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Item 1. Financial Statements

2025-10-22 compared with 2025-07-23 · 168 added, 111 removed, 666 unchanged (30% 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) 2025 2024 2025 2024

Live and Historical Racing $ 509.9 $ 464.7 $ 782.4 $ 709.8

Live and Historical Racing $ 300.0 a $ 247.5 $ 1,082.4 $ 957.3

Wagering Services and Solutions 118.0 111.3 383.3 369.6

8 unchanged sentences

Selling, general and administrative expense 59.3 59.8 174.7 172.0

Asset impairments 2.4 — 2.4 —

Asset impairments, net 45.1 3.9 47.5 3.9

Transaction expense, net 1.9 ( 4.0 ) 3.4 0.7

9 unchanged sentences

Net income 39.2 66.2 334.0 356.8

Net income attributable to noncontrolling interest 0.7 0.9 1.2 0.9

Net income attributable to noncontrolling interests 1.1 0.8 2.3 1.7

Net income attributable to Churchill Downs Incorporated $ 38.1 $ 65.4 $ 331.7 $ 355.1

6 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, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Current assets:

42 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, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

17 unchanged sentences

Balance, June 30, 2025 70.2 — 1,042.6 ( 1.0 ) 1,041.6

Net income attributable to Churchill Downs Incorporated 38.1 38.1

Issuance of common stock 0.1 5.0 5.0

Repurchase of common stock ( 0.5 ) ( 12.6 ) ( 40.9 ) ( 53.5 )

Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 0.1 )

Stock-based compensation 7.7 7.7

Other ( 3.9 ) ( 3.9 )

Balance, September 30, 2025 69.8 $ — $ 1,035.9 $ ( 1.0 ) $ 1,034.9

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

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

17 unchanged sentences

Balance, June 30, 2024 73.4 — 1,031.9 ( 1.0 ) 1,030.9

Net income attributable to Churchill Downs Incorporated 65.4 65.4

Issuance of common stock 0.2 4.2 4.2

Repurchase of common stock ( 0.1 ) ( 9.0 ) ( 9.0 )

Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 0.1 )

Stock-based compensation 7.1 7.1

Other ( 0.5 ) ( 1.0 ) ( 1.5 )

Balance, September 30, 2024 73.5 $ 1.7 $ 1,096.3 $ ( 1.0 ) $ 1,097.0

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

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2025 2024

8 unchanged sentences

Asset impairments 87.5 3.9

Gain on settlement of liability ( 40.0 ) —

Amortization of operating lease assets 4.8 4.1

8 unchanged sentences

Capital project expenditures ( 171.7 ) ( 367.8 )

Acquisition of gaming rights, net of cash acquired ( 185.3 ) —

Other ( 11.5 ) 1.8

6 unchanged sentences

Taxes paid related to net share settlement of stock awards ( 4.1 ) ( 10.6 )

Debt issuance costs ( 0.3 ) ( 2.5 )

Change in bank overdraft ( 1.7 ) ( 7.5 )

7 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, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2025 2024

5 unchanged sentences

Property and equipment additions included in accounts payable and accrued expenses $ 21.2 $ 55.2

Fair value of noncontrolling interest recognized in connection with asset acquisition 20.4 —

Right-of-use assets obtained in exchange for lease obligations in operating leases 20.8 4.2

1 unchanged sentence

Repurchase of common stock included in accrued expense and other current liabilities 0.5 9.0

Deferred payments for acquisition of business included in other liabilities — 1.2

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

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

9 unchanged sentences

In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature.

In August 2025, the Company completed the acquisition of 90 % of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire ("Casino Salem").

The Company will assume responsibility for the development of a charitable gaming, entertainment and dining destination at this location.

Refer to Note 3, Acquisitions, and Note 11, Redeemable Noncontrolling Interest, for further information on the transaction.

In April 2024, the Company closed on the sale of 49 % of the United Tote Company ("United Tote"), a wholly-owned subsidiary of CDI, to NYRA Content Management Solutions, LLC ("NYRA"), a subsidiary of the New York Racing Association, Inc.

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Early adoption is permitted.

