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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2011	Jul. 20, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Registrant Name	CHURCHILL DOWNS INC
Entity Central Index Key	0000020212
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		17,149,697

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 31,031	$ 26,901
Restricted cash	67,371	61,891
Accounts receivable, net of allowance for doubtful accounts of $4,032 in 2011 and $4,098 in 2010	41,196	33,307
Deferred income taxes	17,875	16,136
Income taxes receivable	0	11,674
Other current assets	20,210	20,086
Total current assets	177,683	169,995
Property and equipment, net	486,973	507,476
Goodwill	213,752	214,528
Other intangible assets, net	109,632	113,436
Other assets	10,463	12,284
Total assets	998,503	1,017,719
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	56,302	47,703
Bank overdraft	6,819	5,660
Purses payable	18,293	12,265
Accrued expenses	49,191	49,754
Income taxes payable	19,658	0
Dividends payable	0	8,165
Deferred revenue	14,388	24,512
Deferred riverboat subsidy	44,239	40,492
Total current liabilities	208,890	188,551
Long-term debt	184,961	265,117
Convertible note payable, related party	0	15,075
Other liabilities	16,035	17,775
Deferred revenue	15,518	15,556
Deferred income taxes	8,803	9,431
Total liabilities	434,207	511,505
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 250 shares authorized; no shares issued	0	0
Common stock, no par value; 50,000 shares authorized; 17,150 shares issued at June 30, 2011 and 16,571 shares issued at December 31, 2010	257,623	236,503
Retained earnings	306,673	269,711
Total shareholders' equity	564,296	506,214
Total liabilities and shareholders' equity	$ 998,503	$ 1,017,719

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts	$ 4,032	$ 4,098
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares authorized	250	250
Preferred stock, shares issued	0	0
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	50,000	50,000
Common stock, shares issued	17,150	16,571

Condensed Consolidated Statements Of Net Earnings - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net revenues:
Racing	$ 148,205	$ 147,440	$ 179,833	$ 180,453
Gaming	49,459	35,848	108,546	69,596
Online	46,526	29,847	83,329	48,142
Other	5,496	2,260	9,532	2,367
Net revenues	249,686	215,395	381,240	300,558
Operating expenses:
Racing	91,090	96,770	136,675	142,835
Gaming	38,237	31,617	79,639	60,524
Online	28,851	20,912	55,216	33,392
Other	5,732	2,154	10,783	2,611
Selling, general and administrative expenses	18,301	15,617	34,305	28,656
Operating income	67,475	48,325	64,622	32,540
Other income (expense):
Interest income	56	17	124	128
Interest expense	(3,461)	(1,420)	(5,921)	(2,678)
Equity in earnings (loss) of unconsolidated investments	460	(290)	44	153
Miscellaneous, net	3,158	359	3,615	653
Total other income (expense)	213	(1,334)	(2,138)	(1,744)
Earnings from continuing operations before provision for income taxes	67,688	46,991	62,484	30,796
Income tax provision	(27,698)	(18,722)	(25,680)	(10,671)
Earnings from continuing operations	39,990	28,269	36,804	20,125
Discontinued operations, net of income taxes:
(Loss) earnings from operations	0	(664)	1	(1,188)
Gain on sale of assets	157	0	157	0
Net earnings	$ 40,147	$ 27,605	$ 36,962	$ 18,937
Net earnings per common share data:
Earnings from continuing operations	$ 2.38	$ 1.90	$ 2.19	$ 1.39
Discontinued operations	0.01	(0.05)	0.01	(0.08)
Net earnings	2.39	1.85	2.20	1.31
Diluted
Earnings from continuing operations	2.36	1.90	2.18	1.39
Discontinued operations	0.01	(0.05)	0.01	(0.08)
Net earnings	$ 2.37	$ 1.85	$ 2.19	$ 1.31
Weighted average shares outstanding
Basic	16,444	14,440	16,401	14,027
Diluted	16,935	14,895	16,899	14,490

