Churchill Downs Inc
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 21, 2024
CHDN$98.77+0.8%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index
| Numbers | Description | By Reference To |
|---|---|---|
| 2.1 | Purchase Agreement, dated as of February 18, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporated | Exhibit 2.1 to Current Report on Form 8-K filed February 22, 2022 |
| 2.2 | Amendment No. 1 to Purchase Agreement, dated as of September 2, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporation | Exhibit 2.1 to Current Report on Form 8-K filed September 6, 2022 |
| 3.1 | 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 |
| 3.2 | 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 |
| 3.3 | 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 |
| 4.1 | 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 |
| 4.2 | Indenture, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association | Exhibit 4.1 to Current Report on Form 8-K filed December 27, 2017 |
| 4.3 | Indenture, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association | Exhibit 4.1 to Current Report on Form 8-K filed March 26, 2019 |
| 4.4 | Second Supplemental Indenture, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association | Exhibit 4.1 to Current Report on Form 8-K filed March 18, 2021 |
| 4.5 | Indenture, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and U.S. Bank National Association as trustee | Exhibit 4.1 to Current Report on Form 8-K filed April 14, 2022 |
| 4.6 | Registration Rights Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities LLC | Exhibit 4.2 to Current Report on Form 8-K filed December 27, 2017 |
| 4.7 | Registration Rights Agreement, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities, LLC | Exhibit 4.2 to Current Report on Form 8-K filed March 26, 2019 |
| 4.8 | Registration Rights Agreement, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities LLC | Exhibit 4.2 to Current Report on Form 8-K filed March 18, 2021 |
| 4.9 | Registration Rights Agreement, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and J.P. Morgan Securities LLC, as representative of the initial purchasers | Exhibit 4.2 to Current Report on Form 8-K filed April 14, 2022 |
| 4.10 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934** | |
| 4.11 | 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 |
| 4.12 | 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 |
|---|---|---|
| 4.13 | 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 |
| 4.14 | 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 |
| 4.15 | 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 |
| 4.16 | 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 |
| 4.17 | 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 |
| 4.18 | 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 |
| 4.19 | 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 |
| 4.20 | 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 |
| 4.21 | 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 |
| 4.22 | 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 |
| 4.23 | 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 |
|---|---|---|
| 4.24 | 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 |
| 4.25 | 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 |
| 4.26 | 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 |
| 4.27 | 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 |
| 4.28 | 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 |
| 10.1 | 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 |
| 10.2 | Churchill Downs Incorporated Amended and Restated Deferred Compensation Plan for Employees and Directors† | Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 filed May 15, 2001 |
| 10.3 | 2005 Churchill Downs Incorporated Deferred Compensation Plan† | Exhibit 10.1 to Current Report on Form 8-K filed June 21, 2005 |
| 10.4 | 2006 Amendment to 2005 Churchill Downs Incorporated Deferred Compensation Plan† | Exhibit 10.1 to Current Report on Form 8-K filed June 8, 2006 |
| 10.5 | Amendment to Churchill Downs Incorporated 2005 Deferred Compensation Plan Adopted June 28, 2007† | Exhibit 10(b) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 filed August 7, 2007 |
| 10.6 | 2005 Churchill Downs Incorporated Deferred Compensation Plan (As Amended as of December 1, 2008)† | Exhibit 10 (ww) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009 |
| 10.7 | 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 |
| 10.8 | 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 |
| 10.9 | 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 |
| 10.10 | 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 |
| 10.11 | Churchill Downs Incorporated Restricted Stock Unit Deferred Compensation Plan† | Exhibit 10.1 to Current Report on Form 8-K filed December 19, 2019 |
| 10.12 | 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 |
|---|---|---|
| 10.13 | Form of Performance Share Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C. Carstanjen and William E. Mudd† | Exhibit 10.1 to Current Report on Form 8-K filed November 5, 2018 |
| 10.14 | Form of Restricted Stock Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C. Carstanjen and William E. Mudd† | Exhibit 10.2 to Current Report on Form 8-K filed November 5, 2018 |
| 10.15 | First Amendment to the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997), effective November 14, 2008† | Exhibit 10 (vv) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009 |
| 10.16 | Churchill Downs Incorporated Executive Annual Incentive Plan, effective January 1, 2013† | Exhibit A to Schedule 14A filed May 3, 2012 |
| 10.17 | 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 |
| 10.18 | Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Units Agreement† | Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed August 3, 2016 |
| 10.19 | First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan† | Exhibit B to Schedule 14A filed March 29, 2016 |
| 10.20 | 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 |
| 10.21 | Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William C. Carstanjen† | Exhibit 10.3 to Current Report on Form 8-K filed November 5, 2018 |
| 10.22 | Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William E. Mudd† | Exhibit 10.4 to Current Report on Form 8-K filed November 5, 2018 |
| 10.23 | Executive Change in Control, Severance and Indemnity Agreement, dated as of July 27, 2020, by and between Churchill Downs Incorporated and Marcia A. Dall† | Exhibit 10.1 to Current Report on Form 8-K filed July 30, 2020 |
| 10.24 | 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 |
| 10.25 | 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 |
| 10.26 | 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 |
| 10.27 | Class Action Settlement Agreement, dated as of July 24, 2020, by and between Kater et al. and Churchill Downs Incorporated et al. | Exhibit 10(kk) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021 |
| 10.28 | 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 | |||
|---|---|---|---|
| 10.29 | Credit Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. and PNC Bank, National Association | Exhibit 4.3 to Current Report on Form 8-K filed December 27, 2017 | |
| 10.30 | 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 | |
| 10.31 | 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 | |
| 10.32 | Third Amendment to Credit Agreement, dated February 1, 2021, among Churchill Downs Incorporated, the subsidiary guarantors and the lenders parties thereto, and JPMorgan Chase Bank, N.A. | Exhibit 10.2 to Current Report on Form 8-K filed February 2, 2021 | |
| 10.33 | Incremental Joinder Agreement No. 1, dated March 17, 2021, among Churchill Downs Incorporated, the credit parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A | Exhibit 10.1 to Current Report on Form 8-K filed March 18, 2021 | |
| 10.34 | 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 | |
| 10.35 | 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 | |
| 10.36 | 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 | |
| 10.37 | 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 | |
| 21 | Subsidiaries of the Registrant** | ||
| 23 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm** | ||
| 31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | ||
| 31(b) | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | ||
| 32 | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Rule 13a-14(b))*** | ||
| 97 | 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** | ||
| 101 | DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | ||
| 101 | LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | ||
| 101 | PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | ||
| 104 | Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101) | |||
† Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.