The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

On August 27, 2025, the Company completed its acquisition of 90 % of Casino Salem (the "Salem Transaction"), which was treated as an asset acquisition because substantially all the value of the gross assets acquired was concentrated in the gaming rights.

In conjunction with the acquisition, the Company recorded a $ 196.6 million indefinite-lived gaming rights intangible, which represented the fair value of the gaming rights at the date of acquisition.

The fair value of the gaming rights acquired in the 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 facility in a specified region, and that the present value of the projected cashflows 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.

The Company has not included other disclosures regarding the Salem Transaction because the acquisition is immaterial to our business.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $ 900.2 million as of June 30, 2025 and December 31, 2024.

Goodwill was $ 900.2 million as of September 30, 2025 and December 31, 2024.

We performed our annual goodwill impairment analysis as of April 1, 2025, and no adjustment to the carrying value of goodwill was required.

2 unchanged sentences

Other intangible assets are comprised of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

8 unchanged sentences

Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing.

The Company’s effective income tax rates of 25.5 % and 28.6 % for the three months ended June 30, 2025 and June 30, 2024, respectively, were higher than the U.S.

Chasers Poker Room Impairment

During the third quarter of 2025, the Company concluded that the completion of the Salem Transaction qualifies as a trigger event for impairment testing related to the Chasers Poker Room ("Chasers") indefinite-lived gaming rights intangible.

At the time the Company acquired Chasers, the valuation of the gaming rights contemplated a future expansion of the existing operations in Salem, New Hampshire.

Given the completion of the Salem Transaction, the Company now intends to build Casino Salem and currently does not plan to expand Chasers.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Because the Company does not currently intend to expand Chasers, the Company settled an outstanding liability owed to the former owners of Chasers, related to the Chasers' gaming rights, in the amount of $ 10.0 million.

The settlement of the noncurrent liability resulted in a gain of $ 40.0 million in the third quarter of 2025.

Given the completion of the Salem Transaction and the settlement of the liability related to the Chasers' gaming rights, the Company evaluated and subsequently updated the projected cash flows and discount rate related to the Chasers' gaming rights.

The fair value of the Chasers' gaming rights intangible was determined using the Greenfield Method, an income approach methodology that calculates the present value 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 intangible.

As a result of this assessment, the Company recognized a non-cash impairment charge of $ 85.1 million in the third quarter of 2025 for the entire value of the Chasers' gaming rights, which are included in the Live and Historical Racing segment.

The $ 40.0 million gain on settlement of the noncurrent liability and the $ 85.1 million impairment charge of the gaming rights intangible are included in Asset impairments, net in the Condensed Consolidated Statements of Comprehensive Income.

The Company’s effective income tax rate was 35.9 % for the three months ended September 30, 2025, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes, increased future tax expenses from the remeasurement of deferred income tax liabilities related to New Hampshire and the acquisition of Casino Salem, and non-deductible officer’s compensation, partially offset by the excess tax benefit from restricted stock compensation distributed in the third quarter of 2025.

The Company’s effective income tax rate of 25.6 % for the nine months ended September 30, 2025, and 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 rates of 24.0 % and 26.6 % for the six months ended June 30, 2025 and June 30, 2024, respectively, were 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 from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarters of 2025 and 2024, which decreased income attributable to states with higher tax rates compared to prior year.

On July 4, 2025, the United States enacted H.R.

1, a new federal tax and spending bill.

Many of the tax provisions included in the bill are retroactive and will have a significant favorable impact on the Company’s current tax expense, primarily due to the permanent reinstatements of 100% bonus depreciation rules and a 30% of EBITDA-based interest expense deduction limitation.

As a result of this change, the Company will begin utilizing the $ 91.2 million deferred tax asset related to interest expense previously subject to limitation.

The expected reduction in cash paid taxes as a result of these new tax provisions will increase cash flow from operating activities.

The Company’s effective income tax rate was 23.1 % for the three months ended September 30, 2024, and was higher than the U.S.

federal statutory rate of 21.0% primarily resulting from state income taxes, non-deductible officer’s compensation and other non-deductible expense, partially offset by the excess tax benefit from the payment of restricted stock compensation and the tax benefit from the expiration of the statute of limitations for certain unrecognized tax benefits.