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net earnings	$ 36,962	$ 18,937
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	27,878	22,015
Asset impairment loss	157	1,598
Gain on asset disposition	(46)	(12)
Gain on sale of business	(271)	0
Gain on derivative instruments	(3,096)	(408)
Share-based compensation	2,966	1,586
Deferred tax provision	(1,566)	0
Other	1,990	748
Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisitions:
Restricted cash	(4,607)	(15,834)
Accounts receivable	(7,810)	(4,943)
Other current assets	(5,136)	(6,677)
Accounts payable	10,865	9,448
Purses payable	6,028	6,039
Accrued expenses	4,312	6,646
Deferred revenue	3,306	10,441
Income taxes payable	31,097	6,690
Other assets and liabilities	1,780	1,612
Net cash provided by operating activities	104,809	57,886
Cash flows from investing activities:
Additions to property and equipment	(10,867)	(52,148)
Acquisition of business, net of cash acquired	0	(32,408)
Acquisition of gaming license	(2,250)	0
Proceeds on sale of property and equipment	46	13
Change in deposit wagering asset	(873)	(873)
Net cash used in investing activities	(13,944)	(85,416)
Cash flows from financing activities:
Borrowings on bank line of credit	157,403	132,498
Repayments on bank line of credit	(237,560)	(66,075)
Repayment of note payable, related party	0	(24,043)
Change in book overdraft	1,159	3,390
Payment of dividends	(8,165)	(6,777)
Repurchase of common stock	(445)	(1,187)
Change in deposit wagering liability	873	332
Net cash (used in) provided by financing activities	(86,735)	38,138
Net increase in cash and cash equivalents	4,130	10,608
Cash and cash equivalents, beginning of period	26,901	13,643
Cash and cash equivalents, end of period	31,031	24,251
Supplemental disclosures of cash flow information:
Interest	3,549	1,392
Income taxes	1,282	3,123
Schedule of non-cash investing and financing activities:
Issuance of common stock for extinguishment of convertible note payable	19,399	0
Issuance of common stock in connection with LTIP and restricted stock plans	4,319	2,214
Issuance of common stock in connection with acquisition of business	$ 0	$ 86,497

Basis Of Presentation	6 Months Ended
Basis Of Presentation	Jun. 30, 2011
Basis Of Presentation
Basis Of Presentation	NOTE 1 — BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements are presented in accordance with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in Churchill Downs Incorporated's (the "Company") Annual Report on Form 10-K. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, for further information. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the Company's customary accounting practices and have not been audited. In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature. The Company's revenues and earnings are significantly influenced by its racing calendar. Therefore, revenues and operating results for any interim quarter are generally not indicative of the revenues and operating results for the year and may not be comparable with results for the corresponding period of the previous year. The Company conducts the majority of its live racing during the second, third and fourth quarters, including the running of the Kentucky Derby and the Kentucky Oaks during the second quarter, the quarter during which the Company typically generates the majority of its annual operating income. The Company conducted 105 live racing days during the second quarter of 2011, which compares to 112 live racing days conducted during the second quarter of 2010. For the six months ended June 30, 2011, the Company conducted 167 live racing days, which equals the amount of days conducted during the six months ended June 30, 2010. During the year ended December 31, 2010, the Company ceased operations of Churchill Downs Entertainment Group, and its results of operations for the three and six months ended June 30, 2010, have been reclassified to discontinued operations. Current Year Reclassifications Beginning in the three months ended June 30, 2011, the Company expanded the classification of its Condensed Consolidated Statements of Net Earnings to include net revenues and operating expenses associated with its Racing, Gaming, Online and Other operations. These reclassifications, which had no impact on operating income, results of operations, or cash flows, are defined as follows: Racing: net revenues and corresponding operating expenses associated with commissions earned on wagering at the Company's racetracks, off-track betting facilities ("OTBs") and simulcast host fees earned from other wagering sites. In addition, amounts include ancillary revenues and expenses generated by the pari-mutuel facilities including admissions, sponsorships and licensing rights, food and beverage sales and fees for the alternative uses of its facilities. Gaming: net revenues and corresponding operating expenses generated from slot machines, table games and video poker. In addition, it includes ancillary revenues and expenses generated by food and beverage sales and miscellaneous other revenue. Online: net revenues and corresponding operating expenses generated by the Company's Advance Deposit Wagering ("ADW") business from wagering through the internet, telephone or other mobile devices on pari-mutuel events. In addition, it includes the equity investment in HRTV, LLC and its information business that provides data services to the equine industry. Other: net revenues and corresponding operating expenses generated by United Tote Company and United Tote Canada, (collectively "United Tote"), the Company's provider of pari-mutuel wagering systems. In addition, it includes the operations of Churchill Downs Simulcast Productions ("CDSP"), the Company's provider of television production services and miscellaneous corporate revenue. Net revenues and operating expenses for the three and six months ended June 30, 2010 have been reclassified to conform to the current year presentation. There was no impact from these reclassifications on net revenues, operating income, results of operations, or cash flows. Prior Year Revision The three and six months ended June 30, 2010 have been revised to reflect the classification of pari-mutuel and gaming taxes, in addition to free play that is administered at its gaming facilities. Previously, pari-mutuel and gaming taxes were presented as a reduction to revenues when they more properly should have been presented as an operating expense. In addition, accrued points for free play were presented as an operating expense whereas they more properly should have been presented as a reduction to revenues. For the three and six months ended June 30, 2010, the net impact of the pari-mutuel and gaming tax revision was an increase in net racing and online revenues of $7.3 million and $10.1 million, respectively, with a corresponding increase in racing and online operating expenses. In addition, during the same periods, gaming revenue increased $13.0 million and $23.9 million, respectively, with a corresponding increase in gaming operating expenses. Finally, the impact of the free play revision was a reduction in net gaming revenue of $5.4 million and $9.0 million, respectively, with a corresponding decrease in gaming operating expenses, for the three and six months ended June 30, 2010. This revision, which the Company determined is not material, had no impact on current or prior period operating income, results of operations, or cash flows. Promotional Allowances Promotional allowances primarily consist of the retail value of complementary goods and services provided to guests at no charge. The retail value of these promotional allowances is included in gross revenue and then deducted to arrive at net revenue. During the three and six months ended June 30, 2011, promotional allowances of $1.7 million and $4.1 million, respectively, were included as a reduction to net revenues. During the three and six months ended June 30, 2010, promotional allowances totaled $1.2 million and $2.1 million, respectively. The Company's guests may be awarded free play through its customer loyalty programs or through direct mail offers. Free play is deducted from gross revenue to arrive at net revenues. During the three and six months ended June 30, 2011, free play totaled $8.7 million and $17.7 million, respectively. During the three and six months ended June 30, 2010, free play totaled $5.0 million and $8.4 million, respectively. Comprehensive Earnings The Company had no other components of comprehensive earnings and, as such, comprehensive earnings is the same as net earnings as presented in the accompanying Condensed Consolidated Statements of Net Earnings.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Discontinued Operations

