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Item 1. Financial Statements

2023-10-25 compared with 2023-07-26 · 218 added, 153 removed, 677 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions, except per common share data) 2023 2022 2023 2022

30 unchanged sentences

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

Current assets:

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Accrued expenses and other current liabilities 401.4 363.1

Income taxes payable 29.9 2.1

Current deferred revenue

20 unchanged sentences

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

CHURCHILL DOWNS INCORPORATED

15 unchanged sentences

Balance, June 30, 2023 74.9 8.0 846.7 ( 0.9 ) 853.8

Net income 61.0 61.0

Issuance of common stock 3.1 3.1

Repurchase of common stock ( 0.3 ) ( 19.2 ) ( 18.1 ) ( 37.3 )

Stock-based compensation 8.1 8.1

Balance, September 30, 2023 74.6 $ — $ 889.6 $ ( 0.9 ) $ 888.7

Common Stock Retained

13 unchanged sentences

Balance, June 30, 2022 75.4 — 603.8 ( 0.9 ) 602.9

Net income 57.0 57.0

Issuance of common stock 2.7 2.7

Repurchase of common stock ( 0.6 ) ( 11.8 ) ( 47.2 ) ( 59.0 )

Stock-based compensation 9.1 9.1

Balance, September 30, 2022 74.8 $ — $ 613.6 $ ( 0.9 ) $ 612.7

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2023 2022

19 unchanged sentences

Capital project expenditures ( 445.7 ) ( 226.6 )

Acquisition of businesses, net of cash acquired ( 241.3 ) ( 81.7 )

Acquisition of gaming rights, net of cash acquired — ( 33.3 )

Proceeds from sale of assets 195.7 279.0

Other ( 5.8 ) ( 7.3 )

Net cash (used in) provided by investing activities ( 119.0 ) 104.6

Net cash used in investing activities ( 549.5 ) ( 107.0 )

Cash flows from financing activities:

7 unchanged sentences

Other 1.7 2.4

Net cash (used in) provided by financing activities ( 47.7 ) 1,058.5

Net cash provided by financing activities 38.7 1,020.1

Cash flows from discontinued operations:

Operating activities of discontinued operations 0.5 —

Net increase in cash, cash equivalents and restricted cash 236.4 1,543.9

Net (decrease) increase in cash, cash equivalents and restricted cash ( 11.5 ) 1,337.6

Cash, cash equivalents and restricted cash, beginning of period 204.7 355.6

1 unchanged sentence

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2023 2022

4 unchanged sentences

Schedule of non-cash operating, investing and financing activities:

Deferred payment on gaming rights incurred during the period $ — $ 50.0

Property and equipment additions included in accounts payable and accrued expenses 52.0 45.0

Debt issuance costs included in accrued expense and other current liabilities 1.4 1.8

Right-of-use assets obtained in exchange for lease obligations in operating leases 1.1 0.9

Deferred payments for acquisition of business included in other liabilities 6.9 —

Right-of-use assets obtained in exchange for lease obligations in finance leases 33.4 6.2

Repurchase of common stock included in accrued expense and other current liabilities — 2.0

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

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We report net revenue and operating expense associated with these reportable segments in the accompanying Condensed Consolidated Statements of Comprehensive Income.

Acquisition of Exacta Systems

On August 22, 2023, the Company completed its previously-announced acquisition of Exacta Systems, LLC ("Exacta").

Refer to Note 3, Acquisitions for further information on the transaction.

Effective May 22, 2023, the Company's common stock was split two -for-one (the "Stock Split") with a proportionate increase in the number of its authorized shares of common stock.

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We sold 326 -acres to the Chicago Bears for $ 197.2 million.

For more information, refer to Note 4, Dispositions.

Refer to Note 4, Dispositions for further information on the transaction.

Acquisition of Peninsula Pacific Entertainment

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The P2E assets acquired included Colonial Downs Racetrack ("Colonial Downs") and six Historical Racing Machine ("HRM") entertainment venues in Virginia, del Lago Resort & Casino in New York ("del Lago"), and Hard Rock Hotel & Casino in Iowa ("Hard Rock Sioux City"), as well as the development rights for the Dumfries and Emporia HRM facilities in Virginia, up to five additional HRM entertainment venues in Virginia, and the potential for ONE Casino and Resort in Virginia in collaboration with Urban One, Inc.