The Company’s effective income tax rate was 26.0 % for the nine months ended September 30, 2024, and was higher than the U.S.

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

SHAREHOLDERS' EQUITY

Stock Repurchase Programs

On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $ 500.0 million (the "2025 Stock Repurchase Program").

The 2025 Stock Repurchase Program includes and is not in addition to the $ 125.6 million remaining under the 2021 Stock Repurchase Program.

On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $ 500.0 million (the "July 2025 Stock Repurchase Program").

The July 2025 Stock Repurchase Program includes and is not in addition to the $ 169.2 million previously remaining under the March 2025 Stock Repurchase Program.

Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions.

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

We had approximately $ 184.2 million of repurchase authority remaining under the 2025 Stock Repurchase Program at June 30, 2025, based on trade date.

See Note 16, "Subsequent Events", for information on an updated stock repurchase program approved by the Board of Directors in July 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

We had approximately $ 461.5 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at September 30, 2025, based on trade date.

On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $ 500.0 million (the "March 2025 Stock Repurchase Program").

The March 2025 Stock Repurchase Program included and was not in addition to the $ 125.6 million remaining under the 2021 Stock Repurchase Program.

As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

During the three and six months ended March 31, 2025 and 2024, we repurchased the following shares under our stock repurchase programs:

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

During the three and nine months ended September 30, 2025 and 2024, we repurchased the following shares under our stock repurchase programs:

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

(in millions, except share data) 2025 2024 2025 2024

Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price

2025 Stock Repurchase Program 2,565,964 $ 250.4 — $ — 3,152,202 $ 315.8 — $ —

July 2025 Stock Repurchase Program 373,282 $ 38.5 — $ — 373,282 $ 38.5 — $ —

March 2025 Stock Repurchase Program 142,245 15.0 — — 3,294,447 330.8 — —

2021 Stock Repurchase Program — — 67,139 9.0 212,012 24.0 345,834 43.9

5 unchanged sentences

The repurchase of the shares was funded using available cash and borrowings under the Company’s senior secured credit facility.

As of June 30, 2025 and December 31, 2024, we had $ 1.9 million and $ 3.0 million, respectively, accrued for the future cash settlement of executed repurchases of our common stock.

As of September 30, 2025 and December 31, 2024, we had $ 0.5 million and $ 3.0 million, respectively, accrued for the future cash settlement of executed repurchases of our common stock.

STOCK-BASED COMPENSATION PLANS

2 unchanged sentences

We have stock-based employee compensation plans with awards outstanding under the 2016 Plan, the 2025 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 $ 7.2 million and $ 10.8 million for the three months and six months ended June 30, 2025 and $ 8.9 million and $ 16.1 million for the three months and six months ended June 30, 2024, respectively.

At June 30, 2025 and December 31, 2024, the Company had $ 9.5 million and $ 25.0 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2025, the Company awarded RSUs to employees, as well as 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 $ 7.4 million and $ 18.2 million for the three months and nine months ended September 30, 2025 and $ 7.1 million and $ 23.2 million for the three months and nine months ended September 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had $ 9.0 million and $ 25.0 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

During the nine months ended September 30, 2025, the Company awarded RSUs to employees, as well as RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors.

The vesting criteria for the PSU awards granted in 2025 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.

2 unchanged sentences

The PSUs can be converted into shares of our common stock at the time the PSU award value is finalized.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

9 unchanged sentences

The following table presents our total debt outstanding:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Term Loan B-1 due 2028 $ 286.5 $ 288.8

10 unchanged sentences

Credit Agreement

At June 30, 2025, 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"), $ 287.2 million senior secured term loan B-1 (the "Term Loan B-1"), $ 1.1 billion senior secured term loan A (the "Term Loan A"), and $ 100.0 million swing line commitment.

At September 30, 2025, 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"), $ 286.5 million senior secured term loan B-1 (the "Term Loan B-1"), $ 1.1 billion senior secured term loan A (the "Term Loan A"), and $ 100.0 million swing line commitment.