6 Months Ended

Jun. 30, 2011

Discontinued Operations

Discontinued Operations

NOTE 2 — DISCONTINUED OPERATIONS

During the three months ended June 30, 2011, the Company recognized a gain on sale of Hollywood Park of $0.2 million upon the expiration of an indemnity of certain contractual obligations related to the sale of Hollywood Park in 2005.

Churchill Downs Entertainment Group, Ellis Park and Hollywood Park have been accounted for as discontinued operations. Accordingly, the results of operations of the dissolved and sold businesses for all periods presented have been classified as discontinued operations, net of income taxes, in the Condensed Consolidated Statements of Net Earnings. Set forth below is a summary of the combined results of operations of the dissolved and sold businesses for the three and six months ended June 30, 2011 and 2010 (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2010			2011			2010
Net revenues	$	—	$	—		$	—		$	—
Operating expenses		—		763			10			872
Selling, general and administrative expenses		—		338			(11	)		670

Operating (loss) income		—		(1,101	)		1			(1,542	)
Other income (expense):
Miscellaneous, net		—		—			—			70

		—		—			—			70

(Loss) earnings from operations before income tax benefit		—		(1,101	)		1			(1,472	)
Income tax benefit		—		437			—			284

(Loss) earnings from operations		—		(664	)		1			(1,188	)
Gain on sale of assets, net of income taxes		157		—			157			—

Net earnings (loss)	$	157	$	(664	)	$	158		$	(1,188	)

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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+ Details

Hoosier Park Consideration	6 Months Ended
Hoosier Park Consideration	Jun. 30, 2011
Hoosier Park Consideration
Hoosier Park Consideration	NOTE 3 — HOOSIER PARK CONSIDERATION In accordance with the sale of the Company's 62% ownership interest in Hoosier Park, L.P. ("Hoosier Park") to Centaur Racing, LLC ("Centaur"), on March 30, 2007, the Company received a promissory note issued, jointly and severally, by three individual investors in Centaur (the "Note") in the amount of $4.0 million, which accrued interest at a rate of 8.25% per year. According to the terms of the Note, interest was due and payable in one lump sum upon maturity of the note, which was March 30, 2010. As of June 30, 2011, approximately $5.1 million of principal and interest is outstanding in accordance with the Note. The Partnership Interest Purchase Agreement documenting such sale to Centaur also includes a contingent consideration provision whereby the Company is entitled to payments of up to $15 million on the date which is eighteen months after the date that slot machines are operational at Hoosier Park. During June 2008, Hoosier Park commenced its slot operations, fulfilling the terms of the contingency provision. On March 6, 2010, Centaur and certain of its affiliates filed Chapter 11 bankruptcy petitions in the United States District Court for the District of Delaware. As of June 30, 2011, the Company had not received the contingent payment, and has determined that collectability of amounts due under the contingent consideration provision is not reasonably assured and, therefore, has not recognized the amounts due under the Partnership Interest Purchase Agreement. On February 1, 2011, the Company entered into a settlement agreement with Centaur and its affiliates whereby, subject to the conditions to the implementation of Centaur's reorganization plan being met, the Company will receive a cash payment of $8.5 million as a settlement for the amounts owed to the Company pursuant to the Note and contingent consideration provision of the Partnership Interest Purchase Agreement. On February 18, 2011, the U.S. Bankruptcy Court ("Court") in Delaware approved Centaur's reorganization plan and the Company's settlement agreement with Centaur. As of June 30, 2011, certain conditions to the implementation of Centaur's reorganization plan remain outstanding. Amounts received in excess of the Note balance and accrued interest will be recorded as a gain on the sale of Hoosier Park once realized.

