X0306 4 2016-11-30 1 0000020212 CHURCHILL DOWNS Inc CHDN 0001117661 Duchossois Group, Inc. 444 WEST LAKE, SUITE 2000 CHICAGO IL 60606 0 0 1 0 0001667474 CDI Holdings LLC 444 W. LAKE, SUITE 2000 CHICAGO IL 60606 0 0 1 0 0000923231 DUCHOSSOIS RICHARD L 444 W. LAKE, SUITE 2000 CHICAGO IL 60606 1 0 1 0 0001078976 DUCHOSSOIS CRAIG J 444 W. LAKE, SUITE 2000 CHICAGO IL 60606 1 0 1 0 Common Stock 2017-06-09 4 D 0 1000000 158.78 D 1000000 I By CDI Holdings LLC Common Stock 2016-11-30 4 S 0 137141 148.75 D 0 I By Spring Creek Investors II, LLC Common Stock 3373 I By The Chamberlin Group, Inc. Common Stock 165947 I By RLD Revocable Trust Common Stock 4548 I By Richard L. Duchossois Common Stock 17646 I By CJD Revocable Trust This form is a joint filing by The Duchossois Group, Inc. ("TDG"), CDI Holdings LLC ("Holdings"), Richard L. Duchossois and Craig J. Duchossois. TDG is the sole member and manager of Holdings. 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 owned by Holdings 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 common stock of the Issuer owned by Holdings, except with respect to each individual's pecuniary interest in such shares attributable to him by virtue of his respective equity interest in TDG. These are the same shares reflected in the Form 4 filings of Richard L. Duchossois and Craig J. Duchossois that are being filed simultaneous herewith. Richard L. Duchossois and Craig J. Duchossois, by virtue of their relationship with Spring Creek Investors II LLC, may be deemed to benefically own the shares of common stock of the Issuer that are owned by Spring Creek Investors II LLC. Richard L. Duchossois and Craig J. Duchossois disclaim beneficial ownership with respect to the shares of common stock of the Issuer owned by Spring Creek Investors II LLC, except with respect to each individual's pecuniary interest in such shares. These are the same shares reflected in the Form 4 filings of Richard L. Duchossois and Craig J. Duchossois that were filed on 12/2/2016. 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 common stock of the Issuer that are owned 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 common stock of the Issuer 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 beneficially owned by Richard L. Duchossois and not by TDG, Holdings or Craig J. Duchossois. Reflects shares of common stock of the Issuer beneficially owned by Craig J. Duchossois and not by TDG, Holdings or Richard L. Duchossois. /s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois 2017-06-13 /s/ Eric A. Reeves, attorney-in-fact for Craig J. Duchossois 2017-06-13 /s/ Eric A. Reeves, Vice President and General Counsel of The Duchossois Group, Inc. 2017-06-13 /s/ Eric A. Reeves, Vice President and General Counsel of CDI Holdings LLC 2017-06-13