On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier "springing maturity" if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) amend certain other provisions of the Credit Agreement.

3 unchanged sentences

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, 2025, that applicable margin was 150 basis points which was based on the pricing grid in the Credit Agreement.

The Company had $ 686.9 million available borrowing capacity, after consideration of $ 9.1 million in outstanding letters of credit, under the Revolver as of June 30, 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

As of September 30, 2025, that applicable margin was 150 basis points which was based on the pricing grid in the Credit Agreement.

The Company had $ 572.8 million available borrowing capacity, after consideration of $ 8.2 million in outstanding letters of credit, under the Revolver as of September 30, 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

1 unchanged sentence

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, 2025, the Company's commitment fee rate was 0.25 %.

For the period ended September 30, 2025, the Company's commitment fee rate was 0.25 %.

2027 Senior Notes

As of June 30, 2025, we had $ 600.0 million in aggregate principal amount of 5.500 % senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes").

As of September 30, 2025, we had $ 600.0 million in aggregate principal amount of 5.500 % senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes").

The 2027 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2019.

1 unchanged sentence

2028 Senior Notes

As of June 30, 2025, we had a total of $ 700.0 million in aggregate principal amount of 4.750 % senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028.

As of September 30, 2025, we had a total of $ 700.0 million in aggregate principal amount of 4.750 % senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028.

The 2028 Senior Notes consist of $ 500.0 million notes issued at par and $ 200.0 million notes issued at 103.25 %.

3 unchanged sentences

2030 Senior Notes

As of June 30, 2025, we had $ 1.2 billion in aggregate principal amount of 5.750 % senior unsecured notes that mature on April 13, 2030 (the "2030 Senior Notes").

As of September 30, 2025, we had $ 1.2 billion in aggregate principal amount of 5.750 % senior unsecured notes that mature on April 13, 2030 (the "2030 Senior Notes").

The 2030 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2022.

1 unchanged sentence

2031 Senior Notes

As of June 30, 2025, we had $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes").

As of September 30, 2025, we had $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes").

The 2031 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1st, 2023.

2 unchanged sentences

Performance Obligations

As of June 30, 2025, 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 $ 233.9 million.

As of September 30, 2025, 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 $ 247.1 million.

The revenue we expect to recognize on these remaining performance obligations is $ 1.2 million for the remainder of 2025, $ 70.6 million in 2026, $ 55.6 million in 2027, and the remainder thereafter.

As of June 30, 2025, 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, 2025, 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, 2025 and December 31, 2024, contract assets were not material.

As of June 30, 2025 and December 31, 2024, contract liabilities were $ 44.8 million and $ 81.5 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, 2025 and December 31, 2024, contract assets were not material.

As of September 30, 2025 and December 31, 2024, contract liabilities were $ 55.7 million and $ 81.5 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 the recognition of previously deferred revenue related to the 151st Kentucky Derby.

We recognized $ 47.9 million and $ 53.9 million of revenue during the three months and six months ended June 30, 2025, respectively, which was included in the contract liabilities balance at December 31, 2024.

We recognized $ 67.2 million and $ 73.0 million of revenue during the three months and six months ended June 30, 2024, respectively, which was included in the contract liabilities balance at December 31, 2023.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

We recognized $ 2.2 million and $ 56.1 million of revenue during the three months and nine months ended September 30, 2025, respectively, which was included in the contract liabilities balance at December 31, 2024.

We recognized $ 1.1 million and $ 74.1 million of revenue during the three months and nine months ended September 30, 2024, respectively, which was included in the contract liabilities balance at December 31, 2023.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

8 unchanged sentences

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

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

2 unchanged sentences

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

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

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

(in millions) 2025 2024 2025 2024

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Intercompany net revenue $ — $ — $ — $ —

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

7 unchanged sentences

Total $ 300.0 $ 118.0 $ 265.0 $ 683.0 $ — $ 683.0

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

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(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 $ 15.6 million for the three months ended June 30, 2025 and $ 14.2 million for the three months ended June 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

