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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 64 added, 30 removed, 196 unchanged (32% 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.

We have excluded the business acquired as part of the Exacta Systems, LLC ("Exacta") acquisition from our assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by us in a business acquisition during 2023.

The total assets and total revenues excluded represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

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, 2023.

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OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 or any non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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ERIE), from March 2009 through October 2015.

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

Blackwell 52 Executive Vice President, General Counsel and Secretary since March 2017;

Vice President, Operations from February 2015 to March 2017;

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Corporate Counsel from April 2005 to December 2007.

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

Maureen Adams 60 Executive Vice President of Gaming Operations since February 2022;

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

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The following financial statements of Churchill Downs Incorporated for the years ended 2023, 2022 and 2021 are included in Part II, Item 8:

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

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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

Articles of Amendment to the Amended and Restated Articles of Incorporation of Churchill Downs Incorporated effective as of the close of business on May 19, 2023 Exhibit 3.1 to Current Report on Form 8-K filed on April 25, 2023

Amended and Restated Articles of Incorporation of Churchill Downs Incorporated effective as of the close of business on May 19, 2023 Exhibit 3.2 to Current Report on Form 8-K filed on April 25, 2023

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

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.

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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

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

Indenture dated as of April 25, 2023 among, CDI, the Guarantors and U.S.

Bank Trust Company, National Association, as trustee Exhibit 4.1 to Current Report on Form 8-K filed on April 25, 2023

Registration Rights Agreement dated April 25, 2023 by and among CDI, the Guarantors (stated therein) and J.P.

Morgan Securities, LLC, as representative of the initial purchasers Exhibit 4.2 to Current Report on Form 8-K filed on April 25, 2023

Numbers Description By Reference To

First Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of March 19, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.3 to Quarterly Report on Form 10-Q filed on July 26, 2023

Second Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of October 5, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.4 to Quarterly Report on Form 10-Q filed on July 26, 2023

Third Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of October 26, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.5 to Quarterly Report on Form 10-Q filed on July 26, 2023

Fourth Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.6 to Quarterly Report on Form 10-Q filed on July 26, 2023

Fifth Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.7 to Quarterly Report on Form 10-Q filed on July 26, 2023

First Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of December 12, 2018, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.8 to Quarterly Report on Form 10-Q filed on July 26, 2023

Second Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.9 to Quarterly Report on Form 10-Q filed on July 26, 2023

Third Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated May 19, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank National Association Exhibit 4.10 to Quarterly Report on Form 10-Q filed on July 26, 2023

Fourth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of October 5, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.11 to Quarterly Report on Form 10-Q filed on July 26, 2023

Fifth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of October 26, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.12 to Quarterly Report on Form 10-Q filed on July 26, 2023

Sixth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.13 to Quarterly Report on Form 10-Q filed on July 26, 2023

Numbers Description By Reference To

Seventh Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.14 to Quarterly Report on Form 10-Q filed on July 26, 2023

First Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.15 to Quarterly Report on Form 10-Q filed on July 26, 2023

Second Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.16 to Quarterly Report on Form 10-Q filed on July 26, 2023

Third Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.17 to Quarterly Report on Form 10-Q filed on July 26, 2023

First Supplemental Indenture relating to Churchill Downs Incorporated’s 6.750% Senior Unsecured Notes due 2031, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S.

Bank Trust Company National Association Exhibit 4.18 to Quarterly Report on Form 10-Q filed on July 26, 2023

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

1 unchanged sentence

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

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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

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† **

Fourth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.8 to Annual Report on Form 10-K filed February 22, 2023

Fifth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.9 to Annual Report on Form 10-K filed February 22, 2023

Sixth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.10 to Annual Report on Form 10-K filed February 22, 2023

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

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

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 filed February 12, 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

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

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.

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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

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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)†**

Churchill Downs Incorporated Senior Vice President, Vice President & Other Key Employee Severance Policy (Amended Effective as of December 1, 2015)† Exhibit 10.26 to Annual Report on Form 10-K filed February 22, 2023

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

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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 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

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

Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Maureen Adams† Exhibit 10.31 to Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed February 22, 2023

Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Brad Blackwell† Exhibit 10.32 to Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed February 22, 2023

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

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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

Numbers Description By Reference To

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.

1 unchanged sentence

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

Numbers Description By Reference To

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

4 unchanged sentences

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

Incremental Joinder Agreement No.

2, dated February 24, 2023, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent Exhibit 10.01 to Current Report on Form 8-K filed on February 24, 2023

Fifth Amendment to Credit Agreement, dated March 20, 2023, by and among Churchill Downs Incorporated, the other credit parties party hereto and JP Morgan Chase Bank N.A., as agent* Exhibit 10.02 to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 filed April 26, 2023

Stock Repurchase Agreement, dated December 18, 2023 by and between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.1 to Current Report on Form 8-K filed on December 18, 2023

Subsidiaries of the Registrant**

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Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Rule 13a-14(b))***

Churchill Downs Incorporated Policy on Recoupment of Incentive Compensation**

101 INS Inline XBRL Instance Document**

101 SCH Inline XBRL Taxonomy Extension Schema Document**

Numbers Description By Reference To

101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**

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(in millions) Balance

of Year Change in Accounting Standard Charged

of Year 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