("Urban One").

Refer to Note 3, Acquisitions for further information on the transaction.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Acquisitions of Chasers Poker Room and Ellis Park

Acquisitions of Ellis Park and Chasers Poker Room

On September 26, 2022, we completed the acquisition of Ellis Park Racing and Gaming ("Ellis Park") in Henderson, Kentucky, from Enchantment Holdings, LLC, an affiliate of Laguna Development Corporation, for total consideration of $ 79.0 million in cash, subject to certain working capital and other purchase price adjustments (the "Ellis Park Transaction").

On September 2, 2022, the Company completed the acquisition of Chasers Poker Room ("Chasers") in Salem, New Hampshire (the "Chasers Transaction").

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The Company plans to develop an expanded charitable gaming facility in New Hampshire to accommodate HRMs and table games.

Refer to Note 3, Acquisitions for further information on the transactions.

2 unchanged sentences

The Company has exited the direct online Sports and Casino business in every state except for Arizona.

The Company plans to maintain its retail Sports operations and has monetized two of its online market access licenses.

The Company continues to operate retail sports betting at certain of its racetracks and HRM and gaming facilities.

RECENT ACCOUNTING PRONOUNCEMENTS

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These transition activities did not have a material impact on the Company’s financial statements.

Chasers Poker Room

On September 2, 2022, the Company completed the Chasers Transaction which was treated as an asset acquisition because substantially all the value of the gross assets acquired was concentrated in the gaming rights.

The Company made an initial payment at closing and recorded a liability for the remaining payments due on a future date.

In conjunction with the acquisition, the Company recorded an $ 82.2 million gaming rights intangible asset which represented its fair value at the date of acquisition.

The fair value of the gaming rights acquired in the Chasers Transaction was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the gaming rights intangible asset based on a projected cash flow stream.

This method assumes that the gaming rights intangible asset provides the opportunity to develop a gaming or historical racing facility in a specified region, and that the present value of the projected cash flows is a result of the realization of advantages contained in these rights.

Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets.

The estimated future revenue, future operating expenses, start-up costs, and discount rate were the primary inputs in the valuation.

The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

On September 26, 2022, the Company completed the Ellis Park Transaction for total consideration of $ 79.0 million in cash, plus $ 3.5 million in working capital and other preliminary purchase price adjustments.

The fair values of the Ellis Park Transaction were based upon preliminary valuations.

Exacta Systems

On August 22, 2023, the Company completed its previously-announced acquisition of Exacta for preliminary purchase consideration of $ 248.2 million, net of cash acquired, consisting of a $ 241.3 million cash payment and $ 6.9 million of deferred payments, which is payable over two years (the "Exacta Transaction").

The preliminary purchase consideration is subject to working capital and other purchase price adjustments.

Exacta is a leading provider of technology to support historical horse racing (“HHR”) operations across the country.

The Exacta Transaction is expected to enable the Company to realize significant and immediate synergies related to the Company’s Virginia operations.

The Company also expects to realize additional operational improvements over time through the diversification of games available at its HRM facilities.

Exacta will operate within the Company’s TwinSpires segment and will continue to service its growing portfolio of third-party HHR operators in Kentucky, Wyoming, and New Hampshire.

The Company recorded the fair values of the assets of the Exacta Transaction as of August 22, 2023 based upon preliminary valuations.

Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date.

The areas of the preliminary valuations that are not yet finalized relate to the amounts for income taxes, working capital adjustments and the final amount of residual goodwill.

The areas of the preliminary valuations that are not yet finalized relate to the amounts for income taxes, property and equipment, inventory, intangible assets, adjustments to working capital, the final amount of residual goodwill, and final allocation of goodwill between segments.

The residual goodwill will be allocated between the TwinSpires and the Live and Historical Racing segments based upon the projected future benefits to be realized as a result of the Exacta Transaction.

The Company expects to continue to obtain information to assist in determining fair values of net assets acquired at the acquisition date during the measurement period.

The preliminary fair values as of June 30, 2023 for the assets acquired and liabilities assumed, net of cash acquired of $ 1.4 million, at the date of acquisition are as follows:

property and equipment of $ 19.3 million, indefinite-lived gaming rights of $ 47.4 million, indefinite-lived trademark of $ 3.6 million, goodwill of $ 9.3 million, and net working capital of $ 1.5 million.