These amounts were $ 15.2 million for the three months ended September 30, 2025 and $ 14.2 million for the three months ended September 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

7 unchanged sentences

Total $ 1,082.4 $ 383.3 $ 794.2 $ 2,259.9 $ 0.1 $ 2,260.0

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total

8 unchanged sentences

These amounts were $ 30.0 million for the six months ended June 30, 2025 and $ 27.6 million for the six months ended June 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

These amounts were $ 45.2 million for the nine months ended September 30, 2025 and $ 41.7 million for the nine months ended September 30, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

3 unchanged sentences

Accounts receivable is comprised of the following:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Trade receivables $ 36.0 $ 37.3

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Other current assets

(in millions) June 30, 2025 December 31, 2024

Other current assets is comprised of the following:

(in millions) September 30, 2025 December 31, 2024

Inventory $ 12.4 $ 11.6

6 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Account wagering deposits liability $ 66.2 $ 63.1

13 unchanged sentences

NYRA's interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity on the Company’s Condensed Consolidated Balance Sheets.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

In August 2025, the Company closed on the purchase of 90 % of Casino Salem, a joint venture with SL Salem, LLC and JPF Casino Enterprises, LLC (collectively, the "Casino Salem Minority Interest Holders").

The Casino Salem Minority Interest Holders' interests include certain embedded redemption features, such as put rights, that are not exclusively within the Company’s control.

The Casino Salem Minority Interest Holders' interests are treated as redeemable noncontrolling interest and are not included in the permanent equity on the Company’s Condensed Consolidated Balance Sheets.

The redeemable noncontrolling interest is initially accounted for at fair value and subsequently adjusted to the greater of the redemption value or the carrying value.

3 unchanged sentences

Balance, December 31, 2023 $ —

Redeemable noncontrolling interest initial measurement 14.4

Net income attributable to redeemable noncontrolling interest 2.3

Redemption value adjustment 3.0

Balance, June 30, 2025 $ 22.5

Balance, December 31, 2024 19.7

Redeemable noncontrolling interest initial measurement 20.4

Net income attributable to redeemable noncontrolling interests 2.3

Redemption value adjustment 1.8

Balance, September 30, 2025 $ 44.2

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of June 30, 2025 and December 31, 2024 primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG").

Investments in and advances to unconsolidated affiliates as of September 30, 2025 and December 31, 2024, primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG").

Rivers Casino Des Plaines

3 unchanged sentences

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

As of June 30, 2025 , 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 $ 833.1 million.

Our investment in Rivers Des Plaines was $ 554.7 million and $ 547.1 million as of June 30, 2025 and December 31, 2024, respectively.

The Company received distributions from Rivers Des Plaines of $ 39.8 million and $ 58.7 million for the six months ended June 30, 2025 and 2024, respectively.

As of September 30, 2025 , 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 $ 833.1 million.

Our investment in Rivers Des Plaines was $ 561.0 million and $ 547.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company received distributions from Rivers Des Plaines of $ 56.7 million and $ 78.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Miami Valley Gaming and Racing

2 unchanged sentences

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 $ 114.1 million as of June 30, 2025 and December 31, 2024.

The Company received distributions from MVG of $ 23.0 million for the six months ended June 30, 2025 and 2024.

Our investment in MVG was $ 113.9 million and $ 114.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company received distributions from MVG of $ 35.0 million in each of the nine month periods ended September 30, 2025 and 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

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) 2025 2024 2025 2024

5 unchanged sentences

Net income $ 61.3 $ 58.3 $ 184.5 $ 188.3

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Current assets $ 106.9 $ 100.5

16 unchanged sentences

The fair values of the Company's 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, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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, 2025

September 30, 2025

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

34 unchanged sentences

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, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

2 unchanged sentences

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) 2025 2024 2025 2024

1 unchanged sentence

Net income attributable to Churchill Downs Incorporated $ 38.1 $ 65.4 $ 331.7 $ 355.1

Adjustments related to redeemable noncontrolling interest ( 0.4 ) ( 0.8 ) ( 1.6 ) ( 0.8 )

Adjustments related to redeemable noncontrolling interests ( 0.2 ) ( 1.0 ) ( 1.8 ) ( 1.8 )

Net income attributable to common shareholders $ 37.9 $ 64.4 $ 329.9 $ 353.3

14 unchanged sentences

Adjusted EBITDA includes the following adjustments:

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to a noncontrolling interest.

