Churchill Downs Inc
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 28, 2026
CHDN$97.94-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0000020212-26-000059
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-28.
0000020212-26-000084
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 146 previous paragraphs and 154 current paragraphs.
101 unchanged; 39 reworded; 12 added; 4 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
The Company announced on July 29, 2026 that it is exploring a sale of nine wholly owned regional gaming properties as part of a comprehensive review of the Company’s operational portfolio and long-term capital allocation priorities. These assets represent $280 to $300 million of annual Adjusted EBITDA, which is inclusive of retail sportsbook and market access reported within the Wagering Services and Solutions segment.
Current report
•Net revenue increased $13 million driven by an $8 million increase from the Live and Historical Racing segment, a $2 million decrease from the Wagering Services and Solutions segment, and a $7 million increase from the Gaming segment.
Current report
•Live and Historical Racing revenue increased $10 million due to an $11 million increase from our Kentucky HRM venues and a $1 million increase from Churchill Downs Racetrack, partially offset by a $1 million decrease from our Virginia HRM venues and a $1 million decrease from our New Hampshire venues. The Kentucky HRM increase was
Current report
due to a $7 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, a $1 million increase from our Western Kentucky venues, and a $1 million increase from our Louisville venues. The Virginia HRM decrease was due to a $6 million net decrease from our Central Virginia venues primarily from increased competition, partially offset by a $4 million net increase from our Northern Virginia venues and a $1 million increase at our Western Virginia venue. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our new Rockingham Grand Casino venue.
Current report
•Wagering Services and Solutions revenue decreased $1 million due to a decrease from our sports betting business.
Current report
•Gaming revenue increased $7 million primarily due to increases from our wholly-owned New York, Pennsylvania, and Maine properties.
Current report
•Live and Historical Racing Adjusted EBITDA increased $27 million due to a $13 million increase from Churchill Downs Racetrack, and a $22 million increase from our Kentucky HRM venues, partially offset by a $4 million decrease due to a one-time business interruption insurance recovery received in the prior year for our Northern Virginia venue, a $2 million decrease from our Virginia HRM venues, and $2 million decrease at our New Hampshire venues. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and
Current report
Nine Months Ended September 30, 2026, Compared to the Nine Months Ended September 30, 2025
Current report
On September 25, 2026, the Company closed the eighth amendment to the Credit Agreement to (i) extend the maturity date of the 2031 Revolver and the 2031 TLA from July 2029 to September 2031 subject to an earlier “springing maturity” if certain indebtedness in respect to outstanding notes or other material indebtedness having a maturity prior to September 25, 2031, is not refinanced or extended to a date after September 25, 2031, at least 91 days prior to such other debt’s stated maturity date, (ii) eliminate the 10 basis points credit spread adjustment previously applicable, and (iii) amend certain other provisions of the Credit Agreement.
Current report
The Company capitalized $2 million of debt issuance costs associated with the amendment which will be amortized as interest expense over the remainder of the term.
Current report
On September 25, 2026, the Company entered into a new $500 million 2033 TLB under its Credit Agreement. The 2033 TLB was issued at 99.875% of the principal amount and has a maturity date of September 25, 2033. The 2033 TLB bears interest at SOFR plus 175 basis points, requires quarterly payments of 0.25% of the original $500 million balance, and may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Company capitalized $5 million of debt issuance costs associated with the debt which will be amortized along with the amortization of the original issue discount over the 7-year term. The Company used a portion of the net proceeds from the 2033
Current report
TLB to repay indebtedness outstanding under its Term Loan B-1 due 2028 (the "2028 TLB"), repay indebtedness outstanding under its 2031 Revolver, to fund related transaction fees and expenses, and for working capital and other general corporate purposes. The Company recognized expenses related to the repayment of the 2028 TLB of $1 million, which is included in miscellaneous, net in the accompanying Condensed Consolidated Statements of Comprehensive Income.
Removed paragraphs (4)
Previous report
•Net revenue increased $66 million driven by a $57 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, and an $11 million increase from the Wagering Services and Solutions segment. These increases were partially offset by a $2 million decrease from the Gaming segment.
