened in Illinois is the law that had been on the books expired and so it’s necessary for the legislature to take action to repass the law or repass the similar law. ADW and Illinois is not a controversial subject.

It’s not something that we are aware if there’s any opposition to, I’m afraid that the bill just got caught up in broader Illinois politics, which of course can be in one sense that’s encouraging and in another sense it’s frustrating, but our team is working very hard to position that issue to get resolved legislatively as soon as possible and of course that’s been for the team that’s been a hurdle for us because it absorbed and then some the organic growth that’s otherwise in the business. By that, I mean losing the core Illinois business that was there.

Okay. That’s helpful.

Thank you.

All right. Guys, thanks very much for joining us today, appreciate it.

We’re going to be kind of busy over the next 10 days. I’m sure you will understand and hopefully the night of the Derby, we’ll be able to get a press release out with some of the preliminary results.

Thanks very much and talk to you again next quarter.