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interests.

Adjusted EBITDA excludes, as applicable:

4 unchanged sentences

• Rivers Des Plaines' impact on our investments in unconsolidated affiliates from legal reserves and transaction costs;

• Asset impairments;

• Asset impairments, net;

• Gain on property sales;

2 unchanged sentences

• Other charges, recoveries and expenses

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

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) 2025 2024 2025 2024

4 unchanged sentences

Net Revenue $ 683.0 $ 628.5 $ 2,260.0 $ 2,110.1

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

1 unchanged sentence

Adjusted EBITDA by segment is comprised of the following:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

13 unchanged sentences

Adjusted EBITDA $ 116.4 $ 46.0 $ 123.3

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

13 unchanged sentences

Adjusted EBITDA $ 93.0 $ 42.5 $ 123.3

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

13 unchanged sentences

Adjusted EBITDA $ 514.9 $ 135.3 $ 374.1

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in millions) Live and Historical Racing Wagering Services and Solutions Gaming

13 unchanged sentences

Adjusted EBITDA $ 473.0 $ 128.3 $ 386.8

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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) 2025 2024 2025 2024

1 unchanged sentence

Net income and comprehensive income attributable to Churchill Downs Incorporated $ 38.1 $ 65.4 $ 331.7 $ 355.1

Net income attributable to noncontrolling interest 0.7 0.9 1.2 0.9

Net income attributable to noncontrolling interests 1.1 0.8 2.3 1.7

Net income 39.2 66.2 334.0 356.8

5 unchanged sentences

Other expenses, net 2.9 1.0 7.7 1.3

Asset impairments 2.4 — 2.4 —

Asset impairments, net 45.1 3.9 47.5 3.9

Transaction expense, net 1.9 ( 4.0 ) 3.4 0.7

12 unchanged sentences

Total Adjusted EBITDA $ 262.3 $ 235.3 $ 958.3 $ 922.6

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Churchill Downs Incorporated

1 unchanged sentence

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

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Total assets:

6 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions) 2025 2024

7 unchanged sentences

SUBSEQUENT EVENTS

On July 4, 2025, the United States enacted H.R.

1, a new federal tax and spending bill.

Many of the tax provisions included in the bill are retroactive and will have a significant favorable impact on the Company’s current year cash tax expense, primarily due to the permanent reinstatements of 100% bonus depreciation rules and a 30% of EBITDA-based interest expense deduction limitation.

As a result of this change, the Company will begin utilizing the $ 91.2 million deferred tax asset related to interest expense previously subject to limitation.

The expected reduction in cash paid taxes as a result of these new tax provisions will increase cash flow from operating activities.

On July 14, 2025, the Company announced that it had entered into definitive agreements to acquire 90 % of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire ("Casino Salem"), for total consideration of $ 180.0 million in cash (the "Salem Transaction"), subject to certain working capital and other purchase price adjustments.

Casino Salem is located at The Mall at Rockingham Park, which is approximately 30 minutes from downtown Boston.

Pursuant to the Salem Transaction, the Company will assume responsibility for the development of a charitable gaming, entertainment and dining destination.

The Company will continue to operate Chasers Poker Room in Salem and is still evaluating the impact, if any, to the existing operations.

On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $ 500.0 million ("July 2025 Stock Repurchase Program").

The July 2025 Stock Repurchase Program includes and is not in addition to any repurchase authority remaining under the prior 2025 Stock Repurchase Program.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

At its regularly scheduled meeting held on October 21, 2025, the Board of Directors of the Company declared an annual cash dividend on the Company's common stock of $ 0.438 per outstanding share, to be paid on January 6, 2026, to shareholders of record as of the close of business on December 5, 2025, with the aggregate cash dividend to be paid to each shareholder rounded to the nearest whole cent.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

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