Previous report
•Live and Historical Racing revenue increased $34 million due to a $21 million increase from Churchill Downs Racetrack, a $12 million increase from our Kentucky HRM venues, and a $1 million increase from our Virginia HRM venues. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue. The Kentucky HRM increase was due to a $5 million increase from our Southwestern Kentucky venues, a $3 million increase from our Northern Kentucky venues, a $3 million increase from our Western Kentucky venues, and a $1 million increase from our Louisville venues. The Virginia HRM increase was due to a $5 million net increase primarily from our Northern Virginia venues, partially offset by a $4 million net decrease from our Central Virginia venues primarily from increased competition.
Previous report
•Gaming revenue increased $4 million primarily due to an $8 million increase primarily from our New York, Indiana, and Maryland properties, partially offset by a $4 million decrease primarily from the cessation of HRM operations in Louisiana in May 2025.
Previous report
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Reworded paragraphs (39)
Previous wording
•changes in, or new interpretations of, applicable tax law or rulings that could result in additional tax liabilities;
Current wording
•changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities;
Previous wording
•cybersecurity risk, including cybersecurity breaches, or loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation;
Current wording
•cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation;
Previous wording
•Operating income increased $30 million driven by a $21 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $4 million increase from the Wagering Services and Solutions segment, a $3 million increase from the Gaming segment, a $2 million increase attributable to the non-cash impairment charge of Virginia HRMs that did not recur in the current period, and $1 million decrease in transaction costs. These increases were offset by a $1 million decrease from All Other.
Current wording
•Operating income increased $45 million driven by a $4 million increase from the Gaming segment, a $46 million increase attributable to the non-cash net impairment of the Chasers' gaming rights that did not recur in the current period, and a $3 million reduction in operating costs from the All Other segment. These increases to operating income were offset by a $3 million decrease from the Live and Historical Racing segment, a $1 million decrease from the Wagering Services and Solutions segment, a $1 million increase in selling, general and administrative expense, and a $3 million increase in transaction costs.
Previous wording
•Net income attributable to Churchill Downs Incorporated increased $24 million. The following impacted the comparability of the Company's net income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025: a $4 million after-tax decrease in transaction, pre-opening, and other expenses and a $2 million after-tax decrease related to an impairment charge in the prior year quarter related to a write-off of obsolete HRMs in Virginia. Excluding these items, net income increased $18 million due to a $10 million after-tax increase primarily driven by the results of our operations, a $4 million after-tax increase in equity income from our unconsolidated affiliates, and a $4 million after-tax decrease in interest expense.
Current wording
impairment of the Chasers' gaming rights, offset by a $2 million after-tax increase in other charges and recoveries, net. Excluding these items, net income increased $9 million due to a $4 million after-tax increase in equity income from our unconsolidated affiliates, a $3 million after-tax increase primarily driven by the results of our operations, a $1 million after-tax decrease in interest expense, and a $1 million after-tax decrease of the portion of the Company's income from United Tote and our facility in New Hampshire being recognized as income attributable to a noncontrolling interest.
Previous wording
•Adjusted EBITDA increased $26 million driven by a $21 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $4 million increase from the Wagering Services and Solutions segment, and a $6 million increase from the Gaming segment. These increases were partially offset by $5 million decrease from All Other.
Current wording
•Adjusted EBITDA increased $2 million driven by a $2 million increase from the Wagering Services and Solutions segment and a $5 million increase from the Gaming segment. These increases were partially offset by a $5 million decrease from the Live and Historical Racing segment.
Previous wording
•Net revenue increased $46 million driven by a $33 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $9 million increase from the Wagering Services and Solutions segment, and a $4 million increase from the Gaming segment.
Current wording
•Net revenue increased $79 million driven by a $65 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, and a $9 million increase from the Wagering Services and Solutions segment, and a $5 million increase from the Gaming segment.
Previous wording
•Operating income increased $38 million driven by an $36 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $5 million increase from the Wagering Services and Solutions segment, a $1 million increase from the Gaming segment, and a $2 million increase attributable to the non-cash impairment charge of Virginia HRMs that did not recur in the current period. These increases were offset by a $4 million increase in selling, general and administrative expenses and a $2 million decrease from All Other.
