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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2012	May 01, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
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		17,330,414

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 28,882	$ 27,325
Restricted cash	41,907	44,559
Accounts receivable, net of allowance for doubtful accounts of $2,306 in 2012 and $2,408 in 2011	24,118	49,773
Deferred income taxes	8,018	8,727
Income taxes receivable	3,569	3,679
Other current assets	17,551	10,399
Total current assets	124,045	144,462
Property and equipment, net	475,480	477,356
Goodwill	216,883	213,712
Other intangible assets, net	106,811	103,827
Other assets	13,969	8,665
Total assets	937,188	948,022
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	53,422	56,514
Bank overdraft	2,232	5,473
Purses payable	20,275	20,066
Accrued expenses	39,649	47,816
Dividends payable	0	10,110
Deferred revenue	56,035	33,472
Total current liabilities	171,613	173,451
Long-term debt	107,761	127,563
Other liabilities	30,621	29,542
Deferred revenue	18,860	17,884
Deferred income taxes	15,552	15,552
Total liabilities	344,407	363,992
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 250 shares authorized; no shares issued
Common stock, no par value; 50,000 shares authorized; 17,347 shares issued at March 31, 2012 and 17,178 shares issued at December 31, 2011	267,597	260,199
Retained earnings	325,184	323,831
Total shareholders' equity	592,781	584,030
Total liabilities and shareholders' equity	$ 937,188	$ 948,022

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 2,306	$ 2,408
Preferred stock, no par value
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	0	0
Common stock, no par value
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	17,347,000	17,178,000

Condensed Consolidated Statements Of Net Earnings (Loss) And Comprehensive Earnings - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net revenues
Racing	$ 30,182	$ 31,628
Gaming	59,336	59,087
Online	44,035	36,803
Other	4,643	4,036
Net revenues	138,196	131,554
Operating expenses
Racing	42,988	45,585
Gaming	40,940	41,402
Online	30,151	26,365
Other	5,709	5,051
Selling, general and administrative expenses	16,199	16,004
Insurance recoveries, net of losses	(1,511)
Operating income (loss)	3,720	(2,853)
Other income (expense):
Interest income	18	68
Interest expense	(1,223)	(2,460)
Equity loss of unconsolidated investments	(220)	(416)
Miscellaneous, net	33	457
Total other income (expense)	(1,392)	(2,351)
Earnings (loss) from continuing operations before provision for income taxes	2,328	(5,204)
Income tax (provision) benefit	(974)	2,018
Earnings (loss) from continuing operations	1,354	(3,186)
Discontinued operations, net of income taxes:
(Loss) earnings from operations	(1)	1
Net earnings (loss) and comprehensive earnings	$ 1,353	$ (3,185)
Net earnings (loss) per common share data:
Basic	$ 0.08	$ (0.19)
Diluted	$ 0.08	$ (0.19)
Weighted average shares outstanding:
Basic	16,903	16,358
Diluted	17,433	16,358