The Company has not included other disclosures regarding the Chasers or Ellis Park Transactions as these transactions are immaterial to our business.

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed, net of cash acquired of $ 1.8 million, as of August 22, 2023:

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(in millions) Total

Accounts receivable $ 9.0

Other current assets 3.0

Property and equipment 9.0

Goodwill 177.1

Other intangible assets 54.3

Other assets 0.9

Total assets acquired $ 253.3

Accounts payable 2.7

Accrued expenses and other current liabilities 1.8

Other liabilities assumed 0.6

Total liabilities assumed 5.1

Net assets acquired (net of cash) $ 248.2

The fair value of the intangible assets consists of the following:

(in millions) Fair Value Recognized Weighted-Average Useful Life

Technology asset $ 23.9 7.0 years

Customer relationships 21.3 15.0 years

Trademark 8.7 10.0 years

Other 0.4 5.0 years

Total intangible assets $ 54.3

Goodwill of $ 177.1 million related to the Exacta Transaction was recognized as of September 30, 2023, of which $ 95.9 million was preliminarily allocated to the Live and Historical Racing segment and $ 81.2 million was preliminarily allocated to the TwinSpires segment.

The goodwill related to the Exacta Transaction is deductible for tax purposes.

P2E Transaction

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The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed, net of cash acquired of $ 126.4 million, as of November 1, 2022:

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(in millions) Total

Accounts receivable, net $ 9.8

Accounts receivable $ 9.8

Other current assets 7.2

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Total intangible assets $ 1,941.5

Current assets and current liabilities were valued at the existing carrying values, as these items are short term in nature and represent management's estimated fair value of the respective items at November 1, 2022.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The property and equipment acquired primarily relates to land, buildings, equipment, and furniture and fixtures.

The fair value of the land was determined using the market approach and the fair values of the remaining property and equipment were primarily determined using the cost replacement method which is based on replacement or reproduction costs of the assets.

The fair value of the gaming rights was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the overall business enterprise based on a projected cash flow stream.

This method assumes that the gaming rights intangible assets provide the opportunity to develop a casino or historical racing facility in a specified region, and that the present value of the projected cash flows are a result of the realization of advantages contained in these rights.

Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets.

The estimated future revenue and operating expenses, start-up costs, and discount rates were the primary assumptions and estimates in the valuation of the gaming rights.

The gaming rights intangible assets were assigned an indefinite useful life based on the Company's expected use of the assets and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights.

The trademark intangible assets were valued using the relief-from-royalty method of the income approach, which estimates the fair value of the intangible assets by discounting the fair value of the hypothetical royalty payments a market participant would be willing to pay to enjoy the benefits of the assets.

The estimated future revenue, royalty rates, and discount rates were the primary assumptions and estimates in the valuation of the trademarks.

The trademarks were assigned an indefinite useful life based on the Company’s intention to keep the trademarks for an indefinite period of time.

Goodwill of $ 347.8 million was recognized due to the expected contribution of P2E to the Company's overall business strategy.

The goodwill was assigned to the Gaming segment in the amount of $ 129.1 million and to the Live and Historical Racing segment in the amount of $ 218.7 million and is mostly deductible for tax purposes.

The trademarks were assigned an indefinite useful life based on the Company’s intention to keep the trademarks for an indefinite period of time.

Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date.

The preliminary purchase consideration is subject to adjustment upon finalization of customary post-closing adjustments related to working capital.

The primary areas of the preliminary valuation that are not yet finalized relate to the fair values of amounts for income taxes, adjustments to working capital, and the final amount of residual goodwill.

The preliminary purchase consideration is subject to adjustment upon finalization of customary post-closing adjustments.

The primary areas of the preliminary valuation that are not yet finalized relate to the adjustments to working capital and the final amount of residual goodwill.

The Company expects to continue to obtain information to assist in determining fair values of net assets acquired at the acquisition date during the measurement period.

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The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2021.

(in millions) Three months ended June 30, 2022 Six months ended June 30, 2022

(in millions) Three months ended September 30, 2022 Nine months ended September 30, 2022

Net revenue $ 552.9 $ 1,811.7

Net income $ 70.0 $ 471.4

2023 Dispositions

Lady Luck Casino Nemacolin

On June 26, 2023, the Company's management agreement for Lady Luck Casino Nemacolin ("Lady Luck") in Farmington, Pennsylvania expired and was not renewed.