Current wording
•Operating income increased $83 million driven by a $33 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $4 million increase from the Wagering Services and Solutions segment, a $5 million increase from the Gaming segment, a $1 million reduction in operating costs from the All Other segment, and a $48 million increase attributable to the non-cash net impairment charge of Virginia HRMs and the Chasers' gaming rights that did not recur in the current period. These increases were offset by a $5 million increase in selling, general and administrative expenses and a $3 million increase in transaction costs.
Previous wording
•Net income attributable to Churchill Downs Incorporated increased $30 million. The following impacted the comparability of the Company's net income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025: a $3 million after-tax decrease in other charges and recoveries, a $2 million after-tax decrease in transaction, pre-opening, and other expenses, and a $2 million after-tax decrease related to an impairment charge in the prior year quarter related to a write-off of obsolete HRMs in Virginia. Excluding these items, net income increased $23 million due to a $13 million after-tax increase primarily driven by the results of our operations, a $6 million after-tax increase in equity income from our unconsolidated affiliates, and a $4 million after-tax decrease in interest expense.
Current wording
•Net income attributable to Churchill Downs Incorporated increased $72 million. The following impacted the comparability of the Company's net income for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025: a $36 million after-tax decrease primarily related to an impairment charge of the Chasers' gaming rights in 2025, a $3 million after-tax decrease in transaction, pre-opening, and other expenses, and a $2 million after-tax decrease in other charges and recoveries, net. Excluding these items, net income increased $31 million due to a $16 million after-tax increase primarily driven by the results of our operations, a $9 million after-tax increase in equity income from our unconsolidated affiliates, a $5 million after-tax decrease in interest expense, and a $1 million after-tax decrease of the portion of the Company's income from United Tote and our facility in New Hampshire being recognized as income attributable to a noncontrolling interest.
Previous wording
•Adjusted EBITDA increased $38 million driven by a $32 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, an $8 million increase from the Wagering Services and Solutions segment, and a $5 million increase from the Gaming segment. These increases were partially offset by a $7 million decrease from All Other.
Current wording
•Adjusted EBITDA increased $40 million driven by a $27 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $10 million increase from the Wagering Services and Solutions segment, and a $10 million increase from the Gaming segment. These increases were partially offset by a $7 million decrease from All Other.
Previous wording
•Live and Historical Racing revenue increased $58 million due to a $20 million increase from Churchill Downs Racetrack, a $29 million increase from our Kentucky HRM venues, a $6 million increase from our Virginia HRM venues, and a $3 million increase primarily from New Hampshire venues. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue. The Kentucky HRM increase was primarily due to a $9 million increase from our Western Kentucky venues, an $8 million increase from our Southwestern Kentucky venues, an $8 million increase from our Northern Kentucky venues, and a $4 million increase from our Louisville venues. The Virginia HRM increase was primarily due to a $10 million net increase from our Northern Virginia venues and a $1 million increase from our Western Virginia venue, partially offset by a net $5 million decrease from Central Virginia venues primarily from increased competition.
Current wording
•Live and Historical Racing revenue increased $68 million due to a $20 million increase from Churchill Downs Racetrack, a $41 million increase from our Kentucky HRM venues, a $5 million net increase from our Virginia HRM venues, and a $2 million increase primarily from New Hampshire venues. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue. The Kentucky HRM increase was primarily due to a $16 million increase from our Southwestern Kentucky venues, a $10 million increase from our Western Kentucky venues, a $10 million increase from our Northern Kentucky venues, and a $5 million increase from our Louisville venues. The Virginia HRM increase was primarily due to a $14 million net increase from our Northern Virginia venues and a $2 million increase from our Western Virginia venue, partially offset by a net $11 million decrease from Central Virginia venues primarily from increased competition.
Previous wording
•Wagering Services and Solutions revenue increased $10 million due to $9 million growth in our Horse Racing business from record-breaking Derby Week wagering and a $1 million increase from our Exacta business.
Current wording
•Wagering Services and Solutions revenue increased $11 million due to $10 million growth in our Horse Racing business primarily from record-breaking Derby Week wagering and a $1 million increase in our retail and online sportsbooks.
Previous wording
•Gaming revenue decreased $1 million primarily due to a $14 million net decrease from our Louisiana, Florida, and Mississippi properties primarily from the cessation of HRM operations in Louisiana in May 2025, partially offset by a $13 million increase in our New York, Indiana, Maryland, and Iowa properties.