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net earnings (loss)	$ 1,353	$ (3,185)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	13,807	13,986
Asset impairment loss	1,369	60
Gain on asset disposition	(21)
Equity in losses of unconsolidated investments	220	416
Unrealized gain on derivative instruments		(204)
Share-based compensation	1,924	1,531
Other	228	271
Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisition:
Restricted cash	4,327	6,547
Accounts receivable	7,160	10,451
Other current assets	(7,280)	(5,129)
Accounts payable	(2,399)	(2,349)
Purses payable	209	(3,189)
Accrued expenses	(5,462)	(2,774)
Deferred revenue	38,782	37,774
Income taxes receivable and payable	110	5,163
Other assets and liabilities	782	1,106
Net cash provided by operating activities	55,109	60,475
Cash flows from investing activities:
Additions to property and equipment	(9,120)	(5,517)
Acquisition of business, net of cash	(6,630)
Investment in joint venture	(4,275)
Purchases of minority investments	(1,482)
Assumption of note receivable	(1,100)
Proceeds on sale of property and equipment	65	46
Proceeds from insurance recoveries	1,369
Change in deposit wagering asset	(1,675)	388
Net cash used in investing activities	(22,848)	(5,083)
Cash flows from financing activities:
Borrowings on bank line of credit	79,135	72,436
Repayments on bank line of credit	(98,936)	(114,683)
Change in bank overdraft	(3,241)	(4,064)
Payment of dividends	(10,110)	(8,165)
Repurchase of common stock	(268)	(151)
Common stock issued	391
Windfall tax benefit from share-based compensation	443
Change in deposit wagering liability	1,882	(318)
Net cash used in financing activities	(30,704)	(54,945)
Net increase in cash and cash equivalents	1,557	447
Cash and cash equivalents, beginning of period	27,325	26,901
Cash and cash equivalents, end of period	28,882	27,348
Supplemental disclosures of cash flow information:
Interest	764	1,978
Income taxes	297	1,203
Assets acquired and liabilities assumed from acquisition of business:
Fair value of assets acquired	9,356
Liabilities assumed	(395)
Fair value of earn-out liability and accrued purchase price	(2,331)
Issuance Of Common Stock In Connection With Company LTIP And Other Stock Plans [Member]
Schedule of non-cash investing and financing activities:
Issuance of common stock	$ 5,110	$ 4,069

Basis Of Presentation	3 Months Ended
Basis Of Presentation	Mar. 31, 2012
Basis Of Presentation [Abstract]
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, 2011 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 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 historically has had fewer live racing days during the first quarter of each year, and the majority of its live racing revenue occurs during the second quarter, with the running of the Kentucky Derby and the Kentucky Oaks. The Company conducted 56 live racing days during the first quarter of 2012, which compares to 62 live racing days conducted during the first quarter of 2011. Customer Loyalty Programs The Company's customer loyalty programs offer incentives to customers who wager at the Company's racetracks, through its advance deposit wagering platform, TwinSpires.com, or at its gaming facilities. The TSC Elite program, which was introduced during the three months ended March 31, 2012 to replace the previous program, TwinSpires Club, is for pari-mutuel wagering at the Company's racetracks or through TwinSpires.com. The Player's Club is offered at the Company's gaming facilities in Louisiana, Florida and Mississippi. As of March 31, 2012 and December 31, 2011, the outstanding reward point liabilities were $1.8 million and $2.7 million, respectively. Promotional Allowances Promotional allowances, which include the Company's customer loyalty programs, primarily consist of the retail value of complimentary 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 months ended March 31, 2012 and 2011, promotional allowances of $6.2 million and $5.1 million, respectively, were included as a reduction to net revenues. During those periods, Online promotional allowances were $3.5 million and $2.4 million, Gaming promotional allowances were $2.5 million and $2.3 million, and Racing promotional allowances were $0.2 million and $0.3 million, respectively. The estimated cost of providing promotional allowances included in operating expenses for the three months ended March 31, 2012 and 2011 totaled $1.2 million and $1.3 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 (Loss) and Comprehensive Earnings.

Florida Gaming Recoveries	3 Months Ended
Florida Gaming Recoveries	Mar. 31, 2012
Florida Gaming Recoveries [Abstract]
Florida Gaming Recoveries	NOTE 2 — FLORIDA GAMING RECOVERIES During February 2012, the Company received $0.8 million in proceeds upon the opening of Casino Miami Jai-Alai, a slots and jai-alai facility in Miami, Florida. These proceeds partially reimbursed Calder Race Course ("Calder") for expenditures made during 2005 related to the slot machine referendum held in Miami-Dade County. Due to uncertainties regarding collectability, the Company did not recognize a reduction of expense upon the execution of the agreement during 2005, because reimbursement was not payable until the opening of Casino Miami Jai-Alai. During the three months ended March 31, 2012, the Company recognized $0.8 million as a reduction to selling, general and administrative expenses from the recovery. In addition, the Company recognized $0.2 million as a reduction to its operating expenses from a recovery of pari-mutuel accounts receivable from the owners of Casino Miami Jai-Alai, which had been previously reserved due to uncertainties regarding collectability.

