What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-26 · 56 added, 55 removed, 136 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports that we filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports that we filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by the Securities and Exchange Commission Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

7 unchanged sentences

Based upon our evaluation under the framework in the Internal Control-Integrated Framework (2013) management has concluded that Churchill Downs Incorporated's internal control over financial reporting was effective as of December 31, 2020.

In January 2019, we completed the Presque Isle Transaction, and in October 2019, we completed the Turfway Park Acquisition, and have not fully incorporated the internal controls and procedures with respect to these transactions as the integration activities are ongoing.

Accordingly, management excluded Presque Isle and Turfway Park from its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2019.

Presque Isle and Turfway Park represented approximately 10.7% of consolidated net revenues of the Company for the year ended December 31, 2019, and approximately 9.3% of consolidated total assets as of December 31, 2019.

/s/ William C.

20 unchanged sentences

Dall 57 Executive Vice President and Chief Financial Officer since October 2015;

Executive Vice President and Chief Financial Officer of Erie Insurance Group / Erie Indemnity Company, a public corporation (Nasdaq:

Executive Vice President and Chief Financial Officer of Erie Insurance Group and Erie Indemnity Company, a public corporation (Nasdaq:

ERIE), from March 2009 through October 2015.

13 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Shareholders’ Equity

10 unchanged sentences

Numbers Description By Reference To

Stock Purchase Agreement, dated as of November 29, 2017, by and among Aristocrat Technologies, Inc., Churchill Downs Incorporated and Big Fish Games, Inc.

Exhibit 2.1 to Current Report on Form 8-K (Commission file number 001-33998) filed on November 30, 2017**

Amended and Restated Articles of Incorporation of Churchill Downs Incorporated, as amended and restated on January 25, 2019 Exhibit 3.2 to Current Report on Form 8-K (Commission file number 001-33998) filed January 17, 2019

Amended and Restated Bylaws of Churchill Downs Incorporated, as amended July 3, 2012 Exhibit 3.2 to Current Report on Form 8-K (Commission file number 001-33998) filed July 10, 2012

Rights Agreement, dated as of March 19, 2008 by and between Churchill Downs Incorporated and National City Bank Exhibit 4.1 to Current Report on Form 8-K (Commission file number 000-01469) filed March 17, 2008

Amended and Restated Articles of Incorporation of Churchill Downs Incorporated, as amended and restated on January 25, 2019 Exhibit 3.2 to Current Report on Form 8-K filed January 17, 2019

Amended and Restated Bylaws of Churchill Downs Incorporated, as amended July 3, 2012 Exhibit 3.2 to Current Report on Form 8-K filed July 10, 2012

Rights Agreement, dated as of March 19, 2008 by and between Churchill Downs Incorporated and National City Bank Exhibit 4.1 to Current Report on Form 8-K filed March 17, 2008

Indenture, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S.

Bank National Association Exhibit 4.1 to Current Report on Form 8-K (Commission file number 001-33998) filed December 27, 2017

Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed December 27, 2017

Indenture, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S.

Bank National Association Exhibit 4.1 to Current Report on Form 8-K (Commission file number 001-33998) filed March 26, 2019

Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 26, 2019

Registration Rights Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P.

Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K (Commission file number 001-33998) filed December 27, 2017

Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K filed December 27, 2017

Registration Rights Agreement, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P.

Morgan Securities, LLC Exhibit 4.2 to Current Report on Form 8-K (Commission file number 001-33998) filed March 26, 2019

(f) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934***

10 (a) Churchill Downs Incorporated Amended and Restated Supplemental Benefit Plan effective December 1, 1998* Exhibit 10(a) to Annual Report on Form 10-K (Commission file number 000-01469) for the fiscal year ended December 31, 1998 filed March 31, 1999

Churchill Downs Incorporated Amended and Restated Deferred Compensation Plan for Employees and Directors* Exhibit 10(a) to Quarterly Report on Form 10-Q (Commission file number 000-01469) for the fiscal quarter ended March 31, 2001 filed May 15, 2001

Lease Agreement, dated as of January 1, 2002, by and between the City of Louisville, Kentucky and Churchill Downs Incorporated Exhibit 2.1 to Current Report on Form 8-K (Commission file number 000-01469) filed January 6, 2003

2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 000-01469) filed June 21, 2005

2006 Amendment to 2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 000-01469) filed June 8, 2006

Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan* Exhibit A to Schedule 14A (Commission file number 000-01469) filed April 30, 2007

Amendment to Churchill Downs Incorporated 2005 Deferred Compensation Plan Adopted June 28, 2007* Exhibit 10(b) to Quarterly Report on Form 10-Q (Commission file number 000-01469) for the fiscal quarter ended June 30, 2007 filed August 7, 2007