The Company completed the sale of substantially all of its assets at Lady Luck for an immaterial amount.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

On September 26, 2022, the Company completed the Ellis Park Transaction for total consideration of $ 79.0 million in cash, plus $ 3.5 million in working capital and other purchase price adjustments.

The fair values as of September 30, 2023 for the assets acquired and liabilities assumed, net of cash acquired of $ 1.4 million, at the date of acquisition are as follows:

Chasers Poker Room

The Company made an initial payment at closing and recorded a liability for the remaining payments due on a future date.

In conjunction with the acquisition, the Company recorded an $ 82.2 million indefinite-lived gaming rights intangible asset which represented its fair value at the date of acquisition.

Valuation Techniques

For these transactions any current assets and current liabilities were valued at the existing carrying values, as these items are short term in nature and represent management's estimated fair value of the respective items.

Property and equipment acquired primarily relates to land, buildings, equipment, and furniture and fixtures.

The fair value of gaming rights was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the overall business enterprise based on a projected cash flow stream.

Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets.

The estimated future revenue and operating expenses, start-up costs, and discount rates were the primary assumptions and estimates in the valuation of the gaming rights.

Trademark intangible assets were valued using the relief-from-royalty method of the income approach, which estimates the fair value of the intangible assets by discounting the fair value of the hypothetical royalty payments a market participant would be willing to pay to enjoy the benefits of the assets.

The estimated future revenue, royalty rates, and discount rates were the primary assumptions and estimates in the valuation of the trademarks.

The Company has not included other disclosures regarding the Exacta, Chasers, or Ellis Park Transactions as these transactions are immaterial to our business.

Lady Luck Casino Nemacolin

On June 26, 2023, the Company's management agreement for Lady Luck Casino Nemacolin ("Lady Luck") in Farmington, Pennsylvania expired and was not renewed.

The Company completed the sale of substantially all its assets at Lady Luck for an immaterial amount.

On February 15, 2023, we closed on the sale of the Arlington property in Arlington Heights, Illinois, to the Chicago Bears for $ 197.2 million.

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Arlington’s operations and assets are included in All Other in our consolidated results.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The Company executed a forward like-kind exchange transaction by purchasing certain property as part of the P2E Transaction for $ 197.2 million, which qualified as an Internal Revenue Code §1031 transaction.

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The Company determined that it is the primary beneficiary of the EAT, thus the property held by the EAT has been consolidated and recorded in property and equipment, net on the Condensed Consolidated Balance Sheets.

As of June 30, 2023, the Company has a $ 27.8 million deferred tax liability related to the Arlington sale on the Condensed Consolidated Balance Sheets.

As of September 30, 2023, the Company has a $ 27.8 million deferred tax liability related to the Arlington sale on the Condensed Consolidated Balance Sheets.

ASSET IMPAIRMENTS

7 unchanged sentences

The fair value of the Presque Isle gaming rights was determined using the Greenfield Method, an income approach methodology that calculates the present value based on a projected cash flow stream.

The fair values of the trademark was determined by using the relief-from-royalty method of the income approach.

The fair value of the trademark was determined by using the relief-from-royalty method of the income approach.

The fair value of the Presque Isle reporting unit's goodwill was determined under the market and income valuation approaches using inputs primarily related to discounted projected cash flows and price multiples of comparable publicly traded companies.

No impairment was recognized for the Presque Isle goodwill in second quarter of 2023.

No impairment was recognized for the Presque Isle goodwill in 2023.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, by segment, is composed of the following:

(in millions) Live and Historical TwinSpires Gaming All Other Total

(in millions) Live and Historical Racing TwinSpires Gaming All Other Total

Balances as of December 31, 2022 $ 280.3 $ 152.2 $ 290.3 $ 1.0 $ 723.8

Additions 95.9 81.2 — — 177.1

Adjustments — — — ( 1.0 ) ( 1.0 )

Balances as of June 30, 2023 $ 280.4 $ 152.2 $ 290.3 $ — $ 722.9

Balances as of September 30, 2023 $ 376.2 $ 233.4 $ 290.3 $ — $ 899.9

Goodwill of $ 177.1 million related to the Exacta Transaction was recognized as of September 30, 2023, of which $ 95.9 million was allocated to the Live and Historical Racing segment and $ 81.2 million was allocated to the TwinSpires segment.

