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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.
−Removed: 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.
−Removed: 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, 2024.
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OTHER INFORMATION
−Removed: Securities Trading Plans of Directors and Executive Officers
−Removed: 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.
+Added: On December 2, 2024 , the Company’s Chief Operating Officer , William E.
+Added: Mudd , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
+Added: Mudd’s plan is for the sale of up to 101,379 shares of the Company’s common stock.
+Added: The plan will terminate on the earlier of the date all shares under the plan are sold or July 30, 2025 .
+Added: None of the Company's other 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 during the fiscal quarter ended December 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 unchanged sentences
This Code of Conduct is available on our corporate website, www.churchilldownsincorporated.com , under the "Corporate Governance" subheading of the "Investors" heading and is also available to shareholders upon request.
+Added: The Company has adopted an insider trading policy governing the purchase and sale and other disposition of Company securities by our directors, officers and employees.
+Added: The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.
+Added: It is also our policy that the Company will not trade in company securities in violation of applicable securities laws or stock exchange listing standards.
Information about our Executive Officers
10 unchanged sentences
ERIE), from March 2009 through October 2015.
−Removed: Blackwell 52 Executive Vice President, General Counsel and Secretary since March 2017;
+Added: Blackwell 53 Senior 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.
−Removed: Maureen Adams 60 Executive Vice President of Gaming Operations since February 2022;
+Added: Maureen Adams 61 Senior Vice President of Gaming Operations since February 2022;
Vice President of Gaming Operations from July 2019 to February 2022;
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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
−Removed: 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
+Added: 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 October 25, 2022 Exhibit 3.1 to Current Report on Form 8-K filed October 25, 2022
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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
−Removed: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934**
+Added: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4(f) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
Indenture dated as of April 25, 2023 among, CDI, the Guarantors and U.S.
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Exhibit 10.4 to Current Report on Form 8-K filed November 5, 2018
−Removed: Executive Change in Control, Severance and Indemnity Agreement, dated as of July 27, 2020, by and between Churchill Downs Incorporated and Marcia A.
−Removed: Exhibit 10.1 to Current Report on Form 8-K filed July 30, 2020
−Removed: 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
−Removed: 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
+Added: 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 filed February 22, 2023
+Added: 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 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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and Churchill Downs Incorporated et al.
−Removed: Exhibit 10(kk) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
−Removed: Amended and Restated Stockholder’s Agreement, dated as of June 9, 2017, by and between Churchill Downs Incorporated and CDI Holdings, LLC Exhibit 10.2 to Current Report on Form 8-K filed June 12, 2017
−Removed: Numbers Description By Reference To
+Added: Exhibit 10(k) 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.
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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
+Added: 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
−Removed: Incremental Joinder Agreement No.
−Removed: 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
−Removed: 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
−Removed: 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
+Added: Fifth Amendment to Credit Agreement, Dated March 20, 2023, 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 10.02 to Quarterly Report on Form 10-Q filed April 26, 2023
+Added: Sixth Amendment to Credit Agreement, dated July 3, 2024, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent Exhibit 10.01 to Current Report on Form 8-K filed July 3, 2024
+Added: Seventh Amendment to Credit Agreement, dated February 14, 2025, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and fronting lender Exhibit 10.01 to Current Report on Form 8-K filed February 14, 2025
+Added: Form of Churchill Downs Incorporated Non-Employee Director Restricted Stock Agreement† Exhibit 10.01 to Quarterly Report on Form 10-Q filed on July 24, 2024
+Added: Second Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan (Effective, as Amended and Restated, August 1, 2024) Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on October 23, 2024
+Added: Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan (Effective December 31, 2024)†**
+Added: Churchill Downs Incorporated Insider Trading Policy**
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))***
−Removed: Churchill Downs Incorporated Policy on Recoupment of Incentive Compensation**
+Added: Churchill Downs Incorporated Policy on Recoupment of Incentive Compensation Exhibit 97 to Annual Report on Form 10-K filed February 21, 2024
101 INS Inline XBRL Instance Document**
−Removed: 101 SCH Inline XBRL Taxonomy Extension Schema Document**
Numbers Description By Reference To
+Added: 101 SCH Inline XBRL Taxonomy Extension Schema Document**
101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
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(Chairman of the Board) (Director) (Director)
−Removed: /s/ Robert L.
−Removed: Fealy /s/ Douglas C.
+Added: Varga /s/ Douglas C.
Grissom /s/ Daniel P.
−Removed: Fealy Douglas C.
+Added: Varga Douglas C.
Grissom Daniel P.
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/s/ Karole F.
−Removed: Lloyd /s/ Paul C.
−Removed: Lloyd Paul C.
−Removed: February 21, 2024 February 21, 2024
−Removed: (Director) (Director)
+Added: February 19, 2025
CHURCHILL DOWNS INCORPORATED
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Expense Deductions Balance
−Removed: Allowance for doubtful accounts:
+Added: Allowance for credit losses:
December 31, 2024 $ 5.0 $ 3.5 $ ( 3.6 ) $ 4.9
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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.