Natural Disasters	6 Months Ended
Natural Disasters	Jun. 30, 2011
Natural Disasters
Natural Disasters	NOTE 4 — NATURAL DISASTERS Kentucky Tornado On June 22, 2011, a tornado caused damage to portions of Louisville, Kentucky including Churchill Downs Racetrack ("Churchill Downs"). Churchill Downs sustained damage to its stable area, as well as several other buildings on the backside of the racetrack. The Company cancelled one day of its live racing meet as a result of the incident. The Company carries property and casualty insurance as well as business interruption insurance, subject to a $0.5 million deductible. As of June 30, 2011, the Company has not recorded an impairment of its assets but does not believe this amount will be material. The Company does not believe that the Kentucky Tornado will have a material, adverse impact on its business, financial condition or results of operations. Mississippi River Flooding On May 7, 2011, the Board of Mississippi Levee Commissioners ordered the closure of the Mainline Mississippi River Levee as a result of the Mississippi River flooding, and the Company temporarily ceased operations at Harlow's Casino Resort & Hotel ("Harlow's") on May 6, 2011. On May 12, 2011, the facility sustained damage to its 2,600-seat entertainment center and a portion of its dining facilities which remain closed. On June 1, 2011, Harlow's resumed its casino operations. The Company carries flood, property and casualty insurance as well as business interruption insurance subject to a $1.3 million deductible for damages. As of June 30, 2011, the Company has incurred $0.9 million in repair expenditures which is recorded as an insurance recovery receivable on the Condensed Consolidated Balance Sheet at June 30, 2011. The Company is currently working with its insurance carriers to finalize its claim, and on July 22, 2011, it received $2.0 million in partial settlement of its claim. In addition, the Company recorded a reduction of property and equipment of $8.4 million and an offsetting insurance recovery receivable for the estimated damage associated with the flood. The Company does not believe that the Mississippi River Flooding will have a material, adverse impact on its business, financial condition or results of operations. Mississippi Wind Damage On February 24, 2011, severe storms caused damage to portions of Mississippi, including Greenville, Mississippi, the location of Harlow's. The facility sustained damage to a portion of the hotel, including its roof, furniture and fixtures in approximately 61 hotel rooms and fixtures in other areas of the hotel. The hotel was closed to customers for renovations during the first quarter of 2011 and reopened during June 2011. The Company carries property and casualty insurance as well as business interruption insurance subject to a $0.1 million deductible for damages. The Company filed a preliminary claim with its insurance carriers for $1.0 million in damages, which it received during the second quarter of 2011. As of June 30, 2011, the Company had incurred $0.8 million in repair expenditures of which $0.6 million was offset with the insurance proceeds at June 30, 2011. During the three months ended June 30, 2011, $0.4 million of insurance recoveries have been recorded as a reduction of selling, general and administrative expenses against losses related to the interruption of business caused by the wind damage that were incurred through June 30, 2011, that management determined as probable of recovery under an existing business interruption insurance policy. In addition, the Company recorded a reduction of property and equipment of $1.4 million and an offsetting insurance recovery receivable for the estimated wind damage. The Company does not believe that the Mississippi Wind Damage will have a material, adverse impact on its business, financial condition or results of operations.

Acquisitions And New Ventures

6 Months Ended

Jun. 30, 2011

Acquisitions And New Ventures

Acquisitions And New Ventures

NOTE 5 — ACQUISITIONS AND NEW VENTURES

On December 16, 2010, the Company completed its acquisition of Harlow's for cash consideration of approximately $140.4 million. The purchase agreement contained provisions under which there may be future consideration received or paid related to the subsequent determination of working capital that existed at the acquisition date. During the six months ended June 30, 2011, the Company reduced goodwill by $0.4 million related to the resolution of the working capital calculation and to deferred tax adjustments.

On June 2, 2010, the Company completed its acquisition of Youbet.com, LLC ("Youbet") and United Tote for an aggregate purchase price of $131.2 million. During the six months ended June 30, 2011, the Company reduced goodwill by $0.4 million related to deferred tax adjustments.

Pro Forma

The following table illustrates the effect on net revenues, earnings from continuing operations and earnings from continuing operations per common share as if the Company had consummated the acquisitions of Harlow's and Youbet, as of January 1, 2010. The pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have occurred had the acquisitions of Harlow's and Youbet been consummated at the beginning of the period presented (in thousands, except per common share data).


	Three Months Ended June 30,		Six Months Ended June 30,
	2010		2010
Net revenues	$	249,546	$	377,108
Earnings from continuing operations		28,326		22,048
Earnings from continuing operations per common share
Basic:
Earnings from continuing operations	$	1.69	$	1.32
Diluted:
Earnings from continuing operations	$	1.69	$	1.31
Shares used in computing earnings from continuing operations per common share:
Basic		16,309		16,309
Diluted		16,764		16,772

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
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-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1486-128463

+ Details

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2011
Income Taxes
Income Taxes	NOTE 6 — INCOME TAXES The Company's effective tax rate from continuing operations for the six months ended June 30, 2011 and 2010 was 41.1% and 34.7%, respectively. The prior year effective tax rate was impacted by the recognition of a benefit of $1.6 million during the six months ended June 30, 2010 from the settlement of a federal income tax matter related to prior years' Personal Seat License revenues at Churchill Downs. During the six months ended June 30, 2011, the Company recognized tax benefits resulting in a reduction to the effective tax rate of approximately 0.7%. These benefits were the result of a Tax Increment Financing Agreement ("TIF") entered during 2003 with the Commonwealth of Kentucky, as detailed below and were offset by tax expenses associated with taxes accrued for uncertain tax positions as well as the true-up of prior year taxes. Pursuant to the TIF, the Company is entitled to receive reimbursement of 80% of the increase in Kentucky income and sales tax driven by the 2005 renovation of the Churchill facility. Due to the resolution of uncertainties with the Commonwealth of Kentucky related to the computation of the tax increase during the three months ended June 30, 2011, the Company recognized a $2.9 million reduction of its operating expenses related to the years 2005 through 2010 and the six months ended June 30, 2011, and a $0.6 million reduction in its income tax expense, net of federal taxes, related to the years 2005 through 2010. During the six months ended June 30, 2011, the Company received a refund of $8.5 million from the overpayment of its 2010 federal income taxes and a refund of $1.0 million from an amended prior year federal income tax return related to state lobbying expense deductions. Certain tax authorities may periodically audit the Company, and it may occasionally be assessed interest and penalties by tax jurisdictions. The Company recognizes accrued interest in its income tax provision related to unrecognized income tax benefits, while penalties are accrued in general and administrative expenses. As of June 30, 2011, the Company had accrued $0.3 million of interest expense related to unrecognized income tax benefits and had gross unrecognized tax benefits of $3.4 million. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate for 2011 was $2.2 million.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

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-Section 50
-Paragraph 9
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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-Topic 740
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Convertible Note Payable Conversion	6 Months Ended
Convertible Note Payable Conversion	Jun. 30, 2011
Convertible Note Payable Conversion
Convertible Note Payable Conversion	NOTE 7 — CONVERTIBLE NOTE PAYABLE CONVERSION During 2004, the Company acquired 452,603 shares of its common stock from a shareholder in exchange for a convertible promissory note in the principal amount of $16.7 million which could be immediately convertible, at any time at the option of the shareholder, into shares of the Company's common stock. During the three months ended June 30, 2011, the shareholder exercised his conversion right, and the Company's convertible note payable with a related party was paid through the issuance of 452,603 shares of the Company's common stock. The Company recognized a gain on conversion of $2.7 million in miscellaneous other income and interest expense of $1.4 million as a result of the conversion and the elimination of the short forward contract liability and long put option asset.

Goodwill And Indefinite-Lived Intangible Assets Impairment Test	6 Months Ended
	Jun. 30, 2011
Goodwill And Indefinite-Lived Intangible Assets Impairment Test
Goodwill And Indefinite-Lived Intangible Assets Impairment Test	NOTE 8 — GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS IMPAIRMENT TEST Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis. In assessing whether goodwill is impaired, the fair value of the related reporting unit is compared to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test consists of comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to such excess. The implied fair value of goodwill is determined in the same manner as when determining the amount of goodwill recognized in a business combination. The Company completed the required annual impairment tests of goodwill and indefinite-lived intangible assets during the six months ended June 30, 2011, and no adjustment to the carrying value of goodwill or indefinite-lived intangible assets was required.

Fair Value Of Assets And Liabilities	6 Months Ended
Fair Value Of Assets And Liabilities	Jun. 30, 2011
Fair Value Of Assets And Liabilities
Fair Value Of Assets And Liabilities	NOTE 9 — FAIR VALUE OF ASSETS AND LIABILITIES The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Approximately $4.7 million of the Company's cash equivalents and restricted cash as of June 30, 2011, which are held in interest bearing accounts, qualify for Level 1 in the fair value hierarchy which includes unadjusted quoted market prices in active markets for identical assets. The Company currently has no other assets or liabilities subject to fair value measurement on a recurring basis. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash Equivalents — The carrying amount reported in the balance sheet for cash equivalents approximates its fair value due to the short-term maturity of these instruments. Long-Term Debt — The carrying amounts of the Company's borrowings under its line of credit agreements and other long-term debt approximates fair value, based upon current interest rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
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+ Details

Earnings Per Common Share Computations

6 Months Ended

Jun. 30, 2011

Earnings Per Common Share Computations

Earnings Per Common Share Computations

NOTE 10 — EARNINGS PER COMMON SHARE COMPUTATIONS

The following is a reconciliation of the numerator and denominator of the earnings per common share computations (in thousands, except per share data):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Numerator for basic earnings from continuing operations per common share:
Earnings from continuing operations	$	39,990		$	28,269		$	36,804		$	20,125
Earnings from continuing operations allocated to participating securities		(906	)		(859	)		(869	)		(629	)

Numerator for basic earnings from continuing operations per common share	$	39,084		$	27,410		$	35,935		$	19,496

Numerator for basic net earnings per common share:
Net earnings	$	40,147		$	27,605		$	36,962		$	18,937
Net earnings allocated to participating securities		(910	)		(839	)		(873	)		(592	)

Numerator for basic net earnings per common share	$	39,237		$	26,766		$	36,089		$	18,345

Numerator for diluted net earnings per common share:
Earnings from continuing operations	$	39,990		$	28,269		$	36,804		$	20,125
Discontinued operations, net of income taxes		157			(664	)		158			(1,188	)

Net earnings	$	40,147		$	27,605		$	36,962		$	18,937

Denominator for net earnings per common share:
Basic		16,444			14,440			16,401			14,027
Plus dilutive effect of stock options		109			2			100			10
Plus dilutive effect of convertible note		382			453			398			453

Diluted		16,935			14,895			16,899			14,490

Earnings per common share:
Basic
Earnings from continuing operations	$	2.38		$	1.90		$	2.19		$	1.39
Discontinued operations		0.01			(0.05	)		0.01			(0.08	)

Net earnings	$	2.39		$	1.85		$	2.20		$	1.31

Diluted
Earnings from continuing operations	$	2.36		$	1.90		$	2.18		$	1.39
Discontinued operations		0.01			(0.05	)		0.01			(0.08	)

Net earnings	$	2.37		$	1.85		$	2.19		$	1.31

Options to purchase approximately 18 thousand shares for each of the three and six months ended June 30, 2011, respectively, were not included in the computation of earnings per common share because the options' exercise prices were greater than the average market price of the common shares. Options to purchase approximately 130 thousand shares and 111 thousand shares for each of the three and six months ended June 30, 2010, respectively, were not included in the computation of earnings per common share because the options' exercise prices were greater than the average market price of the common shares.

Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

NOTE 11 — SEGMENT INFORMATION

The Company operates in the following four segments: (1) Racing Operations, which includes Churchill Downs, Calder, Arlington Park and its eleven OTBs and Fair Grounds and the pari-mutuel activity generated at its eleven OTBs; (2) Online Business, which includes TwinSpires, our ADW business, Fair Grounds Account Wagering and Bloodstock Research Information Systems as well as the Company's equity investment in HRTV, LLC; (3) Gaming, which includes video poker and gaming operations at Fair Grounds Slots, Calder Casino, Harlow's, a casino and hotel acquired on December 16, 2010 and VSI, an owner and operator of more than 700 video poker machines in Louisiana; and (4) Other Investments, which includes United Tote, a manufacturer and operator of pari-mutuel wagering systems acquired by the Company on June 2, 2010, CDSP and the Company's other minor investments. Eliminations include the elimination of intersegment transactions.

The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies" in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The Company uses EBITDA (defined as earnings before interest, taxes, depreciation and amortization) as a key performance measure of the results of operations for purposes of evaluating performance internally. Management believes that the use of this measure enables management and investors to evaluate and compare from period to period, the Company's operating performance in a meaningful and consistent manner. EBITDA is a supplemental measure of the Company's performance that is not required by, or presented in accordance with, GAAP. EBITDA should not be considered an alternative to net earnings or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of the Company's cash flow or liquidity.

The table below presents information about reported segments for the three and six months ended June 30, 2011 and 2010 (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net revenues from external customers:
Churchill Downs	$	95,839		$	92,019		$	98,161		$	94,604
Arlington Park		22,050			23,950			31,398			33,786
Calder		19,412			20,647			22,080			23,619
Fair Grounds		10,904			10,824			28,194			28,444

Total Racing Operations		148,205			147,440			179,833			180,453
Calder Casino		21,711			18,219			42,323			31,759
Fair Grounds Slots		9,458			9,092			21,630			20,650
VSI		8,789			8,537			18,216			17,187
Harlow's Casino		9,501			—			26,377			—

Total Gaming		49,459			35,848			108,546			69,596
Online Business		46,526			29,847			83,329			48,142
Other Investments		5,358			2,264			9,323			2,364
Corporate		138			(4	)		209			3

Net revenues	$	249,686		$	215,395		$	381,240		$	300,558

Intercompany net revenues:
Churchill Downs	$	3,464		$	2,428		$	3,612		$	2,536
Arlington Park		1,159			919			1,692			1,343
Calder		486			351			547			375
Fair Grounds		—			8			778			547

Total Racing Operations		5,109			3,706			6,629			4,801
Online Business		219			217			415			381
Other Investments		1,153			642			1,752			1,015
Eliminations		(6,481	)		(4,565	)		(8,796	)		(6,197	)

Net revenues	$	—		$	—		$	—		$	—

Reconciliation of Segment EBITDA to net earnings:
Racing	$	58,447		$	49,428		$	45,809		$	36,565
Gaming		12,798			6,706			30,331			11,645
Online		11,308			4,654			18,853			8,649
Other Investments		1,045			907			953			1,125
Corporate		1,385			(1,311	)		211			(2,623	)

Total EBITDA		84,983			60,384			96,157			55,361
Depreciation and amortization		(13,890	)		(11,990	)		(27,876	)		(22,015	)
Interest (expense) income, net		(3,405	)		(1,403	)		(5,797	)		(2,550	)
Income tax expense		(27,698	)		(18,722	)		(25,680	)		(10,671	)

Earnings from continuing operations		39,990			28,269			36,804			20,125
Discontinued operations, net of income taxes		157			(664	)		158			(1,188	)

Net earnings	$	40,147		$	27,605		$	36,962		$	18,937

As further discussed in Note 1, during the year ended December 31, 2010, the Company revised its Consolidated Statements of Net Earnings to appropriately reflect the classification of pari-mutuel and gaming taxes, in addition to free play that is administered at its gaming facilities. For the three and six months ended June 30, 2010, the net impact of the revision on the Company's net revenues from external customers is presented below. The revision, which the Company determined is not material, had no impact on intercompany net revenues or segment EBITDA.


	Three Months Ended June 30, 2010
	Previously Reported			Revised			Effect of Change
Net revenues from external customers:
Churchill Downs	$	89,390		$	92,019		$	2,629
Arlington Park		23,050			23,950			900
Calder		18,294			20,647			2,353
Fair Grounds		9,898			10,824			926

Total Racing Operations		140,632			147,440			6,808
Calder Casino		12,779			18,219			5,440
Fair Grounds Slots		8,625			9,092			467
VSI		6,782			8,537			1,755

Total Gaming		28,186			35,848			7,662
Online Business		29,393			29,847			454
Other Investments		2,305			2,264			(41	)
Corporate		(4	)		(4	)		—

Net revenues from external customers	$	200,512		$	215,395		$	14,883


	Six Months Ended June 30, 2010
	Previously Reported			Revised			Effect of Change
Net revenues from external customers:
Churchill Downs	$	91,530		$	94,604		$	3,074
Arlington Park		32,088			33,786			1,698
Calder		21,244			23,619			2,375
Fair Grounds		26,425			28,444			2,019

Total Racing Operations		171,287			180,453			9,166
Calder Casino		21,745			31,759			10,014
Fair Grounds Slots		19,116			20,650			1,534
VSI		13,657			17,187			3,530

Total Gaming		54,518			69,596			15,078
Online Business		47,350			48,142			792
Other Investments		2,404			2,364			(40	)
Corporate		3			3			—

Net revenues from external customers	$	275,562		$	300,558		$	24,996

The table below presents information about equity in earnings (losses) of unconsolidated investments included in the Company's reported segments for the three and six months ended June 30, 2011 and 2010 (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2010			2011			2010
Online Business	$	393	$	(254	)	$	(53	)	$	198
Other Investments		67		(36	)		97			(45	)

	$	460	$	(290	)	$	44		$	153

The table below presents total asset information for reported segments (in thousands):


	June 30, 2011			December 31, 2010
Total assets:
Racing Operations	$	947,516		$	951,062
Gaming		250,088			254,237
Online Business		184,696			189,962
Other Investments		184,999			191,160

		1,567,299			1,586,421
Eliminations		(568,796	)		(568,702	)

	$	998,503		$	1,017,719

The table below presents total goodwill information for reported segments (in thousands):


	June 30, 2011		December 31, 2010
Goodwill:
Racing Operations	$	50,401	$	50,401
Gaming		34,730		35,082
Online Business		127,363		127,787
Other Investments		1,258		1,258

	$	213,752	$	214,528

The table below presents total capital expenditure information for reported segments (in thousands):


	Six Months Ended June 30,
	2011		2010
Capital expenditures, net:
Racing Operations	$	3,681	$	32,026
Gaming		4,736		15,810
Online Business		842		2,550
Other Investments		1,608		1,762

	$	10,867	$	52,148

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Commitments And Contingencies	6 Months Ended
Commitments And Contingencies	Jun. 30, 2011
Commitments And Contingencies
Commitments And Contingencies	NOTE 12 — COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company records accruals for legal contingencies to the extent that it concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters specifically described below. Hialeah Race Course On February 14, 2011, Hialeah Race Course ("Hialeah") filed a lawsuit styled Hialeah Racing Association, South Florida Racing Association, LLC and Bal Bay Realty, LTD vs. West Flagler Associates, LTD, Calder Race Course, Inc. and Tropical Park, Inc., (Case No. 11-04617 CA24) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. The plaintiffs allege that the defendants, including Calder and Tropical Park, have engaged in unfair methods of competition and have committed unfair acts and practices by, among other things, engaging in concerted actions designated to prevent the enactment of legislation to regulate thoroughbred racing dates, coordinating the selection of racing dates among Calder, Tropical Park and Gulfstream Park, soliciting the revocation of Hialeah's racing permit which prevented Hialeah from operating, participating in the drafting of a Florida constitutional amendment on slot machines to ensure that Hialeah was excluded from obtaining the opportunity to conduct gaming under such a constitutional amendment and instituting litigation challenging the validity of certain legislation in an effort to prevent the operation of slot machines at Hialeah. The plaintiffs have alleged an unspecified amount in damages. Motions to dismiss on behalf of Calder and Tropical Park were served on March 14, 2011, and March 21, 2011, respectively. A motion to stay discovery pending consideration of the motions to dismiss has also been filed. The Company expects all three motions to be heard by the court during the third quarter of 2011. Balmoral, Maywood and Illinois Harness Horsemen's Association On February 14, 2011, Balmoral Racing Club, Inc., Maywood Park Trotting Association, Inc. and the Illinois Harness Horsemen's Association, Inc. filed a lawsuit styled Balmoral Racing Club, Inc., Maywood Park Trotting Association, Inc. and the Illinois Harness Horsemen's Association Inc. vs. Churchill Downs Incorporated, Churchill Downs Technology Initiatives Company d/b/a TwinSpires.com and Youbet.com, LLC (Case No. 11-CV-D1028) in the United States District Court for the Northern District of Illinois, Eastern Division. The plaintiffs allege that Youbet.com breached a co-branding agreement dated December 2007, as amended on December 21, 2007, and September 26, 2008, (the "Agreement") which was entered into between certain Illinois racetracks and a predecessor of Youbet.com. The plaintiffs allege that the defendants breached the agreement by virtue of an unauthorized assignment of the Agreement to TwinSpires.com and further allege that Youbet.com and TwinSpires have misappropriated trade secrets in violation of the Illinois Trade Secrets Act. Finally, the plaintiffs allege that the Company and TwinSpires.com tortiously interfered with the Agreement by causing Youbet.com to breach the Agreement. The plaintiffs have alleged damages of at least $3.6 million, or alternatively, of at least $0.8 million. On April 1, 2011, the plaintiffs filed a motion for preliminary injunction, seeking an order compelling the defendants to turn over all Illinois customer accounts and prohibiting TwinSpires.com from using that list of Illinois customer accounts. On April 18, 2011, the defendants filed an answer and a motion to dismiss certain counts of the plaintiffs' complaint, and Youbet.com asserted a counterclaim seeking certain declaratory relief relating to allegations that the plaintiffs Maywood and Balmoral breached the Agreement in 2010, leading to its proper termination by Youbet.com on December 1, 2010. The preliminary injunction hearing took place on July 6, 2011 and on July 21, 2011, the court denied the preliminary injunction and a status meeting hearing has been scheduled for July 27, 2011. Receipt of Illinois Riverboat Subsidy Beginning in 2009, the Company has received payments totaling $44.2 million from the Horse Racing Equity Trust Fund (the "HRE Trust Fund") related to subsidies paid by Illinois riverboat casinos in accordance with Public Acts 94-804 and 95-1008. The HRE Trust Fund was established to fund operating and capital improvements at Illinois racetracks via a 3% "surcharge" on revenues of Illinois riverboat casinos that meet a predetermined revenue threshold. The funds are to be distributed with approximately 60% of the total to be used for horsemen's purses and the remaining monies to be distributed to Illinois racetracks. The monies received from both Acts have been placed into an escrow account of Arlington Park and are recognized as restricted cash. Revenues from these subsidies are being deferred as of June 30, 2011, as challenges regarding the legality of Public Acts 94-804 and 95-1008 are still being made by the Illinois riverboat casinos. Other Matters There are no other pending legal proceedings, other than litigation arising in the ordinary course of business.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Recent Accounting Pronouncements	6 Months Ended
Recent Accounting Pronouncements	Jun. 30, 2011
Recent Accounting Pronouncements
Recent Accounting Pronouncements	NOTE 13 — RECENT ACCOUNTING PRONOUNCEMENTS In June 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-05, which updates the guidance in ASC Topic 220, Presentation of Comprehensive Income. ASU 2011-05 specifies that entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements, and that entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company intends to adopt the standard during 2012. In December 2010, the FASB issued ASU No. 2010-29, which updates the guidance in ASC Topic 805, Business Combinations. The objective of ASU 2010-29 is to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for calendar year-end companies beginning on or after December 15, 2010. The Company adopted the standard as of January 1, 2011, and there was no impact on the Company's condensed consolidated financial statements.

- Definition

Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-Name Regulation S-X (SX)
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+ Details