Acquisitions And New Ventures	3 Months Ended
Acquisitions And New Ventures	Mar. 31, 2012
Acquisitions And New Ventures [Abstract]
Acquisitions And New Ventures	NOTE 3 — ACQUISITIONS AND NEW VENTURES Ohio Joint Venture During March 2012, the Company announced an agreement to enter into a 50% joint venture with Delaware North Companies Gaming & Entertainment Inc. ("DNC") to develop a new harness racetrack and video lottery terminal ("VLT") gaming facility in Lebanon, Ohio. The project will involve the relocation of the current operations of Lebanon Raceway to a new location to be selected along the Interstate 75 corridor between Cincinnati and Dayton. Through the joint venture agreement, the Company and DNC have formed a new company, Miami Valley Gaming & Racing LLC ("MVG"), which will manage both the Company's and DNC's interests in the development and operation of the racetrack and VLT gaming facility. MVG has entered into an asset purchase agreement through which it will acquire the harness racing licenses and certain assets held by Lebanon Trotting Club Inc. and Miami Valley Trotting Inc., the two entities conducting harness racing at the existing Lebanon Raceway facility at the Warren County Fairgrounds in Lebanon, Ohio. MVG will acquire these assets for an aggregate purchase price of $60 million, of which $10 million will be paid in cash, with the remaining $50 million to be funded through a promissory note delivered at closing. An additional $10 million could be paid to the sellers if certain conditions are met with respect to the performance of the VLT facility over time. The Company and DNC will contribute up to $90 million in equity to fund the asset purchase agreement for the existing racing licenses and racetrack assets, the initial VLT license fees and acquisition costs for the land eventually selected for development. Completion of the asset purchase transaction and development of the new racetrack and VLT gaming facility are subject to regulatory approvals and other customary closing conditions, and to the resolution of any outstanding legal challenges threatening the legality of VLT gaming. In the event the transaction is not completed, the operating agreement will be terminated and the joint venture will be liquidated. During the three months ended March 31, 2012, the Company funded $4.3 million in initial capital contributions to the joint venture. Bluff Media Acquisition During February 2012, the Company announced the acquisition of the assets of Bluff Media ("Bluff"), a multimedia poker content brand and publishing company. Bluff's assets include the poker periodical, BLUFF Magazine; BLUFF Magazine's online counterpart, BluffMagazine.com; ThePokerDB, a comprehensive online database and resource that tracks and ranks the performance of poker players and tournaments; and various other news and content forums. Bluff also publishes Fight! Magazine, a premier mixed martial arts magazine and its online counterpart, FightMagazine.com. In addition to the Company's intention to further expand and build upon Bluff's current content and business model, the Company believes this acquisition potentially provides it with new business avenues to pursue in the event there is a liberalization of state or federal laws with respect to Internet poker in the United States. The Company completed its acquisition of Bluff for cash consideration of $6.6 million, which includes contingent consideration estimated at $2.3 million based upon the enactment of federal or state enabling legislation which permits Internet poker gaming. Since the transaction did not have a material impact on the Company's condensed consolidated financial statements, additional disclosure was not deemed necessary. See Note 7 for further discussion of the fair value measurement.

- 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
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-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
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1392-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1486-128463

+ Details

Natural Disasters

3 Months Ended

Mar. 31, 2012

Natural Disasters [Abstract]

Natural Disasters

NOTE 4 — NATURAL DISASTERS

Mississippi River Flooding

As a result of the Mississippi River flooding, the Company temporarily ceased operations at Harlow's Casino Resort & Hotel ("Harlow's") on May 6, 2011, and the Board of Mississippi Levee Commissioners ordered the closure of the Mainline Mississippi River Levee on May 7, 2011. On May 12, 2011, the property sustained damage to its 2,600-seat entertainment center and a portion of its dining facilities. On June 1, 2011, Harlow's resumed casino operations with temporary dining facilities. During December 2011, the Company announced a renovation and improvement project which is expected to be completed by early 2013, including a new buffet area, steakhouse, business center, spa facility, fitness center, pool and a multi-purpose event center.

