20 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
26 unchanged sentences
The following financial statements of Churchill Downs Incorporated for the years ended 2021, 2020 and 2019 are included in Part II, Item 8:
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
−Removed: Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Shareholders’ Equity
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
(2) Schedule II—Valuation and Qualifying Accounts
13 unchanged sentences
Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 26, 2019
+Added: Second Supplemental Indenture, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S.
+Added: Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 18, 2021
Registration Rights Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P.
2 unchanged sentences
Morgan Securities, LLC Exhibit 4.2 to Current Report on Form 8-K filed March 26, 2019
−Removed: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934***
+Added: Registration Rights Agreement, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P.
+Added: Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K filed March 18, 2021
+Added: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4(f) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
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
6 unchanged sentences
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
+Added: Numbers Description By Reference To
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
−Removed: Numbers Description By Reference To
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
8 unchanged sentences
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
−Removed: 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
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 filed June 12, 2017
−Removed: 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.
4 unchanged sentences
Exhibit 10.2 to Current Report on Form 8-K filed February 2, 2021
+Added: Incremental Joinder Agreement No.
+Added: 1, dated March 17, 2021, among Churchill Downs Incorporated, the credit parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.
+Added: Exhibit 10.1 to Current Report on Form 8-K filed March 18, 2021
+Added: Numbers Description By Reference To
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
−Removed: Numbers Description By Reference To
First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan* Exhibit B to Schedule 14A filed March 29, 2016
18 unchanged sentences
and Churchill Downs Incorporated et al.
+Added: Exhibit 10(kk) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
+Added: Purchase Agreement, dated as of February 18, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporated Exhibit 2.1 to Current Report on Form 8-K filed February 22, 2022
Subsidiaries of the Registrant**
2 unchanged sentences
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
+Added: Numbers Description By Reference To
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
3 unchanged sentences
101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
−Removed: Numbers Description By Reference To
101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**
53 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.