Current wording
•Gaming revenue increased $6 million primarily due to a $22 million increase in our New York, Indiana, Maryland, Pennsylvania and Maine properties, partially offset by a $16 million net decrease from our Louisiana, Florida, and Mississippi properties primarily from the cessation of HRM operations in Louisiana in May 2025.
Previous wording
Three and Six Months Ended June 30, 2026, Compared to Three and Six Months Ended June 30, 2025
Current wording
Three and Nine Months Ended September 30, 2026, Compared to Three and Nine Months Ended September 30, 2025
Previous wording
Operating expenses increased $16 million and $28 million for the three and six months ended June 30, 2026 compared to June 30, 2025 primarily due to higher gaming taxes as a result of increased revenues. The remaining increase is primarily driven by normal inflationary activity resulting in increased operational costs.
Current wording
Operating expenses decreased $32 million and $4 million for the three and nine months ended September 30, 2026 compared to September 30, 2025 primarily due to the asset impairments recognized in 2025 related to the write-off of HRMs in Virginia that were no longer in use and the impairment of the gaming rights for Chasers that did not recur in 2026. Offsetting the reduction in impairment charges are increased gaming taxes resulting from increased revenues. The remaining offsetting increases in operating expenses are primarily driven by normal inflationary activity resulting in increased operational costs.
Previous wording
•Live and Historical Racing Adjusted EBITDA increased $32 million due to a $14 million increase from Churchill Downs Racetrack, a $15 million increase from our Kentucky HRM venues, and a $4 million increase from our Virginia HRM venues, partially offset by a $1 million decrease at our New Hampshire venues primarily due to the planned closure of our temporary Casino Salem venue during the construction of the Rockingham Grand Casino venue. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue, partially offset by higher operating expenses. The Kentucky HRM increase was due to a $6 million increase from our Northern Kentucky venues, a $5 million increase from our Western Kentucky venues, a $2 million increase from our Southwestern Kentucky venues, and a $3 million increase from our Louisville venues. The Virginia HRM increase was primarily due to an $11 million net increase from our Northern Virginia venues, and a $2 million net increase from our Western Virginia and Southern Virginia venues, partially offset by a $9 million net decrease from our Central Virginia venues primarily from increased competition.
Current wording
•Live and Historical Racing Adjusted EBITDA decreased $5 million due to a $6 million decrease from our Virginia HRM venues, a $4 million decrease due to a one-time business interruption insurance recovery received in the prior year quarter for our Northern Virginia venue, and a $1 million decrease at our New Hampshire venues, partially offset by a $6 million increase from our Kentucky HRM venues. The Virginia HRM decrease was primarily due to a $10 million decrease from our Central Virginia venues that was partially offset by a $3 million increase from our Northern Virginia venue and a $1 million net increase from our Western Virginia and Southern Virginia venues. The decrease from our Central Virginia venues was primarily due to increased competition and a $5 million new tax expense related to live race days under the new racing and HRM tax structure that became effective July 1, 2026. Our Virginia HRM venues continue to benefit from a statewide HRM handle tax reduction that became effective July 1, 2025 as part of this new tax structure. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our Rockingham Grand Casino venue. The Kentucky HRM increase was due to a $3 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, and a $1 million increase from our Louisville venues.
Previous wording
•Wagering Services and Solutions Adjusted EBITDA increased $4 million due to a $3 million increase from our Horse Racing business and a $1 million increase from our Exacta business.
Current wording
•Wagering Services and Solutions Adjusted EBITDA increased $2 million primarily due to an increase in our Horse Racing business.
Previous wording
•Gaming Adjusted EBITDA increased $6 million. Our equity investments increased $4 million from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $4 million from strong performance at our New York venue, partially offset by a $2 million decrease primarily from the cessation of HRM operations in Louisiana in May 2025.
Current wording
•Gaming Adjusted EBITDA increased $5 million. Our equity investments increased $3 million from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $2 million primarily from our New York property.
Previous wording
•All Other Adjusted EBITDA decreased $5 million primarily due to a reduction of corporate legal-related fees in the prior year quarter and claim development within our captive insurance company.
Current wording
•All Other Adjusted EBITDA is consistent with the prior year.