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 March 31, 2012, the Company has recorded a reduction of property and equipment of $8.5 million and incurred $2.0 million in repair expenditures, with an offsetting insurance recovery receivable for the estimated damage associated with the flood. During the year ended December 31, 2011, the Company received $3.5 million in partial settlement of its claim. The Company is currently working with its insurance carriers to finalize its claim and received $5.0 million during the three months ended March 31, 2012. The Company received an additional $7.0 million from its insurance carriers during April 2012, and it will recognize insurance recoveries, net of losses, of $5.0 million as a component of operating income during the three months ended June 30, 2012.

Mississippi Wind Damage

On February 24, 2011, severe storms caused damage to portions of Mississippi, including Greenville, Mississippi, the location of Harlow's. The Harlow's property 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 following the storm damage 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 recorded a reduction of property and equipment of $1.4 million and incurred $1.1 million in repair expenditures. 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. Approximately $0.4 million of insurance recoveries received were recorded as a reduction of selling, general and administrative expenses against losses related to the interruption of business caused by the wind damage during the year ended December 31, 2011. We received an additional $3.4 million from our insurance carriers during the three months ended March 31, 2012. The Company recognized insurance recoveries, net of losses, of $1.5 million during the three months ending March 31, 2012.

The casualty losses and related insurance proceeds have been included as components of operating income in the Company's Condensed Consolidated Statements of Net Earnings (Loss) and Comprehensive Earnings. Set forth below is a summary of the impact of the natural disasters on the results of operations of the Company for the three months ended March 31, 2012 (in thousands):


	Three Months Ended March 31, 2012
	Casualty Losses		Insurance Recoveries			Insurance Recoveries, Net of Losses
Harlow's	$	1,845	$	(3,356	)	$	(1,511	)

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2012
Income Taxes [Abstract]
Income Taxes	NOTE 5 — INCOME TAXES The Company's effective tax rate from continuing operations for the three months ended March 31, 2012 and 2011 was 42% and 39%, respectively. Certain tax authorities may periodically audit the Company, and the Company may occasionally be assessed interest and penalties by tax jurisdictions. The Company recognizes accrued interest in its tax provision related to unrecognized income tax benefits, while penalties are accrued in selling, general and administrative expenses. As of March 31, 2012, the Company had accrued $0.3 million of interest expense related to unrecognized income tax benefits and had gross unrecognized tax benefits of $2.4 million. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $1.6 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Name Accounting Standards Codification
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-Topic 740
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Goodwill And Indefinite-Lived Intangible Assets Impairment Test

3 Months Ended

Mar. 31, 2012

Goodwill And Indefinite-Lived Intangible Assets Impairment Test [Abstract]

Goodwill And Indefinite-Lived Intangible Assets Impairment Test

NOTE 6 — GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS IMPAIRMENT TEST

Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis. In March 2012, the Company adopted ASU No. 2011-08, Intangibles-Goodwill and Other: Testing Goodwill for Impairment. ASU 2011-08 simplifies goodwill impairment testing by adding a qualitative review step to assess whether a quantitative impairment analysis is necessary. Under the amended rule, a company will not be required to calculate the fair value of a business that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not that the fair value of that business is less than its carrying value.

The Company completed the required annual impairment tests of goodwill and indefinite-lived intangible assets during the three months ended March 31, 2012, and no adjustment to the carrying value of goodwill or indefinite-lived intangible assets was required. The Company qualitatively assessed its goodwill and concluded that it was more likely than not that fair value of its reporting units was greater than their carrying value, and as such, the Company was not required to calculate the fair value of its reporting units.