Morgan Securities, LLC Exhibit 4.2 to Current Report on Form 8-K filed March 26, 2019

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934***

10 (a) Churchill Downs Incorporated Amended and Restated Supplemental Benefit Plan effective December 1, 1998* Exhibit 10(a) to Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed March 31, 1999

Churchill Downs Incorporated Amended and Restated Deferred Compensation Plan for Employees and Directors* Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 filed May 15, 2001

Lease Agreement, dated as of January 1, 2002, by and between the City of Louisville, Kentucky and Churchill Downs Incorporated Exhibit 2.1 to Current Report on Form 8-K filed January 6, 2003

2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K filed June 21, 2005

2006 Amendment to 2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K filed June 8, 2006

Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan* Exhibit A to Schedule 14A filed April 30, 2007

Amendment to Churchill Downs Incorporated 2005 Deferred Compensation Plan Adopted June 28, 2007* Exhibit 10(b) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 filed August 7, 2007

Third Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.2 to Current Report on Form 8-K filed December 19, 2019

Amended and Restated Terms and Conditions of Performance Stock Awards Issued Pursuant to the Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan, dated as of December 19, 2008* Exhibit 10.1 to Current Report on Form 8-K filed December 22, 2008

First Amendment to the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997), effective November 14, 2008* Exhibit 10 (vv) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009

Numbers Description By Reference To

Third Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan* Exhibit 10.2 to Current Report on Form 8-K (Commission file number 001-33998) filed December 19, 2019

First Amendment to the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997), effective November 14, 2008* Exhibit 10 (vv) to Annual Report on Form 10-K (Commission file number 001-33998) for the fiscal year ended December 31, 2008 filed March 4, 2009

2005 Churchill Downs Incorporated Deferred Compensation Plan (As Amended as of December 1, 2008)* Exhibit 10 (ww) to Annual Report on Form 10-K (Commission file number 001-33998) for the fiscal year ended December 31, 2008 filed March 4, 2009

Churchill Downs Incorporated Executive Severance Policy (Amended Effective as of November 12, 2008)* Exhibit 10 (xx) to Annual Report on Form 10-K (Commission file number 001-33998) for the fiscal year ended December 31, 2008 filed March 4, 2009

Form of Churchill Downs Incorporated Restricted Stock Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10(LL) to Annual Report on Form 10-K (Commission file number 001-33998) for the fiscal year ended December 31, 2011 filed March 12, 2012

Churchill Downs Incorporated Executive Annual Incentive Plan, effective January 1, 2013* Exhibit A to Schedule 14A (Commission file number 001-33998) filed May 3, 2012

Amendment to the Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan* Exhibit B to Schedule 14A (Commission file number 001-33998) filed May 3, 2012

2005 Churchill Downs Incorporated Deferred Compensation Plan (As Amended as of December 1, 2008)* Exhibit 10 (ww) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009

Churchill Downs Incorporated Executive Severance Policy (Amended Effective as of November 12, 2008)* Exhibit 10 (xx) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009

Form of Churchill Downs Incorporated Restricted Stock Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10(LL) to Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed March 12, 2012

Churchill Downs Incorporated Executive Annual Incentive Plan, effective January 1, 2013* Exhibit A to Schedule 14A filed May 3, 2012

Amendment to the Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan* Exhibit B to Schedule 14A filed May 3, 2012

Form of Restricted Stock Agreement pursuant to the 2007 Omnibus Stock Incentive Plan, dated as of February 9, 2015, by and between Churchill Downs Incorporated and each of William C.

Carstanjen and William E.

Mudd* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed February 12, 2015

Form of Churchill Downs Incorporated Restricted Stock Unit Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10.1A to Current Report on Form 8-K (Commission file number 001-33998) filed September 28, 2015

Form of Churchill Downs Incorporated Performance Share Unit Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10.1B to Current Report on Form 8-K (Commission file number 001-33998) filed September 28, 2015

Stock Repurchase Agreement, dated as of June 9, 2017, by and between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed June 12, 2017

Amended and Restated Stockholder’s Agreement, dated as of June 9, 2017, by and between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.2 to Current Report on Form 8-K (Commission file number 001-33998) filed June 12, 2017

Mudd* Exhibit 10.1 to Current Report on Form 8-K filed February 12, 2015

Form of Churchill Downs Incorporated Restricted Stock Unit Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10.1A to Current Report on Form 8-K filed September 28, 2015

Form of Churchill Downs Incorporated Performance Share Unit Agreement pursuant to the 2007 Omnibus Stock Incentive Plan* Exhibit 10.1B to Current Report on Form 8-K filed September 28, 2015

Stock Repurchase Agreement, dated as of June 9, 2017, by and between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.1 to Current Report on Form 8-K filed June 12, 2017

Stock Repurchase Agreement, dated February 1, 2021, between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.1 to Current Report on Form 8-K filed February 2, 2021

