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Item 5. Market for Registrant’s Common Equity

2022-02-23 compared with 2021-02-24 · 17 added, 49 removed, 20 unchanged (77% of the section changed)

9 unchanged sentences

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs (in millions) (1)

10/1/2020-10/31/2020 — $ — — $ 147.1

11/1/2020-11/30/2020 — $ — — 147.1

12/1/2020-12/31/2020 17,852 $ 194.79 — 147.1

October 2021 100,873 $ 248.65 100,535 $ 474.2

November 2021 106,619 $ 234.46 106,619 449.2

December 2021 28,396 $ 232.03 15,900 445.6

Total 235,888 $ 240.24 223,054

(1) On October 30, 2018, the Board of Directors of the Company approved a new common stock repurchase program of up to $300.0 million inclusive of any remaining authorization under the prior program.

The repurchase program has $147.1 million of repurchase authorization remaining that can be used to repurchase shares under plans or programs.

(1) On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million ("2021 Stock Repurchase Program").

The 2021 stock repurchase program includes and is not in addition to the unspent amount remaining under the prior 2018 Stock Purchase Program authorization.

The repurchase program has no time limit and may be suspended or discontinued at any time.

For more information, refer to Note 11, Shareholders' Equity, to the notes to consolidated financial statements included in this Annual Report on Form 10-K.

Shareholder Return Performance Graph

The following performance graph and related information shall not be deemed "soliciting material" nor to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.

The following graph depicts the cumulative total shareholder return, assuming reinvestment of dividends, for the periods indicated for our Common Stock compared to the Russell 2000 Index, S&P Midcap 400 Index, and the S&P 500 Index.

We consider the Russell 2000 Index to be our most comparable peer group index.

The following graph depicts the cumulative total shareholder return, assuming reinvestment of dividends, for the periods indicated for our Common Stock compared to the Russell 1000 Index, Russell 2000 Index, S&P Midcap 400 Index, and the S&P 500 Index.

During 2021, our Company moved from the Russell 2000 Index to the Russell 1000 Index due to our increase in market capitalization.

We now consider the Russell 1000 Index to be our most comparable peer group index.

We added the S&P Midcap 400 Index as a comparison beginning in our Annual Report on Form 10-K for the year ended December 31, 2018.

The S&P Midcap 400 Index

includes the Company's results and also reflects companies which have a more comparable market capitalization than the S&P 500 Index.

The S&P Midcap 400 Index includes the Company's results and also reflects companies which have a more comparable market capitalization than the S&P 500 Index.

12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021

1 unchanged sentence

Russell 1000 Index $ 100.00 $ 121.69 $ 115.87 $ 152.28 $ 184.20 $ 232.93

Russell 2000 Index $ 100.00 $ 114.65 $ 102.02 $ 128.06 $ 153.63 $ 176.39

S&P Midcap 400 Index $ 100.00 $ 116.24 $ 103.36 $ 130.44 $ 148.26 $ 184.97

S&P 500 Index $ 100.00 $ 121.83 $ 116.49 $ 153.17 $ 181.35 $ 233.40

SELECTED FINANCIAL DATA

Years Ended December 31,

(In millions, except per common share data) 2020 (a)(f)

2019 (b)(f)(g)

2018 (c)(f)(g)

2017 (d)(f)(g)

2016 (e)(f)(g)

Net revenue $ 1,054.0 $ 1,329.7 $ 1,009.0 $ 882.6 $ 822.4

Operating income 60.2 215.7 188.8 145.7 172.5

Income from continuing operations, net of tax 13.3 139.6 182.6 122.4 96.7

(Loss) income from discontinued operations, net of tax (95.4) (2.4) 170.2 18.1 11.4

Net (loss) income attributable to Churchill Downs Incorporated (81.9) 137.5 352.8 140.5 108.1

Net income from continuing operations per common share:

Basic $ 0.34 $ 3.49 $ 4.42 $ 2.59 $ 1.94

Diluted $ 0.33 $ 3.44 $ 4.39 $ 2.55 $ 1.92

Balance sheet data at period end:

Total assets $ 2,686.4 $ 2,551.0 $ 1,725.2 $ 2,359.4 $ 2,254.4

Total debt, net 1,622.3 1,473.9 884.3 1,129.2 921.7

Total liabilities 2,319.3 2,040.0 1,251.9 1,719.1 1,569.4

Shareholders’ equity 367.1 511.0 473.3 640.3 685.0

Shareholders’ equity per common share $ 9.27 $ 12.80 $ 11.72 $ 13.85 $ 13.85

Cash flows from operating activities $ 141.9 $ 289.6 $ 197.8 $ 215.1 $ 231.4

Capital maintenance expenditures 23.0 48.3 29.6 33.3 30.9

Capital project expenditures 211.2 82.9 119.8 83.6 23.8

Dividends declared per common share $ 0.622 $ 0.581 $ 0.543 $ 0.507 $ 0.440

Cash dividends paid $ 23.4 $ 22.2 $ 23.7 $ 21.5 $ 19.1

Common stock repurchases $ 27.9 $ 93.0 $ 532.0 $ 179.5 $ 27.6

The selected financial data presented above is subject to the following information:

(a) 2020 reflects the impact of the closure of certain properties for different portions of the year as a result of the COVID-19 global pandemic had on the Company's operations.

2020 also includes a $17.5 million impairment of intangible assets.

(b) 2019 includes:

– the results from the dates of acquisition through December 31, 2019 for Presque Isle, Lady Luck Nemacolin, Turfway Park, and the equity investment in Rivers Des Plaines, and

– $10.0 million accelerated amortization of the purchase and sale rights related to the Turfway Park Acquisition.

(d) 2017 includes a $21.7 million impairment of tangible and intangible assets and a $20.7 million loss on extinguishment of debt.

2017 also includes a $57.7 million income tax benefit resulting primarily from the re-measurement of our net deferred tax liabilities as a result of the Tax Cuts and Jobs Acts ("Tax Act").

(e) 2016 includes a $23.7 million gain on Calder land sale.

(f) Big Fish Games is accounted for as discontinued operations from the date of acquisition on December 16, 2014 through December 31, 2020 as a result of the Big Fish Transaction.

(g) All per share amounts presented were retroactively adjusted to reflect the Stock Split for shareholders of record on January 11, 2019 and with an effective date of January 25, 2019.

CHDN stock began trading at the split adjusted price on January 28, 2019.

Used with permission.

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 5. Market for Registrant’s Common Equity