8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2010

CHURCHILL DOWNS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Kentucky	001-33998	61-0156015
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Central Avenue, Louisville, Kentucky 40208

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (502) 636-4400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation of FD Disclosure.

Churchill Downs Incorporated (the “Company”) will hold its 2010 Annual Meeting of Shareholders on Thursday, June 17, 2010 (the “Annual Meeting”). A copy of the presentation that will be given by the Company’s Chief Executive Officer at the Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

This information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit relating hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	2010 Annual Meeting of Shareholders Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHURCHILL DOWNS INCORPORATED
June 17, 2010	By:	/s/     REBECCA C. REED
		Rebecca C. Reed
		Senior Vice President and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	2010 Annual Meeting of Shareholders Presentation

EX-99.1

2010

Shareholders’

Meeting

June 17, 2010

Churchill

Downs

Racetrack

Louisville, KY

Exhibit 99.1

Forward-Looking Statements

In

addition

to

historical

facts

or

statements

of

current

conditions,

this

document

contains

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

fact.

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

discussion

of

additional

information

concerning

factors

that

could

cause

our

actual

results

of

operation

to

differ

materially

from

the

forward-looking

statements

made

in

this

presentation.

The

information

being

provided

today

is

as

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

in

expectations.

Page 2

Churchill Downs Incorporated

Building a Growth-Based Company

Annual Shareholders Meeting

Bob Evans, President & CEO

June 18, 2009

Louisville, Kentucky

Page 3

Gaming

Entertainment

Online

Racing

Racing

…

the

Kentucky

Oaks

and

Kentucky

Derby

and

386

days

of

racing

at

our

4

tracks:

Arlington

Park,

Calder

Race

Course,

Churchill

Downs

Racetrack

and

Fair

Grounds

Race

Course.

Entertainment

…

HullabaLOU

Music

Festival;

Fork,

Cork

&

Style

and

other

events

in

development.

Gaming

…

Calder

Casino,

Studz

Poker

Club

and

Fair

Grounds

Slots,

which

includes

1,863

slot

machines

and

807

video

poker

machines

in

Louisiana

and

Florida.

Online

…

TwinSpires.com,

Youbet.com,

Bloodstock

Research

Information

Services

and

50%

of

HRTV.

Racing is Our Core Business

Page 4

69%

16%

14%

1%

Racing

Online

Gaming

Entertainment &

Other

93%

0%

6%

1%

0

10

20

30

40

50

60

70

80

90

2006

2007

2008

2009

EBITDA

Up 30%

Core business EBITDA

EBITDA from hurricane insurance gains

53%

21%

28%

-3%

Racing

Online

Gaming

Entertainment &

Other

88%

0%

15%

-2%

200

250

300

350

400

450

500

2006

2007

2008

2009

Revenue Up

17%

2009

2006

Revenue

A

Earnings Before Interest, Taxes, Depreciation &

Amortization (EBITDA)

C

% of Revenue

B

% of EBITDA

D

Page 5

U.S. Thoroughbred Industry Handle (000's of Dollars)

0

2,000,000

4,000,000

6,000,000

8,000,000

10,000,000

12,000,000

14,000,000

16,000,000

Source:

The

Jockey

Club

Online

Fact

Book

--2010

Projected

based

on

extrapolation

of

May

year-to-date

actual

data

to

the

full

year

Page 6

Source:

The

Jockey

Club

Online

Fact

Book

--U.S.

Department

of

Commerce,

Bureau

of

Economic

Analysis

--American

Gaming

Association

--2010

Projected

based

on

extrapolation

of

First

Quarter

actual

data

to

the

full

year

Consumer

Wagering

on

Thoroughbred

Racing

and

at

Casinos

as

%

of

U.S.

Disposable

Personal

Income

0.000%

0.010%

0.015%

0.020%

0.025%

0.030%

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Proj.

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Racing

Casinos

Page 7

Number of U.S. Thoroughbred Races

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Proj.

Source:

The

Jockey

Club

Online

Fact

Book

--2010

Projected

based

on

extrapolation

of

May

year-to-date

actual

data

to

the

full

year

Page 8

U.S. Thoroughbred Foal Crop +3 Years

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Source:

The

Jockey

Club

Online

Fact

Book

--Data

has

been

time-shifted

to

illustrate

the

effect

of

one

year’s

foal

crop

on

the

number

of

3-year-olds

three

years

later

Page 9

Churchill Downs is Investing in the               

Future of Racing

Our $120 million investment in our casinos

at Fair Grounds and Calder could generate

over $20 million in purses

Our $220 million investment in TwinSpires.com

and Youbet.com

will generate over $39 million in

purses.

Churchill Downs will host the Breeders’

Cup in 2010 and 2011, for a record 7th

and

8th

time.