The goodwill related to the Exacta Transaction is deductible for tax purposes.

Refer to Note 3, Acquisitions for further information on the transaction.

We performed our annual goodwill impairment analysis as of April 1, 2023, and no adjustment to the carrying value of goodwill was required.

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We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Other intangible assets are comprised of the following:

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Other intangible assets are comprised of the following:

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

(in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

2 unchanged sentences

Total $ 2,417.3 $ 2,391.8

We established definite-lived intangible assets of $ 54.3 million for the technology asset, customer relationships, trademark and other intangibles related to the Exacta Transaction.

Refer to Note 3, Acquisitions for further information on the transaction.

We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2023.

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Refer to Note 5, Asset Impairments, for information regarding the intangible asset impairment recognized during the second quarter of 2023.

The Company’s effective income tax rate for the three and six months ended June 30, 2023 was higher than the U.S.

The Company’s effective income tax rate for the three months ended September 30, 2023 was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes.

The Company’s effective income tax rate for the nine months ended September 30, 2023 was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation.

The Company’s effective income tax rate for the three and six months ended June 30, 2022 was higher than the U.S.

The Company’s effective income tax rate for the three months ended September 30, 2022 was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation, partially offset by tax benefits resulting from certain tax credits and incentives.

The Company's effective income tax rate for the nine months ended September 30, 2022 was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer's compensation.

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

We had approximately $ 270.2 million of repurchase authority remaining under the 2021 Stock Repurchase Program at June 30, 2023.

The Company repurchased $ 37.3 million of its common stock during the three months ended September 30, 2023 and had approximately $ 232.9 million of repurchase authority remaining under the 2021 Stock Repurchase Program at September 30, 2023, based on trade date.

We repurchased the following shares under the 2021 Stock Repurchase Program:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions, except share data) 2023 2022 2023 2022

3 unchanged sentences

(1) Number of shares have been adjusted for the Stock Split.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

On April 25, 2023, the Company’s Board of Directors approved a two -for-one Stock Split and an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 150,000,000 shares, no par value, to 300,000,000 shares, no par value.

1 unchanged sentence

All share and per-share amounts in the Company’s consolidated financial statements and related notes have been retroactively adjusted to reflect the effects of the Stock Split.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

STOCK-BASED COMPENSATION PLANS

We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan.

Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $ 8.1 million and $ 16.7 million for the three and six months ended June 30, 2023 and $ 7.4 million and $ 14.4 million for the three and six months ended June 30, 2022, respectively.

During the six months ended June 30, 2023, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors.

Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $ 8.1 million and $ 24.8 million for the three and nine months ended September 30, 2023, and $ 9.1 million and $ 23.5 million for the three and nine months ended September 30, 2022, respectively.

During the nine months ended September 30, 2023, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors.

The vesting criteria for the PSU awards granted in 2023 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants.

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2023 PSU 62 Three year performance and service period ending in 2025

2023 RSU 10 Three year service period ending in 2026

2023 RSU 6 One year service period ending in 2024

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(2) Number of units awarded have been adjusted for the Stock Split.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The following table presents our total debt outstanding:

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

Term Loan B due 2024 $ — $ 380.0

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Total debt, net of current maturities and costs $ 4,654.8 $ 4,558.7

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Credit Agreement

At June 30, 2023, the Company’s senior secured credit facility (as amended from time to time, the “Credit Agreement") consisted of a $ 1.2 billion revolving credit facility (the "Revolver"), $ 300.0 million senior secured term loan B-1 due 2028 (the "Term Loan B-1"), $ 1.3 billion senior secured term loan A due 2027 (the "Term Loan A"), and $ 100.0 million swing line commitment.

Certain amendments to the Credit Agreement entered into during 2022 and 2023, respectively, are described below.

At September 30, 2023, the Company’s senior secured credit facility (as amended from time to time, the “Credit Agreement") consisted of a $ 1.2 billion revolving credit facility (the "Revolver"), $ 300.0 million senior secured term loan B-1 due 2028 (the "Term Loan B-1"), $ 1.3 billion senior secured term loan A due 2027 (the "Term Loan A"), and $ 100.0 million swing line commitment.