The following tables summarize the activity related to goodwill and other intangible assets for the three months ended March 31, 2012 (in thousands):


	Goodwill
	Racing Operations		Gaming		Online Business		Other Investments			Total
Balance as of December 31, 2011	$	50,400	$	34,689	$	127,364	$	1,259		$	213,712
Reclassifications		1,259		—		—		(1,259	)		—
Additions		—		—		—		3,171			3,171

Balance as of March 31, 2012	$	51,659	$	34,689	$	127,364	$	3,171		$	216,883


	March 31, 2012							December 31, 2011
	Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value
Definite-lived intangible assets	$	64,929	$	(23,589	)	$	41,340	$	64,589	$	(20,672	)	$	43,917
Indefinite-lived intangible assets		65,471		—			65,471		59,910		—			59,910

Total	$	130,400	$	(23,589	)	$	106,811	$	124,499	$	(20,672	)	$	103,827

During the three months ended March 31, 2012, the Company reclassified goodwill between Other Investments and Racing Operations related to Churchill Downs Simulcast Productions, one of its other investments, which was merged into Racing Operations during 2012. In addition, the Company recorded goodwill of $3.2 million and other intangible assets of $5.9 million related to the Bluff acquisition.

Fair Value Of Assets And Liabilities

3 Months Ended

Mar. 31, 2012

Fair Value Of Assets And Liabilities [Abstract]

Fair Value Of Assets And Liabilities

NOTE 7 — 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. The following table presents the Company's assets and liabilities measured at fair value as of March 31, 2012 and December 31, 2011, respectively (in thousands):


	Fair Value
	Hierarchy		March 31, 2012			December 31, 2011
Cash equivalents and restricted cash		Level 1	$	41,905		$	44,141

Contingent consideration liability		Level 3	$	(2,331	)	$	—

The Company's cash equivalents and restricted cash, 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's accrued liability for a contingent consideration recorded in conjunction with the Bluff acquisition was based on significant inputs not observed in the market and represents a Level 3 fair value measurement. The estimate for the acquisition date fair value of the contingent consideration was based on the probability of achieving enabling legislation which permits Internet poker gaming and the probability-weighted discounted cash flows. Any change in the fair value of the contingent consideration subsequent to the acquisition date will be recognized in the Company's Condensed Statements of Net Earnings (Loss) and Comprehensive Earnings. 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 approximate 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)
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Earnings Per Common Share Computations

3 Months Ended

Mar. 31, 2012

Earnings Per Common Share Computations [Abstract]

Earnings Per Common Share Computations

NOTE 8 — 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
	March 31,
	2012			2011
Numerator for basic earnings (loss) from continuing operations per common share:
Earnings (loss) from continuing operations	$	1,354		$	(3,186	)
Earnings from continuing operations allocated to participating securities		(24	)		—

Numerator for basic earnings (loss) from continuing operations per common share	$	1,330		$	(3,186	)

Numerator for basic earnings (loss) per common share:
Net earnings (loss)	$	1,353		$	(3,185	)
Net earnings allocated to participating securities		(24	)		—

Numerator for basic net earnings (loss) per common share	$	1,329		$	(3,185	)

Numerator for diluted earnings (loss) per common share:
Earnings (loss) from continuing operations	$	1,354		$	(3,186	)
Discontinued operations, net of income taxes		(1	)		1

Net earnings (loss)	$	1,353		$	(3,185	)

Denominator for net earnings (loss) per common share:
Basic		16,903			16,358
Plus dilutive effect of stock options		222			—
Plus dilutive effect of participating securities		308			—

Diluted		17,433			16,358

Net earnings (loss) per common share:
Basic	$	0.08		$	(0.19	)
Diluted	$	0.08		$	(0.19	)

Options to purchase approximately 18,000 shares related to the participating security for the three months ended March 31, 2011 was excluded from the computation of diluted loss per common share since its effect was antidilutive because of the net loss from continuing operations for the period.

Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information [Abstract]

Segment Information

NOTE 9 — SEGMENT INFORMATION

The Company operates in the following four segments: (1) Racing Operations, which includes Churchill Downs Racetrack, Arlington Park Race Course and its eleven OTBs, Calder Race Course and Fair Grounds Race Course and the pari-mutuel activity generated at its eleven OTBs; (2) Gaming, which includes video poker and gaming operations at Calder Casino, Fair Grounds Slots, Harlow's and Video Services, LLC ("VSI"); (3) Online Business, which includes TwinSpires, our Advance Deposit Wagering ("ADW") business, Fair Grounds Account Wagering, Bloodstock Research Information Services and Velocity, a business focused on high wagering-volume international customers, as well as the Company's equity investment in HRTV, LLC; and (4) Other Investments, which includes United Tote, MVG, Bluff 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, 2011. 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. However, EBITDA should not be considered as an alternative to, or more meaningful than, net earnings (as determined in accordance with accounting principles generally accepted in the United States of America) as a measure of our operating results. A reconciliation of EBITDA to net earnings (loss) is provided in the following table.

The table below presents information about the reported segments for the three months ended March 31, 2012 and 2011 (in thousands):


	Three Months Ended March 31,
	2012			2011
Net revenues from external customers:
Churchill Downs	$	2,550		$	2,322
Arlington Park		9,417			9,348
Calder		1,868			2,668
Fair Grounds		16,347			17,290

Total Racing Operations		30,182			31,628
Calder Casino		21,879			20,612
Fair Grounds Slots		12,031			12,171
VSI		9,563			9,427
Harlow's Casino		15,863			16,877

Total Gaming		59,336			59,087
Online Business		44,035			36,803
Other Investments		4,502			3,965
Corporate		141			71

Net revenues from external customers	$	138,196		$	131,554

Intercompany net revenues:
Churchill Downs	$	186		$	148
Arlington Park		556			533
Calder		10			61
Fair Grounds		747			778

Total Racing Operations		1,499			1,520
Online Business		206			196
Other Investments		750			599
Eliminations		(2,455	)		(2,315	)

Net revenues	$	—		$	—

Reconciliation of Segment EBITDA to net earnings (loss):
Racing Operations	$	(11,539	)	$	(12,638	)
Gaming		20,389			17,533
Online Business		10,421			7,545
Other Investments		(330	)		(92	)
Corporate		(1,601	)		(1,174	)

Total EBITDA		17,340			11,174
Depreciation and amortization		(13,807	)		(13,986	)
Interest income (expense), net		(1,205	)		(2,392	)
Income tax (provision) benefit		(974	)		2,018

Earnings (loss) from continuing operations		1,354			(3,186	)
Discontinued operations, net of income taxes		(1	)		1

Net earnings (loss) and comprehensive earnings	$	1,353		$	(3,185	)

The table below presents information about equity in earnings (losses) of unconsolidated investments included in the Company's reported segments for the three months ended March 31, 2012 and 2011 (in thousands):


	Three Months Ended March 31,
	2012			2011
Online Business	$	(38	)	$	(446	)
Other Investments		(182	)		30

	$	(220	)	$	(416	)

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


	March 31,		December 31,
	2012		2011
Total assets:
Racing Operations	$	502,934	$	504,749
Gaming		219,319		242,174
Online Business		183,601		183,397
Other Investments		31,334		17,702

	$	937,188	$	948,022

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


	Three Months Ended March 31,
	2012		2011
Capital expenditures, net:
Racing Operations	$	1,573	$	1,802
Gaming		1,201		2,793
Online Business		1,062		492
Other Investments		5,284		430

	$	9,120	$	5,517

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-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.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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+ Details