Previous wording
•Live and Historical Racing Adjusted EBITDA increased $21 million due to a $16 million increase from Churchill Downs Racetrack, a $6 million increase from our Kentucky HRM venues, and a $1 million increase from our Virginia HRM venues, partially offset by a $2 million decrease at our New Hampshire venues primarily due to the planned closure of our temporary Casino Salem venue during the construction of the Rockingham Grand Casino venue. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue, partially offset by higher operating expenses. The Kentucky HRM increase was due to a $2 million increase from our Northern Kentucky venues, a $2 million increase from our Southwestern Kentucky venues, and a $2 million increase from our Western Kentucky venues. The Virginia HRM increase was primarily due to a $4 million net increase from our Northern Virginia venues, a $1 million increase from our Western Virginia venue, and a $1 million increase from our Southern Virginia venues, partially offset by a $5 million net decrease from our Central Virginia venues primarily from increased competition.
Current wording
increased wagering revenue, partially offset by higher operating expenses. The Kentucky HRM increase was due to a $7 million increase from our Northern Kentucky venues, a $5 million increase from our Western Kentucky venues, a $5 million increase from our Southwestern Kentucky venues, and a $5 million increase from our Louisville venues. The Virginia HRM decrease was primarily due to a $18 million decrease from our Central Virginia venues that was partially offset by a $14 million increase from our Northern Virginia venue and a $2 million net increase from our Western Virginia and Southern Virginia venues. The decrease from our Central Virginia venues was primarily due to increased competition and a $5 million new tax expense related to live race days under the new racing and HRM tax structure that became effective July 1, 2026. Our Virginia HRM venues continue to benefit from a statewide HRM handle tax reduction that became effective July 1, 2025 as part of this new tax structure. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our Rockingham Grand Casino venue.
Previous wording
•Wagering Services and Solutions Adjusted EBITDA increased $8 million due to a $5 million increase from our Horse Racing business, a $2 million increase in online and retail sports betting, and a $1 million increase from our Exacta business.
Current wording
•Wagering Services and Solutions Adjusted EBITDA increased $10 million due to an $8 million increase from our Horse Racing business, a $1 million increase in online and retail sports betting, and a $1 million increase from our Exacta business.
Previous wording
•Gaming Adjusted EBITDA increased $5 million due to a $6 million increase from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $7 million from our New York and Maryland venues, offset by a $8 million decrease from our other eight wholly-owned gaming venues.
Current wording
•Gaming Adjusted EBITDA increased $10 million due to a $9 million increase from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $10 million from our New York, Maryland and Pennsylvania properties, offset by a $9 million decrease from our other eight wholly-owned gaming properties.
Previous wording
•Total assets increased $36 million driven by an increase in restricted cash, accounts receivable, and other current assets, including prepaid insurance and information technology related items. These increases were partially offset by a decrease in income taxes receivable.
Current wording
•Total assets decreased $18 million driven by a decrease in current assets consisting of decreases in cash and cash equivalents and income taxes receivable. These decreases were partially offset by increases in accounts receivable and other current assets.
Previous wording
•Total liabilities decreased $299 million driven primarily by a decrease in the outstanding balance on the Revolver, which is included in long-term debt, and decreases in current deferred revenue due to the recognition of revenue related to the 152nd Kentucky Derby, and a decrease in dividends payable due to the payment of the annual dividend. These decreases were partially offset by an increase in accounts payable, income taxes payable and deferred income taxes.
Current wording
•Total liabilities decreased $365 million driven primarily by a decrease in the outstanding balance on the 2031 Revolver, which is included in long-term debt, and decreases in current deferred revenue due to the recognition of revenue related to the 152nd Kentucky Derby, and a decrease in dividends payable due to the payment of the annual dividend. These decreases were partially offset by an increase in accounts payable and deferred income taxes.
Previous wording
•Total equity increased $331 million driven by net income.
Current wording
•Total equity increased $369 million driven by net income.
Previous wording
•Cash flows provided by operating activities increased $25 million driven primarily by an increase in net income and deferred taxes, partially offset by a decrease in income taxes. We anticipate that cash flows from operations and availability of borrowings under our credit facility over the next twelve months will be adequate to fund our business operations and capital expenditures.