Credit Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A.

and PNC Bank, National Association Exhibit 4.3 to Current Report on Form 8-K (Commission file number 001-33998) filed December 27, 2017

Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Units Agreement* Exhibit 10(a) to Quarterly Report on Form 10-Q (Commission file number 001-33998) for the fiscal quarter ended June 30, 2016 filed August 3, 2016

Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed April 29, 2016

and PNC Bank, National Association Exhibit 4.3 to Current Report on Form 8-K filed December 27, 2017

First Amendment to Credit Agreement, dated March 16, 2020, among Churchill Downs Incorporated, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., and PNC Bank, National Association Exhibit 10.1 to Current Report on Form 8-K filed March 16, 2020

Second Amendment to Credit Agreement, dated April 28, 2020, among Churchill Downs Incorporated, the subsidiary guarantors and the lenders party thereto, and JPMorgan Chase Bank, N.A., and PNC Bank, National Association Exhibit 10.1 to Current Report on Form 8-K filed April 29, 2020

Third Amendment to Credit Agreement, dated February 1, 2021, among Churchill Downs Incorporated, the subsidiary guarantors and the lenders parties thereto, and JPMorgan Chase Bank, N.A.

Exhibit 10.2 to Current Report on Form 8-K filed February 2, 2021

Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Units Agreement* Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed August 3, 2016

Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan* Exhibit 10.1 to Current Report on Form 8-K filed April 29, 2016

Numbers Description By Reference To

First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan* Exhibit B to Schedule 14A (Commission file number 001-33998) filed March 29, 2016

Churchill Downs Incorporated Restricted Stock Unit Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed December 19, 2019

First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan* Exhibit B to Schedule 14A filed March 29, 2016

Churchill Downs Incorporated Restricted Stock Unit Deferred Compensation Plan* Exhibit 10.1 to Current Report on Form 8-K filed December 19, 2019

Form of Performance Share Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C.

Carstanjen and William E.

Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed November 5, 2018

Exhibit 10.1 to Current Report on Form 8-K filed November 5, 2018

Form of Restricted Stock Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C.

Carstanjen and William E.

Exhibit 10.2 to Current Report on Form 8-K (Commission file number 001-33998) filed November 5, 2018

Exhibit 10.2 to Current Report on Form 8-K filed November 5, 2018

Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William C.

Exhibit 10.3 to Current Report on Form 8-K (Commission file number 001-33998) filed November 5, 2018

Exhibit 10.3 to Current Report on Form 8-K filed November 5, 2018

Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William E.

Exhibit 10.4 to Current Report on Form 8-K (Commission file number 001-33998) filed November 5, 2018

Executive Change in Control, Severance and Indemnity Agreement, dated as of October 12, 2015, by and between Churchill Downs Incorporated and Marcia A.

Dall* Exhibit 10(ee) to Annual Report on Form 10-K (Commission file number 001-33998) for the fiscal year ended December 31, 2018 filed February 27, 2019

Exhibit 10.4 to Current Report on Form 8-K filed November 5, 2018

Change in Control, Severance, and Indemnity Agreement, dated as of October 1, 2019, by and between Churchill Downs Incorporated and Austin W.

Miller* Exhibit 10.1 to Current Report on Form 8-K (Commission file number 001-33998) filed October 2, 2019

Miller* Exhibit 10.1 to Current Report on Form 8-K filed October 2, 2019

Executive Change in Control, Severance and Indemnity Agreement, dated as of July 27, 2020, by and between Churchill Downs Incorporated and Marcia A.

Exhibit 10.1 to Current Report on Form 8-K filed July 30, 2020

First amendment to the Churchill Downs Incorporated Restricted Stock Unit Deferral Plan, dated as of February 12, 2020*

Exhibit 10(ff) to Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 26, 2020

Class Action Settlement Agreement, dated as of July 24, 2020, by and between Kater et al.

and Churchill Downs Incorporated et al.**

Subsidiaries of the Registrant**

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm**

(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

4 unchanged sentences

101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**

Numbers Description By Reference To

101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**

101 LAB Inline XBRL Taxonomy Extension Label Linkbase Document**

Numbers Description By Reference To

101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**

1 unchanged sentence

* Management contract or compensatory plan or arrangement.

** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.

** Filed herewith.

1 unchanged sentence

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on the Company's behalf by the undersigned, thereunto duly authorized.

CHURCHILL DOWNS INCORPORATED

27 unchanged sentences

(Director) (Director) (Director)

February 26, 2020 February 26, 2020

February 24, 2021 February 24, 2021 February 24, 2021

CHURCHILL DOWNS INCORPORATED

1 unchanged sentence

(in millions) Balance

of Year Charged

of Year Change in Accounting Standard Charged

Expense Deductions Balance

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures