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PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

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1.	Big Fish Games, Inc. ("Big Fish Games"), which is headquartered in Seattle, Washington with locations in Oakland, California and Luxembourg. Big Fish Games is a producer of premium paid, casual free-to-play and casino-style games for PCs and mobile devices which we acquired on December 16, 2014.

2.	Casinos, which includes:

•	Oxford Casino ("Oxford") in Oxford, Maine, which operates approximately 850 slot machines, 26 table games and various dining facilities;

•	Riverwalk Casino Hotel ("Riverwalk") in Vicksburg, Mississippi, which operates approximately 680 slot machines, 13 table games, a five story, 80-room attached hotel, a multi-functional event center and dining facilities;

•	Harlow’s Casino Resort & Spa (“Harlow’s”) in Greenville, Mississippi, which operates approximately 750 slot machines, 15 table games, a five story, 105-room attached hotel and dining facilities;

•	Calder Casino, a slot facility in Florida adjacent to Calder Race Course ("Calder"), which operates approximately 1,100 slot machines. Results for the nine months ended September 30, 2014 included a poker room operation branded “Studz Poker Club,” which ceased operations on June 30, 2014;

•	Fair Grounds Slots, a slot facility in Louisiana adjacent to Fair Grounds, which operates approximately 620 slot machines;

•	Video Services, LLC (“VSI”), the owner and operator of approximately 770 video poker machines in Louisiana;

•	Management fee revenue from Saratoga Casino and Raceway in Saratoga Springs, New York ("Saratoga"); and

•	Our equity investment in Miami Valley Gaming, LLC ("MVG"), a 50% joint venture harness racetrack and video lottery terminal facility in Lebanon, Ohio. MVG has approximately 1,600 video lottery terminals, a racing simulcast center and a harness racetrack.

3.	TwinSpires, which includes:

•	TwinSpires, an Advance Deposit Wagering (“ADW”) business that is licensed as a multi-jurisdictional simulcasting and interactive wagering hub in the state of Oregon;

•	Fair Grounds Account Wagering (“FAW”), an ADW business that is licensed in the state of Louisiana;

•	Velocity, a business that is licensed in the British Dependency Isle of Man focusing on high wagering-volume international customers; and

•	Bloodstock Research Information Services (“BRIS”), a data service provider for the equine industry.

4.	Racing, which includes:

•	Churchill Downs Racetrack (“Churchill Downs”) in Louisville, Kentucky, an internationally known thoroughbred racing operation and home of the Kentucky Oaks and Kentucky Derby since 1875;

•	Arlington International Race Course (“Arlington”), a thoroughbred racing operation in Arlington Heights along with ten off-track betting facilities (“OTBs”) in Illinois;

•	Calder, a thoroughbred racing operation in Miami Gardens, Florida which ceased pari-mutuel operations on July 1, 2014; and

•	Fair Grounds Race Course (“Fair Grounds”), a thoroughbred racing operation in New Orleans along with twelve OTBs in Louisiana.

5.	Other Investments, which includes:

•	United Tote Company and United Tote Canada (collectively “United Tote”), which manufacture and operate pari-mutuel wagering systems for racetracks, OTBs and other pari-mutuel wagering business;

•	Bluff Media (“Bluff’), a multimedia poker content brand company;

•	Churchill Downs Interactive Gaming ("I-Gaming"), a technology workforce that is building an Internet-based interactive gaming platform; and

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•	Our other minor investments.

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(1)	On December 16, 2014, we completed the acquisition of Big Fish Games, therefore the results of Big Fish Games are not included for the three and nine months ended September 30, 2014.

(2)	Bookings is a non-GAAP financial measure equal to the revenue recognized plus the change in deferred revenue for the periods presented.

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(1)	On June 30, 2014, Calder Casino ceased operations of its poker room.

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(1)	Calder ceased pari-mutuel operations on July 1, 2014.

(2)	Total handle and net pari-mutuel revenues generated by Velocity are not included in total handle and net pari-mutuel revenues from the TwinSpires.

(3)	Eliminations include the elimination of intersegment transactions.

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Other operating expenses increased $64.8 million, reflecting $67.0 million in operating expenses incurred by Big Fish Games during the three months ended September 30, 2015. Content costs within our TwinSpires segment increased $1.1 million, primarily due to handle performance. Partially offsetting these increases was a decline of $1.2 million in compensation expenses as we reduced salaries and contract labor in areas with moderating revenue growth. In addition, contract service expense decreased $0.6 million due to the cancellation of a TwinSpires' low-margin, third-party agreement during the fourth quarter of 2014. Furthermore, food and beverage costs declined $0.6 million due to changes in offerings at our casinos. Finally, Calder operating expenses declined $0.8 million associated with the cessation of racing operations.

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Calder exist costs consisted of non-cash impairment charges of $12.7 million to reduce the net book value of Calder's grandstand and ancillary facilities to zero in preparation for future use and to achieve operational cost savings. During the three months ended September 30, 2014, Calder exist costs consisted of $2.3 million in severance and other benefit costs in accordance with a one-time benefit arrangement for Calder racing employees whose positions were terminated upon the cessation of pari-mutuel operations.

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Depreciation and amortization expense increased $10.2 million during the three months ended September 30, 2015 driven by additional expenses of $13.0 million associated with the Big Fish Games acquisition. Partially offsetting this increase was lower depreciation expense of $1.4 million at Calder due to the conclusion of pari-mutuel operations on July 1, 2014 and the 2015 impairment of certain Calder racing assets. Furthermore, depreciation expense at Calder Casino declined $0.9 million as certain gaming assets, which were acquired with the opening of Calder Casino during 2010, were fully depreciated during 2015.

•	Research and development expenses increased $10.0 million and consist primarily of compensation related expenditures within Big Fish Games studios and engineering functions.

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Selling, general and administrative expenses increased $6.5 million during the three months ended September 30, 2015. Big Fish Games incurred $3.5 million in expenses, primarily attributable to compensation expenditures. In addition, we incurred an increase in share-based compensation of $1.9 million which was primarily due to the acceleration of expense of $1.3 million in conjunction with the retirement of our previous Chief Executive Officer. Annual bonus compensation expense increased $1.0 million due to the financial performance of the Company. Finally, we incurred additional expenses of $0.7 million associated with executive recruitment and compensation consultants. Partially offsetting these increases was a decrease in legal expenditures of $0.7 million.

•	Acquisition-related charges consist of non-cash fair value adjustments of $2.8 million associated with the change in the fair value of the Big Fish Games earnout and deferred founder liabilities during the three months ended September 30, 2015.

•	Purses and pari-mutuel taxes remained constant during the three months ended September 30, 2015 as the reduction in purses and pari-mutuel taxes from weaker racing operations were offset by higher taxes within the Twin Spires segment.

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•	Interest expense increased $1.6 million during the three months ended September 30, 2015, primarily as a result of higher average outstanding debt balances under our Senior Secured Credit Facility required for financing the acquisition of Big Fish Games.

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Equity in earnings of unconsolidated investments increased $1.3 million during the three months ended September 30, 2015, primarily due to an improvement in the performance of our investment in MVG of $0.6 million. During 2014, we incurred non-recurring expenses of $0.4 million related to our unsuccessful attempt to obtain a New York casino license and $0.3 million related to our investment in HRTV.

•	Miscellaneous, net decreased $0.3 million during the three months ended September 30, 2015, primarily due to unfavorable foreign currency expenses related to Big Fish Games Luxembourg operations.

•	Our effective tax rate decreased from 19% to 15%, primarily due to the current quarter impact from a decrease in our 2015 forecasted tax rate being applied to income from previous periods.

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Big Fish Games revenues contributed $103.5 million during the three months ended September 30, 2015. Big Fish Games net revenues included amounts recognized from its premium paid, casino and free-to-play casual games. During the quarter ended September 30, 2015, Big Fish Games benefitted from a successful launch of Dungeon Boss and the continued strong performance of Gummy Drop! Revenues recognized include a reduction of $3.7 million resulting from business combination accounting rules when deferred revenue balances assumed as part of acquisitions are adjusted down to fair value. Subsequent to the acquisition of Big Fish Games, the Company analyzed the amount of revenue that would have been recognized had Big Fish Games remained independent and had the deferred revenue balances not been adjusted to fair value.  The $3.7 million downward adjustment to revenue for the three months ended September 30, 2015 is reflected in Big Fish Games net revenue presented on the Company’s Condensed Consolidated Statements of Comprehensive Earnings.

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Casinos revenues improved $1.1 million driven by a $1.0 million increase in revenues at VSI, which we believe was primarily the result of favorable customer response to the 2015 installation of upgraded video poker machines. Calder Casino revenues increased $0.5 million due to adjustments in free play targeted toward maximizing its offerings to higher-tier players. Oxford revenues increased $0.5 million, associated with an increase in Oxford's share of the market and free play reductions. Finally, on June 19, 2015, we commenced a management agreement for Saratoga which provided management fees of $0.2 million. Partially offsetting these increases was a decrease in Fair Grounds Slots revenues of $0.7 million. On April 22, 2015, a smoking ban was implemented in Orleans Parish which negatively impacted our revenues and attendance, and which coincided with market share growth for our competitors whose operations are not within the smoking ban area. Our Mississippi properties, Harlow's and Riverwalk, reported mixed revenue results, as improved table games activity at Riverwalk was offset by a local competitor's actions negatively affecting Harlow's performance.

•	TwinSpires revenues increased $4.1 million for the three months ended September 30, 2015, primarily due to a handle increase of 9.4%, which outpaced industry growth of 3.7% during the period by 5.7 percentage points. TwinSpires

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Racing revenues decreased $2.5 million, primarily due to a decline in Arlington revenues of $2.3 million as four fewer live race days, smaller field sizes, fewer races per day and inclement weather for the Arlington Million led to a decline in pari-mutuel wagering, attendance and other operational-based revenues. Calder revenues for the three months ended September 30, 2015 consisted primarily of rental income from TSG for the use of Calder's racetrack and certain other racing and training facilities and decreased $0.1 million as compared to the three months ended September 30, 2014 as a result of non-recurring revenues associated with the cessation of racing operations.

•	Other Investments revenues decreased $0.2 million, due to the cessation of the print edition of BLUFF Magazine during January 2015 and lower revenues at United Tote.

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Big Fish Games, which was acquired on December 16, 2014, generated Adjusted EBITDA of $33.3 million during the three months ended September 30, 2015. Our bookings and revenues are reflective of industry growth in both the iOS and Android marketplaces and our increasing share of casino-style and casual free-to-play games. Significant components of operating expenses include platform fees, advertising and marketing, user acquisition costs, depreciation and amortization, network delivery costs, royalties and salaries and benefits. Big Fish Games Adjusted EBITDA results for the three months ended September 30, 2015 exceeded those of both the first and second quarters of 2015 due, in part, to the continuing success of Gummy Drop! in both the iOS and Android markets, the successful launch of Dungeon Boss during the third quarter of 2015 and continued optimization of user acquisition spending. Furthermore, during the three months ended September 30, 2015, a shift in the timing of purchases for our casual free-to-play offerings as compared to prior quarters generated a favorable impact on Adjusted EBITDA of $1.8 million. Since the decrease in revenue is offset by a corresponding increase in deferred revenue, Adjusted EBITDA is positively affected only by the reduction in operating expenses.

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Casinos Adjusted EBITDA increased $0.1 million during the three months ended September 30, 2015 as our properties reported mixed results. MVG and Calder Casino Adjusted EBITDA improved $0.4 million on a combined basis through continued market and property growth, despite additional regional competition. Furthermore, on June 19, 2015, we commenced a management agreement for Saratoga which provided management fee income of $0.2 million. Finally, Oxford Adjusted EBITDA increased $0.2 million due to strong slots revenue growth trends, increasing market share and efficient management of variable expenses. Partially offsetting these improvements, our Louisiana properties' Adjusted EBITDA decreased $0.4 million as Fair Grounds Slots was negatively impacted by the introduction of a parish-wide smoking ban on April 22, 2015, and it experienced a decline in market share subsequent to the introduction of the smoking ban, coinciding with increased market share at other Louisiana casinos located in parishes not included in the smoking ban. However, VSI benefitted from higher visitation, which we believe was positively impacted by a 2015 video poker equipment upgrade. In addition, VSI locations are not included in the Orleans Parish smoking ban, which also contributed to revenue growth of 13% at VSI, as compared to the same period of 2014. Finally, our Mississippi properties' Adjusted EBITDA declined $0.4 million as a decrease in Harlow's market share from aggressive local competition was partially offset by table games improvement at Riverwalk.

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TwinSpires Adjusted EBITDA increased $2.7 million during the three months ended September 30, 2015. Handle growth of 9.4% outpaced industry performance by 5.7 percentage points as customers continued to migrate to online wagering. Partially offsetting these improvements, during the three months ended September 30, 2014, TwinSpires experienced a non-recurring favorable adjustment of $1.1 million in Pennsylvania pari-mutuel taxes from a favorable tax ruling that occurred during the third quarter of 2014. In addition, TwinSpires incurred higher New York taxes due to the cancellation of a service agreement during May 2015.

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Racing Adjusted EBITDA increased $1.5 million primarily due to Calder results which included the elimination of racing related expenditures during 2015. In addition, Fair Grounds Adjusted EBITDA increased $0.6 million in part due to improvements in variable maintenance and insurance expenses. Partially offsetting these increases was a decrease in Adjusted EBITDA of $0.3 million at Arlington resulting from lower live and simulcast racing revenues resulting from four fewer live race days, inclement weather for the Arlington Million event, lower attendance and smaller field sizes due to lower purses on the depletion of Horse Racing Equity Trust Fund monies during the prior year.

•	Other Investments Adjusted EBITDA improved $0.8 million due to lower expenditures associated with the development of an Internet gaming platform and the elimination of losses from the cessation of the print edition of BLUFF Magazine during January 2015.

•	Corporate Adjusted EBITDA decreased by $0.3 million due primarily to increases in annual estimated bonus compensation expenses associated with the financial performance of the Company, recruitment and professional fees, all of which were partially offset by higher management fees.

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Big Fish Games related charges of $13.7 million consist of a non-cash fair value adjustment of $2.8 million associated with the change in the fair value of the earnout and deferred founder liabilities during the period. In addition, we recorded a deferred revenue adjustment of $10.9 million consisting of $3.7 million resulting from business combination accounting rules when deferred revenue balances assumed as part of acquisitions are adjusted down to fair value, and $7.2 million resulting from bookings exceeding revenue recognized during the three months ended September 30, 2015.

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Share-based compensation expense increased $2.3 million compared to the same period of 2014 due to incremental expense related to new awards granted in February 2015 and the acceleration of equity compensation upon the September 30, 2015 retirement of our previous Chief Executive Officer. Partially offsetting this increase was a decline in expenses associated with grants made under the New Company LTIP during 2013, which were substantially recognized during 2014.

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Calder exit costs consist of non-cash impairment charges of $12.7 million to reduce the net book value of Calder's grandstand and ancillary facilities to zero in preparation for future use and to achieve operational cost savings. During the three months ended September 30, 2014, Calder exist costs consisted of $2.3 million in severance and other benefit costs in accordance with a one-time benefit arrangement for Calder racing employees whose positions were terminated upon the cessation of pari-mutuel operations.

•	Other charges and recoveries include $0.4 million in expenses during the three months ended September 30, 2014 which did not recur during 2015 for our share of equity losses associated with our unsuccessful attempt to obtain a license to build and operate a gaming facility in the Capital Region of New York.

•	Interest (expense) income, net, increased $1.6 million primarily as a result of higher long-term debt balances outstanding due to the acquisition of Big Fish Games.

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Depreciation and amortization expense increased $10.2 million during the three months ended September 30, 2015, driven by additional expenses of $13.0 million associated with the Big Fish Games acquisition. Partially offsetting this increase was a reduction in depreciation expense of $1.4 million at Calder from the cessation of pari-mutuel operations and resulting impairment and acceleration of depreciation on racing assets. Furthermore, depreciation expense at Calder Casino declined $0.9 million as certain gaming assets, which were acquired with the opening of Calder Casino during 2010, were fully depreciated during 2015.

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Other operating expenses increased $192.8 million, reflecting $206.9 million in operating expenses incurred by Big Fish Games during the nine months ended September 30, 2015. Deferred compensation expense increased $0.9 million, which was attributable to the increase in the Company's stock price during the period. Marketing expenditures increased $0.6 million, primarily at TwinSpires and Churchill Downs, with corresponding revenue growth. Furthermore, content expenses related to our TwinSpires segment increased $3.1 million associated with handle improvement. Partially offsetting these increases was a decline of $12.2 million in expenses at Calder due to the conclusion of pari-mutuel operations on July 1, 2014. Furthermore, in response to moderating revenue growth, we reduced salaries and contract labor across our segments by $4.0 million. Finally, other contract service expense decreased $2.3 million for the nine months ended September 30, 2015, due to the cancellation of a TwinSpires' low-margin, third-party service agreement during the fourth quarter of 2014.

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Depreciation and amortization expense increased $33.8 million during the nine months ended September 30, 2015 driven by additional expenses of $38.7 million associated with the Big Fish Games acquisition. Partially offsetting this increase was lower depreciation expense of $1.7 million at Calder due to the conclusion of pari-mutuel operations on July 1, 2014 and the 2015 impairment of certain Calder racing assets. Furthermore depreciation expense at Calder Casino declined $2.7 million as certain gaming assets, which were acquired with the opening of Calder Casino during 2010, became fully depreciated during 2015.

•	Research and development expenses increased $30.0 million and consist primarily of compensation related expenditures within Big Fish Games studios and engineering functions.

•	Acquisition-related charges consist of non-cash fair value adjustments of $17.4 million associated with the change in the fair value of the Big Fish Games earnout and deferred founder liabilities during the nine months ended September 30, 2015.

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Calder exist costs consist of non-cash impairment charges of $12.7 million to reduce the net book value of Calder's grandstand and ancillary facilities to zero and $0.8 million in expenditures for demolition costs related to the removal of the barns in preparation for future use and to achieve operational cost savings. During the nine months ended September 30, 2014, Calder exist costs consisted of $2.3 million in severance and other benefit costs in accordance with a one-time benefit arrangement for Calder racing employees whose positions were terminated upon the cessation of pari-mutuel operations.

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Selling, general and administrative expenses increased $9.9 million during the nine months ended September 30, 2015. Big Fish Games incurred $11.3 million in expenses during the period. Annual bonus compensation expense increased $1.2 million due to the financial performance of the Company. Finally, we recognized an impairment loss of $0.3 million related to a land option that expired. Partially offsetting these amounts were reductions in corporate contributions of $1.0 million and $0.7 million in legal expenses related to prior year matters which did not recur. Finally, Calder expenses declined $1.3 million associated with Calder's racing operations which did not recur during the nine months ended September 30, 2015.

•	Purses and pari-mutuel taxes decreased $8.5 million during the nine months ended September 30, 2015 primarily due to the conclusion of Calder's pari-mutuel operations on July 1, 2014. Calder continued to incur purse expenses of $5.7

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•	Gain on sale of equity investment increased $5.8 million, due to the receipt of $6.0 million of proceeds and the associated recognition of a $5.8 million gain on sale of our remaining investment in HRTV.

•	Interest expense increased $6.2 million during the nine months ended September 30, 2015, primarily as a result of higher average outstanding debt balances under our Senior Secured Credit Facility required for financing the acquisition of Big Fish Games.

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Equity in earnings of unconsolidated investments increased $2.4 million during the nine months ended September 30, 2015, primarily due to an improvement in the performance of our investment in MVG of $1.2 million. During 2014, we incurred non-recurring expenses of $0.8 million related to our unsuccessful attempt to obtain a New York casino license which did not recur during 2015, and in 2015, we received $0.3 million for a reimbursement of a portion of our 2014 New York licensing expenses.

•	Miscellaneous, net decreased $0.8 million during the nine months ended September 30, 2015, related to Big Fish Games Luxembourg operations unfavorable foreign currency expenses.

•	The effective tax rate for the nine months ended September 30, 2015 was negatively impacted by the anticipated annual increase in the fair values of the Big Fish Games earnout and deferred founder liabilities, which were non-deductible acquisition-related expenses.

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Big Fish Games revenues contributed $300.0 million during the nine months ended September 30, 2015. Big Fish Games net revenues includes amounts recognized from its premium paid, casino and free-to-play casual games.  Revenues recognized include a reduction of $17.6 million resulting from business combination accounting rules when deferred revenue balances assumed as part of acquisitions are adjusted down to fair value. Subsequent to the acquisition of Big Fish Games, the Company analyzed the amount of revenue that would have been recognized had Big Fish Games remained independent and had the deferred revenue balances not been adjusted to fair value.  The $17.6 million downward adjustment to revenue for the nine months ended September 30, 2015 is reflected in Big Fish Games net revenue presented on the Company’s Condensed Consolidated Statements of Comprehensive Earnings.

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Casinos revenues increased $2.1 million during the nine months ended September 30, 2015. VSI revenues improved $2.3 million as our video poker operations benefitted from multiple factors including the 2015 installation of upgraded video poker machines, the operation of OTB facilities which are not included within the New Orleans Parish smoking ban limits, effective advertising and lower gasoline prices. In addition, Oxford revenues increased $2.0 million due to successful promotional activities, a strengthening market and improvements in market share. Furthermore, on June 19, 2015, we commenced a management agreement for Saratoga which provided management fees of $0.2 million. Partially offsetting these increases was a decline in Fair Grounds Slots revenues of $1.5 million which was negatively impacted by a smoking ban in Orleans Parish which commenced on April 22, 2015. Finally, revenues at our Mississippi properties declined $1.2 million as the result of aggressive competitors' offerings.

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TwinSpires revenues increased $7.1 million for the nine months ended September 30, 2015, primarily due to a handle increase of 6.6%, which was an improvement of 5.7 percentage points as compared to the industry increase of 0.9% during the period. TwinSpires benefited from a strong Triple Crown season and continued to increase its active player usage and new account registrations. Furthermore, TwinSpires revenues included a decline in revenues of $2.4 million

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Racing revenues decreased $13.1 million, primarily due to the July 1, 2014 cessation of pari-mutuel operations at Calder. Calder revenues for the nine months ended September 30, 2015 consisted primarily of rental income from TSG for the use of Calder's racetrack and certain other racing and training facilities. Arlington revenues decreased $6.1 million as a result of twelve fewer live race days, smaller field sizes, fewer races per day and inclement weather for the Arlington Million which led to a decline in attendance and pari-mutuel wagering and other operational-based revenues. Partially offsetting these declines was an increase in revenues of $8.8 million at Churchill Downs, primarily related to a successful Kentucky Oaks and Kentucky Derby week. Churchill Downs benefitted from record attendance and handle, in addition to increased media revenue and advance ticket sales revenue during the week.

•	Other Investments revenues decreased $0.9 million, partially due to the cessation of the print edition of BLUFF Magazine during January 2015 and lower revenues at United Tote.

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Big Fish Games, which was acquired on December 16, 2014, generated Adjusted EBITDA of $81.6 million during the nine months ended September 30, 2015. Our bookings and revenues are reflective of industry growth in both the iOS and Android marketplaces and our increasing share of casino-style and casual free-to-play games. Significant components of operating expenses include platform fees, advertising and marketing, user acquisition costs, depreciation and amortization, network delivery costs, royalties and salaries and benefits. Big Fish Games Adjusted EBITDA results continue to reflect the continuing success of Gummy Drop! and Big Fish Casinos in both the iOS and Android markets and the successful launch of Dungeon Boss. Furthermore, during the nine months ended September 30, 2015, a shift in the timing of purchases for our casual free-to-play offerings as compared to prior periods generated a favorable impact on Adjusted EBITDA of $1.8 million. Since the decrease in revenue is offset by a corresponding increase in deferred revenue, Adjusted EBITDA is positively affected only by the reduction in operating expenses.

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Casinos Adjusted EBITDA increased $3.4 million, as a majority of our properties improved their Adjusted EBITDA during the nine months ended September 30, 2015, as compared to the prior period. Oxford Adjusted EBITDA increased $1.6 million due to strong revenue trends, which favorably impacted total state gaming revenues and the property's portion of the total market share. Riverwalk Adjusted EBITDA improved $1.2 million due to strong table game results and disciplined labor and other variable expenditure reductions. Calder Casino Adjusted EBITDA increased $0.9 million due in part to savings in labor and insurance expenditures. Adjusted EBITDA from our joint venture, MVG, increased $0.8 million during the period as the property benefitted from the continued improvement of its customer database, partially offset by new competition in the market. On June 19, 2015, we commenced a management agreement for Saratoga which provided management fee income of $0.2 million. Partially offsetting these improvements, Harlow's Adjusted EBITDA decreased $1.0 million as aggressive competitive actions and favorable expense reductions during the nine months ended September 30, 2014 did not recur during 2015. Finally, Fair Grounds Slots and VSI combined Adjusted EBITDA decreased $0.3 million compared to the same period of 2014. Fair Ground Slots experienced revenue weakness due in part to the introduction of a parish-wide smoking ban on April 22, 2015. The Fair Ground Slots decline was partially offset by improvements at VSI which benefited from higher visitation and was positively impacted by the installation of new video poker games, driving revenue growth of 8%, as compared to the prior period.

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TwinSpires Adjusted EBITDA increased $6.5 million during the nine months ended September 30, 2015. Handle growth of 6.6% outpaced industry performance by 5.7 percentage points as customers continued to migrate to online wagering. For the nine months ended September 30, 2015, TwinSpires experienced a reduction in Pennsylvania pari-mutuel taxes from a favorable tax ruling that occurred during the third quarter of 2014, which was partially offset by a favorable adjustment of $1.1 million that occurred during the third quarter of 2014 which did not recur. In addition, TwinSpires incurred higher New York taxes due to the cancellation of a service agreement during May 2015. Finally, Adjusted EBITDA benefitted by the discontinuation of Luckity, our online real-money bingo operations, which ceased operations during November 2014. Partially offsetting these improvements were higher marketing expenses of $1.0 million, which were incurred for promotions related to the 2015 Triple Crown season and Breeders' Cup challenge series races.

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Racing Adjusted EBITDA increased $9.7 million due to increased profitability of $6.0 million from the Kentucky Oaks and Kentucky Derby week, driven by record-setting wagering activity, an increase in advance ticket sales and media revenue and the effect of record-breaking attendance. In addition, Adjusted EBITDA at Calder improved $4.0 million, due to the cessation of pari-mutuel operations during 2014 and revenues received from the TSG agreement during 2015. Fair Grounds Adjusted EBITDA increased $0.4 million due to improvements in attendance and pari-mutuel revenues, despite one fewer live race day, and reductions in variable maintenance and insurance expenses, partially offset by a decline in Jazz Fest performance due to inclement weather during that event, all of which occurred during the nine months ended September 30, 2015. Partially offsetting these increases was a decrease in Adjusted EBITDA of $1.2 million at Arlington resulting from lower live and simulcast racing revenues as a result of eight fewer live race days, lower attendance and smaller field sizes due to a lower purse structure on the depletion of the Horse Racing Equity Trust Fund monies during the prior year.

•	Other Investments Adjusted EBITDA increased $2.5 million due to lower expenditures associated with the development of an Internet gaming platform, cost control efforts and bad debt expense recoveries at United Tote which improved Adjusted EBITDA by $0.9 million and the elimination of losses from the cessation of the print edition of BLUFF Magazine during January 2015.

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Corporate Adjusted EBITDA decreased $1.6 million due in part to an increase in deferred compensation expense of $0.9 million, which was attributable to the increase in the Company's stock price during the period, in addition to increases in annual estimated bonus compensation expenses associated with the financial performance of the Company, both of which were partially offset by higher corporate management fees.

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Big Fish Games related charges of $49.4 million consist of a non-cash fair value adjustment of $17.4 million associated with the change in the fair value of the earnout and deferred founder liabilities during the period. In addition, we recorded a deferred revenue adjustment of $32.0 million consisting of $17.6 million resulting from business combination accounting rules when deferred revenue balances assumed as part of acquisitions are adjusted down to fair value, and $14.4 million resulting from bookings exceeding revenue recognized during the nine months ended September 30, 2015.

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Calder exit costs consist of non-cash impairment charges of $12.7 million to reduce the net book value of Calder's grandstand and ancillary facilities to zero and barn demolition costs of $0.8 million in preparation for future use and to achieve operational cost savings. During the nine months ended September 30, 2014, Calder exit costs consisted of $2.3 million in severance and other benefit costs in accordance with a one-time benefit arrangement for Calder racing employees whose positions were terminated upon the cessation of pari-mutuel operations.

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Other charges and recoveries, net included a gain of $5.8 million from the sale of our remaining ownership interest in HRTV and a gain of $0.3 million from the reimbursement of a portion of our 2014 licensing expenditures related to our unsuccessful attempt to obtain a New York casino license during 2014. Partially offsetting these recoveries were expenses of $0.8 million for our share of equity losses associated with our Capital Region joint venture which did not recur during 2015.

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Depreciation and amortization expense increased $33.8 million during the nine months ended September 30, 2015, driven by additional expenses of $38.7 million associated with the Big Fish Games acquisition. Partially offsetting this increase was a reduction in depreciation expense of $2.7 million at Calder Casino as certain gaming assets, which were acquired with the opening of Calder Casino during 2010, were fully depreciated during 2015. Furthermore, depreciation expense declined $1.6 million at Calder from the cessation of pari-mutuel operations and resulting impairment and acceleration of depreciation on racing assets.

•	Interest (expense) income, net increased $6.0 million primarily as a result of higher long-term debt balances outstanding due to the acquisition of Big Fish Games.

•	Insurance recoveries, net of losses, declined $0.4 million as we recognized the final reimbursement of insurance proceeds from hailstorm damage at Churchill Downs during the nine month ended September 30, 2014.

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Significant changes within total assets include a reduction of $12.1 million in Big Fish Games cash domiciled in Luxembourg as $19.2 million was repatriated to the United States, to be used for long-term debt principal payments, which was partially offset by cash generated by the Luxembourg operations. In addition, net accounts receivable declined $14.0 million primarily reflecting collections related to the 2015 Kentucky Oaks and Kentucky Derby week, offset by an increase in Big Fish Games accounts receivable, related to timing of payments for iOS and Android related purchases. Furthermore, income taxes receivable decreased primarily due to the receipt of the 2014 federal tax refunds of $26.2 million. Finally, other intangible assets decreased $40.0 million primarily due to amortization expense of $36.0 million associated with Big Fish Games intangible assets.

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Significant changes within total liabilities include a reduction of $183.2 million in our total debt outstanding due to principal payments funded with cash from operations. In addition, dividends payable decreased $17.4 million reflecting the payment of our annual dividend declared in 2014. Furthermore, non-Big Fish Games deferred revenue decreased $42.1 million primarily related to the recognition of revenue for the 2015 Kentucky Derby and Kentucky Oaks.

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Significant increases within shareholders' equity include comprehensive earnings of $57.3 and the amortization of restricted stock awards and employee stock purchase plan expense of $10.6 million. In addition, windfall tax adjustments associated with equity compensation increased $4.2 million and the value of stock issued was $1.2 million. Partially offsetting these increases was the cancellation of shares for payment of income taxes owed on vested shares of $7.2 million.

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Cash provided by operating activities increased $109.0 million primarily due to the incremental Big Fish Games cash flows and significant improvements in cash flows generated by strong Kentucky Oaks and Kentucky Derby week performance and TwinSpires handle increases. We received dividends of $11.0 million from our joint venture, MVG. Working capital improvements increased cash flows by approximately $45.0 million, consisting of $26.2 million in federal income tax refunds and increases in deferred revenues of $29.3 million associated with Big Fish games, partially offset by higher restricted cash requirements associated with elevated TwinSpires wagering. Partially offsetting these amounts were $16.2 million in game technology and rights payments made by Big Fish Games to its third-party developers. We anticipate that cash flows from operations over the next twelve months will be adequate to fund our business operations and capital expenditures.

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Cash used in investing activities decreased $31.5 million primarily due to lower capital expenditures at Churchill Downs for current year Kentucky Derby and Kentucky Oaks projects, as compared to projects funded during the prior year, in addition to lower funding requirements of $9.0 million for our MVG joint venture. In addition, we received proceeds of $6.0 million from the sale of our remaining investment in HRTV. Partially offsetting these amounts were deferred payments of $0.9 million to Big Fish Games former equity holders for working capital adjustments related to the acquisition.

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Cash used in financing activities increased $153.3 million primarily due to an increase in net repayments under our Senior Secured Credit Facility of $197.4 million during the nine months ended September 30, 2015 as compared to the prior year and payments of $11.8 million to Big Fish Games' equity holders for the receipt of income tax refunds related to the acquisition. Partially offsetting these amounts was the repurchase of common stock at a cost of $61.6 million during the nine months ended September 30, 2014 which did not recur.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

(a)	Evaluation of Disclosure Controls and Procedures

(b)	Changes in Internal Control Over Financial Reporting

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PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

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ITEM 1A.	RISK FACTORS

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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(1)	Shares of common stock were retained from grants of restricted stock in payment of income taxes to satisfy income tax withholding obligations on the related compensation.

(2)	Maximum dollar amount of shares of common stock that may yet be repurchased under the Company's stock repurchase program.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 4.	MINE SAFETY DISCLOSURES

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS

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1.	I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.