Certain amendments to the Credit Agreement entered into during 2022 and 2023 are described below.

On April 13, 2022, we amended the Credit Agreement to extend the maturity date of its Revolver to April 13, 2027, to increase the commitments under the existing revolving credit facility from $ 700.0 million to $ 1.2 billion, and to increase the swing line commitment from $ 50.0 million to $ 100.0 million.

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The Company is required to pay a commitment fee on the unused portion of the Revolver as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company.

For the period ended June 30, 2023, the Company's commitment fee rate was 0.25 %.

For the period ended September 30, 2023, the Company's commitment fee rate was 0.25 %.

The Revolver and Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio.

As of June 30, 2023, that applicable margin was 150 basis points.

As of September 30, 2023, that applicable margin was 150 basis points.

The Term Loan B-1 bears interest at SOFR plus 210 basis points.

2 unchanged sentences

2031 Senior Notes

On April 25, 2023, the Company completed an offering of $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S.

On April 25, 2023, the Company completed an offering of $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes") in a private offering to qualified institutional buyers

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

pursuant to Rule 144A that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S.

persons in accordance with Regulation S under the Securities Act.

2 unchanged sentences

The Company capitalized $ 10.7 million of debt issuance costs associated with the 2031 Senior Notes which are being amortized as interest expense over the remainder of the 8-year term.

The 2031 Notes were issued at 100 % of the principal amount, plus interest deemed to have accrued from April 25, 2023, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1, 2023.

The 2031 Notes will vote as one class under the indenture governing the 2031 Senior Notes.

The 2031 Senior Notes were issued at 100 % of the principal amount, plus interest deemed to have accrued from April 25, 2023, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1, 2023.

The 2031 Senior Notes will vote as one class under the indenture governing the 2031 Senior Notes.

The 2031 Senior Notes were issued pursuant to an indenture, entered into on April 25, 2023 (the "2031 Indenture"), among the Company, certain subsidiaries of the Company as guarantors, and U.S.

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(i) incur additional debt and issue preferred stock, (ii) pay dividends or make other restricted payments, (iii) make certain investments, (iv) create liens, (v) allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments, (vi) sell assets, (vii) merge or consolidate with other entities, and (viii) enter into transactions with affiliates.

In connection with the issuance of the 2031 Notes, the Company and the guarantors entered into a Registration Rights Agreement to register any notes under the Securities Act for resale that are not freely tradable 366 days from April 25, 2023.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

In connection with the issuance of the 2031 Senior Notes, the Company and the guarantors entered into a Registration Rights Agreement to register any notes under the Securities Act for resale that are not freely tradable 366 days from April 25, 2023.

REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of June 30, 2023, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $ 126.8 million.

As of September 30, 2023, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $ 138.5 million.

The revenue we expect to recognize on these remaining performance obligations is $ 1.0 million for the remainder of 2023, $ 54.9 million in 2024, $ 41.7 million in 2025, and the remainder thereafter.

As of June 30, 2023, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

As of September 30, 2023, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

Contract Assets and Contract Liabilities

As of June 30, 2023 and December 31, 2022, contract assets were not material.

As of June 30, 2023 and December 31, 2022, contract liabilities were $ 43.5 million and $ 58.7 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets.

As of September 30, 2023 and December 31, 2022, contract assets were not material.

As of September 30, 2023 and December 31, 2022, contract liabilities were $ 48.1 million and $ 58.7 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets.

Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to revenue recognized for fulfilled performance obligations.

We recognized $ 38.8 million and $ 42.4 million of revenue during the three months and six months ended June 30, 2023, respectively, which was included in the contract liabilities balance at December 31, 2022.

We recognized $ 43.6 million and $ 46.8 million of revenue during the three months and six months ended June 30, 2022, respectively, which was included in the contract liabilities balance at December 31, 2021.

We recognized $ 1.2 million and $ 43.6 million of revenue during the three months and nine months ended September 30, 2023, respectively, which was included in the contract liabilities balance at December 31, 2022.

We recognized $ 1.3 million and $ 48.1 million of revenue during the three months and nine months ended September 30, 2022, respectively, which was included in the contract liabilities balance at December 31, 2021.

Disaggregation of Revenue

3 unchanged sentences

Within the Live and Historical Racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

• For the TwinSpires segment, revenue is disaggregated between live and simulcast racing, gaming, and other services.