Current wording
•Cash flows provided by operating activities decreased $14 million driven primarily by an increase in cash paid taxes, partially offset by increased distributions from equity method investments and lower cash interest payments. We anticipate that cash flows from operations and availability of borrowings under our credit facility over the next twelve months will be adequate to fund our business operations and capital expenditures.
Previous wording
•Cash flows used in investing activities decreased $47 million primarily driven by decreased capital expenditures in 2026.
Current wording
•Cash flows used in investing activities decreased $243 million primarily driven by decreased capital expenditures in 2026 and the acquisition of Casino Salem in 2025.
Previous wording
•Cash flows used in financing activities increased $100 million primarily driven by an increase in paydowns of the Revolver offset by the reduction of share repurchases in 2026.
Current wording
•Cash flows used in financing activities increased $275 million primarily driven by an increase in paydowns of the 2031 Revolver offset by the reduction of share repurchases in 2026.
Previous wording
We have announced several project capital investments, including the following: Rockingham Grand Casino in New Hampshire and Victory Run at Churchill Downs Racetrack. We currently expect our project capital to be approximately $180 to $220 million in 2026, although this amount may vary significantly based on the timing of work completed, unanticipated delays, and timing of payments to third parties.
Current wording
We have announced several project capital investments, including the following: Rockingham Grand Casino in New Hampshire and Victory Run at Churchill Downs Racetrack. We currently expect our project capital to be approximately $160 to $180 million in 2026, although this amount may vary significantly based on the timing of work completed, unanticipated delays, and timing of payments to third parties.
Previous wording
On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 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 $430 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at June 30, 2026, based on trade date.
Current wording
On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 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 $382 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at September 30, 2026, based on trade date.
Previous wording
At June 30, 2026, 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"), $284 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 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 and (ii) amend certain other provisions to the Credit Agreement.
Current wording
On September 30, 2026, 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 "2031 Revolver"), $1.1 billion senior secured term loan A (the "2031 TLA"), $500 million senior secured term loan B (the "2033 TLB"), and a $100 million swing line commitment. The Company had $1.1 billion available borrowing capacity, after consideration of $10 million in outstanding letters of credit, under the 2031 Revolver as of September 30, 2026.
Previous wording
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, 2026, that applicable margin was 150 basis points which was based on the pricing grid in the Credit Agreement. The Company had $861 million available borrowing capacity, after consideration of $10 million in outstanding letters of credit, under the Revolver as of June 30, 2026.
Current wording
Prior to September 25, 2026, the 2031 Revolver and the 2031 TLA bore interest at the Secured Overnight Financing Rate ("SOFR") plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of September 30, 2026, that applicable margin was 150 basis points which was based on the pricing grid in the Credit Agreement. The Company is required to pay a commitment fee on the unused portion of the 2031 Revolver, as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended September 30, 2026, the Company's commitment fee rate was 0.25%. The 2031 TLA requires quarterly payments of 1.25% of the $1.1 billion balance and is subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement.
Previous wording
On February 14, 2025, the Company announced that it closed the seventh amendment of the Credit Agreement. The seventh amendment to the Credit Agreement (i) reduced the interest rate margin applicable to the Term Loan B-1 by 0.25%, from Secured Overnight Financing Rate ("SOFR") plus 200 basis points to SOFR plus 175 basis points, (ii) eliminated the 0.10% credit spread adjustment previously applicable to the Term Loan B-1, and (iii) made certain other amendments to the Credit Agreement, as set forth therein.
Current wording
On February 14, 2025, the Company announced that it closed the seventh amendment of the Credit Agreement. The seventh amendment to the Credit Agreement (i) reduced the interest rate margin applicable to the 2028 TLB by 0.25% from SOFR plus 200 basis points to SOFR plus 175 basis points, (ii) eliminated the 10 basis points credit spread adjustment previously applicable to the 2028 TLB, and (iii) made certain other amendments to the Credit Agreement.
Previous wording
The Term Loan B-1 requires quarterly payments of 0.25% of the original $300 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement.
Current wording
The 2028 TLB required quarterly payments of 0.25% of the original $300 million balance and was subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement.
Previous wording
The estimated contractual payments, including interest, under the Credit Agreement for the next twelve months are estimated to be $152 million assuming no change in the weighted average borrowing rate of 5.27%, which was in place as of June 30, 2026. During the six months ended June 30, 2026, we had repayments of principal and interest on the Credit Agreement of $1.1 billion.