2009 American Idol winner

Kris Allen auditioned at

Churchill Downs

All CDI tracks’

video now in

High Definition

Downs After Dark brought nearly 90,000

to the track

CDI’s Safety From Start to Finish

initiative leads the industry

New store at Louisville airport expands

awareness of Racing

2010 American Idol winner

Lee DeWyze

appeared at

Arlington Park

Our COO Bill Carstanjen

starred in Undercover Boss

Page 10

On Track Live

Internet (ADW)

Rebate

Other Tracks and OTBs

% of Total Handle

11%

9%

10%

70%

Margins

% of Handle to CDI

8.5%

4.5%

3.1%

1.9%

% of Handle to Purses

8.5%

5.5%

3.1%

1.9%

Margins by Wagering Channel

Note:

These are averages, amounts by track will vary

Page 11

Oaks attendance of 116,046 a new record

21% above Preakness attendance

61% above Belmont attendance*

Oaks (full-day) handle of $36 million also a new

record

* (source: Business First)

Derby attendance of 155,804 up 1.5% over 2009, 6th

highest ever

Derby

(full-day)

handle

of

$163

million

4

th

highest

ever

Oaks/Derby merchandise up 9%

Oaks/Derby sponsorships up 5%

New event Taste of Derby

sold out

Record Oaks/Derby EBITDA

Page 12

Prep 1

LA Derby

Lane’s End

Mar. 27

Prep 2

SA Derby

Wood Mem.

Apr. 3

Prep 3

AR Derby

Bluegrass

Apr. 10

KY Oaks

Apr. 30

KY Derby

May 1

Average

Derby

Preps

viewership

of

1.2

million

up

37%;

more

female

(52%

vs.

40%);

and

younger

(by

3

years).

Derby

viewership

of

16.5

million

an

all-time

record.

CDI now produces 7 hours of live TV coverage of

horseracing spanning 6 weeks

We are working to expand TV coverage

beginning in 2011

Page 13

Calder Casino Opened January 22, 2010

Page 14

Our Gaming Business Produced 14% of our Revenue

and 28% of our EBITDA in 2009

Number of

Machines

Annual Gross

Gaming Revenue

Annual Purse

Contribution

% Increase in

Purses

Fairgrounds Slots

618

$44.8 million

$8.1 million

+52%

Louisiana Video Poker

807

$32.7 million

$6.5 million

(8)%

Calder Casino

1,245

$80-100 million

$7-8 million

New for 2010

Totals

2,670

$157-177 million

$21-23 million

+44%

New “Kentucky Derby”

branded slot machine.

Page 15

Our Online Business Produced 16% of our Revenue

and 21% of our EBITDA in 2009

2007

(7 Months)

2008

2009

Q1 2010         

(3 months)

CDI Online Business Handle

$86.6 mil.

$234.4 mil.

$329.7 mil.

$83.0 mil.

% of Total U.S. Thoroughbred Handle

0.6%

1.7%

2.7%

3.0%

CDI Online Business Revenue

$18.3 mil.

$46.7 mil.

$64.3 mil.

$16.5 mil.

Page 16

Our Online Business Should Continue to Grow With

the Acquisition of Youbet.com

New

TwinSpires.com

/

Youbet.com

Customer

Call

Center

in

Lexington,

KY

(approx.

100

employees)

+

2007

(7 Months for

TwinSpires.com)

2008

2009

Q1 2010 

(3 months)

CDI Online Business Handle

$86.6 mil.

$234.4 mil.

$329.7 mil.

$83.0 mil.

Youbet.com

Handle

$484.2 mil.

$438.3 mil.

$480.3 mil.

$115.7 mil.

Total Handle

$570.8 mil.

$672.7 mil.

$810.0 mil.

$198.7 mil.

% of Total U.S. Thoroughbred Handle

3.8%

4.9%

6.1%

7.1%

CDI Online Business Revenue

$22.3 mil.

$54.0 mil.

$71.5 mil.

$18.1 mil.

Youbet.com

Revenue

$97.7 mil.

$85.8 mil.

$90.7 mil.

$21.8 mil.

Total Revenue

$120.0 mil.

$139.8 mil.

$162.2 mil.

$39.9 mil.

Page 17

Page 18

Entertainment

Page 19

Supporting Our Communities

In the past year, CDI

has contributed over   

$ 2.0 million

Page 20

Churchill

Downs

Incorporated

Stock

Price

(NASDAQ:

CHDN)

2007

2008

2009

2010

(thru June 10th)

Annual Performance Rank:  Annual Share Price Change

Top

CHDN

+22.3%

CHDN

-13.5%

CHDN

-16.1%

Russell 2000

+26.9%

Middle

S&P 500

+12.7%

S&P 500

-17.4%

Russell 2000

-20.4%

S&P 500

+19.7%

Bottom

Russell 2000

+9.4%

Russell 2000

-18.5%

S&P 500

-22.3%

CHDN

+4.0%

Cumulative Performance Rank:  2006 Index = 100

CHDN

122

106

89

92

Russell 2000

109

89

71

90

S&P 500

113

93

72

87

Page 21

CDI:

Racing,

Gaming

&

Entertainment

Delivered

Onsite

&

Online

Page 22