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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33998 Churchill Downs Incorporated ( Exact name of registrant as specified in its charter ) Kentucky ( State or other jurisdiction of incorporation or organization ) 600 North Hurstbourne Parkway , Suite 400 Louisville , Kentucky ( Address of principal executive offices ) ( 502 ) 636-4400 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Common Stock , No Par Value ( Title of each class registered ) 61-0156015 ( IRS Employer Identification No. ) 40222 ( Zip Code ) Trading Symbol ( s ) CHDN Securities registered pursuant to Section 12 ( g ) of the Act : None ( Title of class ) 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 the Act . Yes No 区 Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No The Nasdaq Stock Market LLC ( Name of each exchange on which registered ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such 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 Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by a check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of February 10 , 2021 , 38,476,002 shares of the Registrant's Common Stock were outstanding . As of June 30 , 2020 ( based upon the closing sale price for such date on the Nasdaq Global Select Market ) , the aggregate market value of the shares held by non - affiliates of the Registrant was $ 4,543,867,580 . Portions of the Registrant's Proxy Statement for its Annual Meeting of Shareholders to be held on April 20 , 2021 are incorporated by reference herein in response to Items 10 , 11 , 12 , 13 and 14 of Part III of Form 10 - K .