3 unchanged sentences

The tables below present net revenue from external customers and intercompany revenue from each of our segments:

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2023 2022 2023 2022

28 unchanged sentences

Intercompany net revenue $ — $ — $ — $ —

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

(in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total

7 unchanged sentences

Total $ 219.5 $ 108.5 $ 244.3 $ 572.3 $ 0.2 $ 572.5

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total

8 unchanged sentences

(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties.

These amounts were $ 12.3 million for the three months ended June 30, 2023 and $ 7.7 million for the three months ended June 30, 2022.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

These amounts were $ 13.3 million for the three months ended September 30, 2023 and $ 8.4 million for the three months ended September 30, 2022.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total

7 unchanged sentences

Total $ 818.9 $ 340.7 $ 740.2 $ 1,899.8 $ 0.7 $ 1,900.5

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total

8 unchanged sentences

These amounts were $ 24.5 million for the six months ended June 30, 2023 and $ 14.8 million for the six months ended June 30, 2022.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

These amounts were $ 37.8 million for the nine months ended September 30, 2023 and $ 23.2 million for the nine months ended September 30, 2022.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

2 unchanged sentences

Accounts receivable, net

Accounts receivable is comprised of the following:

(in millions) June 30, 2023 December 31, 2022

Accounts receivable, net is comprised of the following:

(in millions) September 30, 2023 December 31, 2022

Trade receivables $ 36.0 $ 12.5

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Accrued expenses and other current liabilities consisted of the following:

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

Account wagering deposits liability $ 53.0 $ 57.8

7 unchanged sentences

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of June 30, 2023 and December 31, 2022 primarily consisted of a 61.3 % interest in Rivers Casino Des Plaines ("Rivers Des Plaines"), a 50 % interest in Miami Valley Gaming and Racing ("MVG"), and other immaterial joint ventures.

Investments in and advances to unconsolidated affiliates as of September 30, 2023 primarily consisted of an interest in Rivers Casino Des Plaines ("Rivers Des Plaines"), an interest in Miami Valley Gaming and Racing ("MVG"), and an interest in RVA Entertainment Holdings, LLC ("RVA").

Rivers Des Plaines

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(1) the Company owns 61.3 %, (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0 %, and (3) Casino Investors, LLC owns 2.7 %.

Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to operating, investing and financing decisions.

Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to certain operating, investing and financing decisions.

As a result, we account for Rivers Des Plaines using the equity method.

As of June 30, 2023 , the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $ 832.5 million.

Our investment in Rivers Des Plaines was $ 531.4 million and $ 544.9 million as of June 30, 2023 and December 31, 2022, respectively.

The Company received distributions from Rivers Des Plaines of $ 68.2 million and $ 61.3 million for the six months ended June 30, 2023 and 2022, respectively.

As of September 30, 2023 , the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $ 832.6 million.

Our investment in Rivers Des Plaines was $ 531.6 million and $ 544.9 million as of September 30, 2023 and December 31, 2022, respectively.

The Company received distributions from Rivers Des Plaines of $ 93.1 million and $ 92.8 million for the nine months ended September 30, 2023 and 2022, respectively.

Miami Valley Gaming

Delaware North Companies Gaming & Entertainment Inc.

("DNC") owns the remaining 50 % interest in MVG.

Since both the Company and DNC have participating rights over MVG, and both must consent to MVG's operating, investing and financing decisions, we account for MVG using the equity method.

Our investment in MVG was $ 113.3 million and $ 114.4 million as of June 30, 2023 and December 31, 2022, respectively.

The Company received distributions from MVG of $ 23.5 million and $ 16.5 million for the six months ended June 30, 2023 and 2022, respectively.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

The Company owns a 50 % interest in MVG and Delaware North Companies Gaming & Entertainment Inc.

("DNC") owns the remaining 50 % interest.

Since both the Company and DNC have participating rights over MVG, and both must consent to certain operating, investing and financing decisions, we account for MVG using the equity method.

Our investment in MVG was $ 114.2 million and $ 114.4 million as of September 30, 2023 and December 31, 2022, respectively.

The Company received distributions from MVG of $ 33.5 million and $ 25.0 million for the nine months ended September 30, 2023 and 2022, respectively.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

The Company owns a 50 % interest in RVA and Urban One owns the remaining 50 % interest.

