Churchill Downs Inc 2024年度报告

☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission file number 001-33998Churchill Downs Incorporated (Exact name of registrant as specified in its charter) (IRS Employer Identification No.) 600 North Hurstbourne Parkway, Suite 400Louisville,Kentucky40222(Address of principal executive offices)(Zip Code) (502) 636-4400(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequiredto file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by a check mark whether the registrant has filed a report on and attestation to its management's assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☐ As of February 12, 2025, 73,548,069 shares of the Registrant’s Common Stock were outstanding. As of June 30,2024 (based upon the closing sale price for such date on the Nasdaq Stock Market), the aggregate market value ofthe shares held by non-affiliates of the Registrant was $9,764,280,136. For the purposes of this disclosure only, theregistrant has assumed that its directors and executive officers (as defined in Rule 3b-7 under the Exchange Act) arethe affiliates of the registrant. Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders to be held on April 22, 2025 areincorporated by reference herein in response to Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. CHURCHILL DOWNS INCORPORATEDINDEX TO ANNUAL REPORT ON FORM 10-KFor the Year Ended December 31, 2024 Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities29Item 6.Reserved30Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure89Item 9A.Controls and Procedures89Item 9B.Other Information89 Part III Item 10.Directors, Executive Officers and Corporate Governance90Item 11.Executive Compensation90Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters90Item 13.Certain Relationships and Related Transactions, and Director Independence91Item 14.Principal Accountant Fees and S