X0306 4 2015-11-19 0 0000020212 CHURCHILL DOWNS INC CHDN 0001117661 Duchossois Group, Inc. 845 LARCH AVENUE ELMHURST IL 60126 0 0 1 0 0001078976 DUCHOSSOIS CRAIG J 845 LARCH AVENUE ELMHURST IL 60126 1 0 1 0 0000923231 DUCHOSSOIS RICHARD L 845 LARCH AVENUE ELMHURST IL 60126 1 0 1 0 Common Stock 2015-11-19 4 D 0 944756 146.13 D 2000000 D Common Stock 3373 I The Chamberlain Group, Inc Common Stock 137141 I By Spring Creek Investors II LLC Common Stock 166047 I By RLD Revocable Trust Common Stock 17646 I By CJD Revocable Trust This form is a joint filing by The Duchossois Group, Inc. ("TDG"), Richard L. Duchossois and Craig J. Duchossois. Richard L. Duchossois and Craig J. Duchossois, by virtue of their relationship with TDG, may be deemed to beneficially own the shares of common stock of Churchill Downs Incorporated (the "Issuer") that are held by TDG. Richard L. Duchossois and Craig J. Duchossois disclaim beneficial ownership with respect to the shares of common stock of the Issuer held by TDG, except with respect to each individual's pecuniary interest in such shares attributable to him by virtue of his respective equity interest in TDG. Richard L. Duchossois and Craig J Duchossois, by virtue of their relationship with The Chamberlain Group, Inc. and TDG, may be deemed to beneficially own the shares of the Issuer that are held by The Chamberlain Group, Inc. and which TDG may be deemed to beneficially own. Richard L. Duchossois and Craig J Duchossois disclaim beneficial ownership with respect to the shares of the Issuer that are owned by The Chamberlain Group, Inc., except with respect to each individual's pecuniary interest in such shares attributable to him by virtue of his respective equity interest in TDG. Reflects shares of common stock of the Issuer that are owned directly by Spring Creek Investors II LLC ("SCI") and not by TDG. Richard L. Duchossois and Craig J. Duchossois, by virtue of their relationship with SCI, may be deemed to beneficially own the shares of the Issuer that SCI may be deemed to beneficially own. TDG disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by SCI. Reflects shares of common stock of the Issuer beneficially owned by Mr. Richard L. Duchossois and not by TDG or Mr. Craig J. Duchossois. Reflects shares of common stock of the Issuer beneficially owned by Mr. Craig J. Duchossois and not by TDG or Mr. Richard L. Duchossois. /s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois 2015-11-23 /s/ Eric A. Reeves, attorney-in-fact for Craig J. Duchossois 2015-11-23 /s/ Eric A. Reeves, Vice President and General Counsel of The Duchossois Group, Inc. 2015-11-23