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Churchill Downs Unveils $95 Million Phase II of Racetrack Renovation Plan

Construction on Phase II of the renovation is scheduled to begin at the conclusion of the historic track's 2003 Spring Meet and will be completed by early 2005. When coupled with the $26 million Phase I now underway at the track, the $121 million Master Plan constitutes the most ambitious capital improvement in the 128-year history of the Louisville, Ky., racetrack. The clubhouse renovations in Phase II will feature:

* New track entrances at Gate 17 (off Central Avenue near the paddock) and Gate 10 (off Longfield Avenue), including a grand entrance at Gate 17 that will serve as the track's new primary entrance;

* At least a dozen new sixth floor luxury suites;

* A new and expanded Turf Club;

* A new Millionaire's Row and Skye Terrace;

* Premium indoor and outdoor third-floor box seating;

* New dining and entertainment areas, including a food court and two lounges;

* Integrated simulcast wagering areas throughout the clubhouse;

* New elevators and escalators;

* Expanded restroom facilities (50-percent increase in number of restroom positions);

* A new Gold Room for members of the Twin Spires Club;

* A new press box and relocated media compound for network television satellite trucks and other media facilities;

* A new central kitchen and satellite kitchen facilities; and

* New delivery and storage facilities for food and other items.

"There have been many exciting days in the history of Churchill Downs, but few have carried the importance of this day," said John Long, interim president of Churchill Downs and CDI's chief operating officer. "The board's action to approve Phase II of our Master Plan renovation is more than an expression of faith in the future of Churchill Downs and the Kentucky Derby. It is also a strong investment in this community and the entire region. Next year marks the 129th consecutive year that we have celebrated the history and excitement of the Derby. The decision by the CDI board to invest in the future of Churchill Downs and its great race will assure that the Derby's traditions will be celebrated here by many generations of racing fans to come."

While creating new venues that will allow the racetrack to maximize its marquee racing events, the Derby and Oaks, the rebuilt clubhouse will also generate new operational efficiencies and encourage year-round use of the facility. The new clubhouse floor plans will consolidate customer flow in the property's renovated core on normal race days and allow employees to focus their efforts and better serve guests. Additionally, the new hospitality venues created through Phases I and II will produce new group sales opportunities both inside and outside the live racing calendar. This approach will give race fans and community members a reason to visit Churchill Downs every day of the year.

Once Phase II construction is complete, the Company will also move simulcast operations from Trackside Louisville and consolidate them in the new clubhouse structure, which has been designed with the simulcast patron in mind. The renovations will create numerous locations throughout the clubhouse for patrons to easily watch and wager year-round on Churchill Downs Simulcast Network tracks as well as other racing products. Since simulcast-wagering venues will be integrated throughout the new structure, preliminary plans for a simulcast tele-theatre have been put on hold. However, an area for such a venue will be shelled in adjacent to the clubhouse, should additional space be needed in the future.

Trackside Louisville, which hosts simulcast wagering while Churchill Downs is not conducting live racing, will continue to serve as a year-round racehorse boarding and training facility and will be opened on Oaks, Derby and Breeder's Cup Days as it has in years past to accommodate additional customers.

Preliminary plans to install lights around Churchill Downs' one-mile dirt track and seven-furlong turf course have also been deferred to a later date.

"By refining our preliminary Phase II plans and better integrating simulcast-wagering venues throughout the rebuilt facility, we were able to 'right-size' the new clubhouse area," said Long. "In the process, we were able to trim $6 million from our original $127 million estimate for the entire Master Plan project.

"This ambitious renovation will significantly improve the customer experience on major race days and throughout the year and allow Churchill Downs, an important contributor to the regional economy, to better compete with the more modern sports and entertainment facilities in our area," he added.

The completion of Phase I -- which includes the construction of 59 luxury suites and new meeting and kitchen facilities above the grandstand -- and Phase II will result in a gain of 2,800 seats. The new seating will raise the track's permanent seating capacity to more than 51,000. Phases I and II combined will add nearly 404,000 square feet, more than half of which will be devoted to new seating, hospitality venues and amenities at the venerable track that has presented the Kentucky Derby each year without interruption since 1875.

The two-phase Master Plan is the latest in a series of renovations and improvements that began when Thomas H. Meeker became the track's president in 1984. The first of those projects was $25 million in renovations that culminated in 1988 in the first of five visits to Churchill Downs by the Breeders' Cup World Thoroughbred Championships. The most recent of those projects was the construction of the $4 million Gate 1 building, a two-story structure that provided a new primary entrance to the track and its infield along with new corporate offices and security facilities.

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, Ky., the flagship racetrack of Churchill Downs Incorporated (Nasdaq: CHDN) also operates Trackside Louisville, an off-track betting facility. Churchill Downs will conduct the 129th running of the Kentucky Derby on May 3, 2003. The track has served as host to the Breeders' Cup World Thoroughbred Championships a record five times. The 2002 Fall Meet at Churchill Downs is scheduled for Oct. 27 through Nov. 30.

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