What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 73 added, 48 removed, 153 unchanged (44% of the section changed)

10 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of Churchill Downs Incorporated's internal control over financial reporting based upon the framework in the Integrated Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have excluded the properties acquired as part of the Peninsula Pacific Entertainment LLC ("P2E") acquisition and Ellis Park Racing & Gaming ("Ellis Park") from our assessment of internal control over financial reporting as of December 31, 2022, because these properties were acquired by us in business acquisitions during 2022.

The total assets excluded were 11.3% and less than 1% of total assets, respectively and approximately 6.1% and less than 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

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, 2022.

1 unchanged sentence

Carstanjen /s/ Marcia A.

Dall /s/ Chad E.

Dall /s/ Jon E.

Carstanjen Marcia A.

11 unchanged sentences

Information about our Executive Officers

Name Age as of 2/23/2022 Principal Occupation for the Past Five Years

Age as of Principal Occupation for the Past Five Years

and Position with Churchill Downs Incorporated

Name 2/22/2023

Carstanjen 55 Chief Executive Officer since August 2014;

6 unchanged sentences

ERIE), from March 2009 through October 2015.

Miller 58 Senior Vice President of Gaming Operations since August 2013.

Blackwell 51 Senior Vice President, General Counsel and Secretary since March 2017;

Vice President, Operations from February 2015 to March 2017;

Vice President, Legal from April 2011 to February 2015;

Vice President, Legal and Regulatory Affairs for TwinSpires from January 2007 to May 2011;

Corporate Counsel from April 2005 to December 2007.

Maureen Adams 59 Senior Vice President of Gaming Operations since February 2022;

Vice President of Gaming Operations from July 2019 to February 2022;

President and General Manager of Calder Casino from August 2013 to July 2019.

EXECUTIVE COMPENSATION

24 unchanged sentences

Numbers Description By Reference To

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

Amendment No.

1 to Purchase Agreement, dated as of September 2, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporation Exhibit 2.1 to Current Report on Form 8-K filed September 6, 2022

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

Amended and Restated Bylaws of Churchill Downs Incorporated, as amended October 25, 2022 Exhibit 3.1 to Current Report on Form 8-K filed October 25, 2022

Rights Agreement, dated as of March 19, 2008 by and between Churchill Downs Incorporated and National City Bank [NC(1)] 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.

4 unchanged sentences

Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 18, 2021

Indenture, dated April 13, 2022, by and between CDI Escrow Issuer, Inc.

Bank National Association as trustee Exhibit 4.1 to Current Report on Form 8-K filed April 14, 2022

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

4 unchanged sentences

Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K filed March 18, 2021

Registration Rights Agreement, dated April 13, 2022, by and between CDI Escrow Issuer, Inc.

Morgan Securities LLC, as representative of the initial purchasers Exhibit 4.2 to Current Report on Form 8-K filed April 14, 2022

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

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

Numbers Description By Reference To

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

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

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

Numbers Description By Reference To

Fourth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† **

Fifth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† **

Sixth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† **

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

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

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

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

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.

1 unchanged sentence

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

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

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 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

Incremental Joinder Agreement No.

1, dated March 17, 2021, among Churchill Downs Incorporated, the credit parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.

Exhibit 10.1 to Current Report on Form 8-K filed March 18, 2021

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

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 filed November 5, 2018

Mudd† 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 filed November 5, 2018

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

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

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

Numbers Description By Reference To

Churchill Downs Incorporated 2022 Executive Annual Incentive Plan, effective as of January 1, 2022† Exhibit 10.1 to Current Report on Form 8-K filed August 4, 2022

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

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

Churchill Downs Incorporated Senior Vice President, Vice President & Other Key Employee Severance Policy (Amended Effective as of December 1, 2015)†**

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 filed November 5, 2018

Carstanjen† 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.

4 unchanged sentences

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

Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Maureen Adams†**

Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Brad Blackwell†**

Memorandum of Understanding by and between Austin W.

Miller and Churchill Downs Incorporated dated February 10, 2022† Exhibit 10.1 to Current Report on Form 8-K filed February 10, 2022

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

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

1 unchanged sentence

Exhibit 10(kk) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 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 filed December 27, 2017

Numbers Description By Reference To

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

Incremental Joinder Agreement No.

1, dated March 17, 2021, among Churchill Downs Incorporated, the credit parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A Exhibit 10.1 to Current Report on Form 8-K filed March 18, 2021

Fourth Amendment to Credit Agreement, dated April 13, 2022, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JP Morgan Chase Bank N.A., as agent Exhibit 10.01 to Current Report on Form 8-K filed April 14, 2022

Subsidiaries of the Registrant**

2 unchanged sentences

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

Numbers Description By Reference To

Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

29 unchanged sentences

Alex Rankin /s/ Ulysses L.

Bridgeman /s/ Robert L.

Bridgeman /s/ Andréa Carter

Alex Rankin Ulysses L.

Bridgeman Robert L.

Bridgeman Andréa Carter

February 22, 2023 February 22, 2023 February 22, 2023

(Chairman of the Board) (Director) (Director)

/s/ Douglas C.

/s/ Robert L.

Fealy /s/ Douglas C.

Grissom /s/ Daniel P.

Harrington /s/ Karole F.

Fealy Douglas C.

Grissom Daniel P.

Harrington Karole F.

February 22, 2023 February 22, 2023 February 22, 2023

(Director) (Director) (Director)

February 23, 2022 February 23, 2022 February 23, 2022

/s/ Karole F.

Lloyd /s/ Paul C.

Lloyd Paul C.

February 22, 2023 February 22, 2023

(Director) (Director)

CHURCHILL DOWNS INCORPORATED

4 unchanged sentences

Allowance for doubtful accounts:

2021 $ 4.9 $ — $ 3.2 $ ( 2.7 ) $ 5.4

2020 4.4 0.5 2.5 ( 2.5 ) 4.9

2019 4.0 — 2.1 ( 1.7 ) 4.4

December 31, 2022 $ 5.4 $ — $ 2.3 $ ( 2.0 ) $ 5.7

December 31, 2021 4.9 — 3.2 ( 2.7 ) 5.4

December 31, 2020 4.4 0.5 2.5 ( 2.5 ) 4.9

(in millions) Balance

1 unchanged sentence

Deferred income tax asset valuation allowance:

2021 $ 1.4 $ 1.8 $ — $ 3.2

2020 0.2 1.2 — 1.4

2019 0.2 — — 0.2

December 31, 2022 $ 3.2 $ 2.5 $ — $ 5.7

December 31, 2021 1.4 1.8 — 3.2

December 31, 2020 0.2 1.2 — 1.4

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