Current wording
The estimated contractual payments, including interest, under the Credit Agreement for the next twelve months are estimated to be $149 million assuming no change in the weighted average borrowing rate of 5.48%, which was in place as of September 30, 2026. During the nine months ended September 30, 2026, we had repayments of principal and interest on the Credit Agreement of $1.9 billion.
Previous wording
As of June 30, 2026, we had $600 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. The Company may redeem some or all of the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture.
Current wording
As of September 30, 2026, we had $600 million in aggregate principal amount of 5.50% 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. The Company may redeem some or all the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture. On September 18, 2026, the Company issued a conditional redemption notice to redeem the 2027 Senior Notes on October 19, 2026.
Previous wording
As of June 30, 2026, we had a total of $700 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 million notes issued at par and $200 million notes issued at 103.25%. The 2028 Senior Notes were issued in a private offering to qualified institutional buyers, with interest payable in arrears on January 15th and July 15th of each year, commencing on July 15th, 2018. The 3.25% premium is being amortized through interest expense, net over the term of the notes. The Company may redeem some or all of the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture.
Current wording
As of September 30, 2026, we had a total of $700 million in aggregate principal amount of 4.75% senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028. The 2028 Senior Notes consist of $500 million notes issued at par and $200 million notes issued at 103.25%. The 2028 Senior Notes were issued in a private offering to qualified institutional buyers, with interest payable in arrears on January 15th and July 15th of each year, commencing on July 15th, 2018. The 3.25% premium is being amortized through interest expense, net over the term of the notes. The Company may redeem some or all of the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture.
Previous wording
As of June 30, 2026, we had $1.2 billion in aggregate principal amount of 5.750% senior unsecured notes that mature on April 1, 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. The Company may redeem some or all of the 2030 Senior Notes at redemption prices set forth in the 2030 Indenture.
Current wording
As of September 30, 2026, we had $1.2 billion in aggregate principal amount of 5.75% senior unsecured notes that mature on April 1, 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. The Company may redeem some or all of the 2030 Senior Notes at redemption prices set forth in the 2030 Indenture.
Previous wording
As of June 30, 2026, we had $600 million in aggregate principal amount of 6.750% senior unsecured notes that mature on May 1, 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. The Company may redeem some or all of the 2031 Senior Notes at redemption prices set forth in the 2031 Indenture.
Current wording
As of September 30, 2026, we had $600 million in aggregate principal amount of 6.75% senior unsecured notes that mature on May 1, 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. The Company may redeem some or all of the 2031 Senior Notes at redemption prices set forth in the 2031 Indenture.
Previous wording
The Company leases certain real estate and other property. Most of our building and land leases have terms of 2 to 10 years and include one or more options to renew, with renewal terms that can extend the lease term by 1 to 5 years or more. Certain of our lease agreements include lease payments based on a percentage of net gaming revenue and others include periodic rental payment adjustments for inflation. As of June 30, 2026, minimum rent payable under operating leases was $52 million, with $7 million due in the next twelve months. As of June 30, 2026, minimum rent payable accounted for as financing obligations was $32 million, with $4 million due in the next twelve months.
Current wording
The Company leases certain real estate and other property. Most of our building and land leases have terms of 2 to 10 years and include one or more options to renew, with renewal terms that can extend the lease term by 1 to 5 years or more. Certain of our lease agreements include lease payments based on a percentage of net gaming revenue and others include periodic rental payment adjustments for inflation. As of September 30, 2026, minimum rent payable under operating leases was $52 million, with $7 million due in the next twelve months. As of September 30, 2026, minimum rent payable accounted for as financing obligations was $31 million, with $4 million due in the next twelve months.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
•Net income attributable to Churchill Downs Incorporated increased $42 million. The following impacted the comparability of the Company's net income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025: a $35 million after-tax impairment charge in the prior year quarter related to the
Current report — wording carried from elsewhere
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
•Wagering Services and Solutions revenue increased $12 million due to $9 million growth in our Horse Racing business from record-breaking Derby Week wagering, a $2 million net increase in our retail and online sportsbooks, and a $1 million increase from our Exacta business.
Previous report — wording carried elsewhere
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, 2026, the Company's commitment fee rate was 0.25%.