Since both the Company and Urban One have participating rights over RVA, and both must consent to certain operating, investing and financing decisions, we account for RVA using the equity method.

Our investment in RVA was $ 14.2 million as of September 30, 2023.

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2023 2022 2023 2022

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Net income $ 56.8 $ 73.5 $ 190.7 $ 201.6

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

Current assets $ 127.7 $ 91.0

16 unchanged sentences

The fair values of the Company's Term Loan B, Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

1 unchanged sentence

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:

June 30, 2023

September 30, 2023

(in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3

4 unchanged sentences

Term Loan A 1,244.5 1,251.3 — 1,251.3 —

Revolver 118.7 118.7 — 118.7 —

2027 Senior Notes 596.2 570.0 — 570.0 —

25 unchanged sentences

Legal fees are expensed as incurred.

If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable.

In the event that a legal proceeding results in a substantial judgment against us, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

NET INCOME PER COMMON SHARE COMPUTATIONS

The following is a reconciliation of the numerator and denominator of the net income per common share computations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions, except per share data) 2023 2022 2023 2022

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Our operating segments reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources.

We have aggregated Arlington as well as certain corporate operations, and other immaterial joint ventures in All Other to reconcile to consolidated results.

On September 7, 2023, the Company began operating retail sports betting at its racetracks and HRM facilities in Kentucky.

In addition to retail sports betting, third-party service providers began operating online sports wagering in partnership with the Company’s racetracks on September 28, 2023.

Our retail and online sports betting business is included in the TwinSpires segment.

We have aggregated Arlington as well as certain corporate operations in All Other to reconcile to consolidated results.

Eliminations include the elimination of intersegment transactions.

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• Stock-based compensation expense;

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

• Rivers Des Plaines' impact on our investments in unconsolidated affiliates from:

4 unchanged sentences

• Legal reserves;

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

• Pre-opening expense;

1 unchanged sentence

On June 26, 2023, the Company's management agreement for Lady Luck expired and was not renewed.

The Company completed the sale of substantially all of its assets at Lady Luck for an immaterial amount.

The Company completed the sale of substantially all its assets at Lady Luck for an immaterial amount.

As of December 31, 2021, Arlington ceased racing and simulcast operations and the property was sold on February 15, 2023 to the Chicago Bears.

6 unchanged sentences

Net revenue by segment is comprised of the following:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2023 2022 2023 2022

4 unchanged sentences

Net Revenue $ 572.5 $ 383.1 $ 1,900.5 $ 1,329.7

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

1 unchanged sentence

Adjusted EBITDA by segment is comprised of the following:

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

(in millions) Live and Historical Racing TwinSpires Gaming

8 unchanged sentences

Adjusted EBITDA $ 80.9 $ 33.9 $ 122.3

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(in millions) Live and Historical Racing TwinSpires Gaming

8 unchanged sentences

Adjusted EBITDA $ 34.5 $ 31.1 $ 111.6

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in millions) Live and Historical Racing TwinSpires Gaming

8 unchanged sentences

Adjusted EBITDA $ 386.5 $ 97.2 $ 375.2

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(in millions) Live and Historical Racing TwinSpires Gaming

8 unchanged sentences

Adjusted EBITDA $ 226.3 $ 89.1 $ 309.5

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

1 unchanged sentence

Adjusted EBITDA by segment is comprised of the following:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2023 2022 2023 2022

28 unchanged sentences

Total Adjusted EBITDA $ 218.2 $ 163.2 $ 804.8 $ 582.9

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Churchill Downs Incorporated

1 unchanged sentence

The table below presents total asset information for each of our segments:

(in millions) June 30, 2023 December 31, 2022

(in millions) September 30, 2023 December 31, 2022

Total assets:

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The table below presents total capital expenditures for each of our segments:

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2023 2022

6 unchanged sentences

Total capital expenditures $ 498.1 $ 263.7

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

SUBSEQUENT EVENTS

At its regularly scheduled meeting held on October 24, 2023, the Board of Directors of the Company declared an annual cash dividend on the Company's common stock of $ 0.382 per outstanding share, to be paid on January 5, 2024, to shareholders of record as of the close of business on December 1, 2023, with aggregate cash dividend paid to each shareholder rounded to the nearest whole cent.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

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-Q

Item 1. Financial Statements