Commitments And Contingencies	3 Months Ended
Commitments And Contingencies	Mar. 31, 2012
Commitments And Contingencies [Abstract]
Commitments And Contingencies	NOTE 10 — COMMITMENTS AND CONTINGENCIES The Company records an accrual 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. Except as disclosed below, 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. We do not believe that the final outcome of these matters will have a material adverse impact on our business, financial condition and results of operations. Horse Racing Equity Trust Fund During 2006, the Illinois General Assembly enacted Public Act 94-804, which created the Horse Racing Equity Trust Fund ("HRE Trust Fund"). During November 2008, the Illinois General Assembly passed Public Act 95-1008 to extend Public Act 94-804 for a period of three years beginning December 12, 2008. The HRE Trust Fund was funded by a 3% "surcharge" on revenues of Illinois riverboat casinos that met a certain revenue threshold. The riverboats paid all monies required under Public Acts 94-804 and 95-1008 into a special protest fund account which prevented the monies from being transferred to the HRE Trust Fund. The funds were moved to the HRE Trust Fund and distributed to the racetracks, including Arlington Park, in December 2009. On June 12, 2009, the riverboat casinos filed a lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division, against former Governor Rod Blagojevich, Friends of Blagojevich and others, including Arlington Park (Empress Casino Joliet Corp. v. Blagojevich, 2009 CV 03585). While the riverboat casinos alleged violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO") against certain of the defendants, Arlington Park was not named in the RICO count, but rather was named solely in a count requesting that the monies paid by the riverboat casinos pursuant to Public Acts 94-804 and 95-1008 be held in a constructive trust for the riverboat casinos' benefit and ultimately returned to the casinos. The defendants moved to dismiss the complaint, and the plaintiffs moved for a preliminary injunction seeking to prevent distribution of the disputed funds from the HRE Trust Fund to the racetrack defendants, including Arlington Park. On November 20, 2009, the trial court entered a temporary restraining order ("TRO") requiring that any funds distributed from the HRE Trust Fund to the racetrack defendants be placed in a special interest-bearing escrow account separate and apart from other monies. On December 7, 2009, the trial court dismissed the constructive trust count of the complaint and denied the plaintiffs' motion for a preliminary injunction. The plaintiffs appealed, and the court of appeals stayed dissolution of the TRO pending the appeal. On March 2, 2011, a three member panel of the Seventh Circuit Court of Appeals reversed the trial court's dismissal. We requested the Seventh Circuit Court of Appeals to rehear the matter en banc, which hearing was held on May 10, 2011. On July 8, 2011, the Seventh Circuit Court of Appeals issued a thirty-day stay of dissolution of the TRO to allow the casinos to request a further stay of dissolution of the TRO pending their petition for certiorari to the United States Supreme Court. On August 5, 2011, the United States Supreme Court denied an application by the Casinos to further stay the dissolution of the TRO. On August 9, 2011, the stay of dissolution expired and the TRO dissolved, which terminated the restrictions on the Company's ability to access funds from the HRE Trust Fund held in the escrow account. Public Act 94-804 expired in May 2008 and Public Act 95-1008 expired on July 18, 2011, the date the tenth Illinois riverboat license became operational. Arlington Park filed an administrative appeal in the Circuit Court of Cook County on August 18, 2009 (Arlington Park Racecourse LLC v. Illinois Racing Board ("IRB"), 09 CH 28774) challenging the IRB's allocation of funds out of the HRE Trust Fund based upon handle generated by certain ineligible licensees, as contrary to the language of the statute. The Circuit Court affirmed the IRB's decision on November 10, 2010, and Arlington appealed this ruling to the Illinois First District Court of Appeals. On April 23, 2012 the Court of Appeals ultimately affirmed the IRB's decision and Arlington Park is currently evaluating whether to file petition for rehearing or to seek review by the Illinois Supreme Court. Hawthorne Racecourse filed a separate administrative appeal on June 11, 2010 (Hawthorne Racecourse, Inc. v. Illinois Racing Board et. al., Case No. 10 CH 24439) challenging the IRB's decision not to credit Hawthorne with handle previously generated by an ineligible licensee for the purpose of calculating the allocation of the HRE Trust Fund monies and the IRB's unwillingness to hold another meeting in 2010 to reconstrue the statutory language in Public Act 95-1008 with respect to distributions. On May 25, 2011, the Circuit Court rejected Hawthorne's arguments and affirmed the IRB's decisions, and Hawthorne appealed the Circuit Court's decision. Hawthorne initially asked the court to stay the further distribution of HRE Trust Fund monies pending the outcome of the appeal. The parties are currently briefing Hawthorne's appeal. We have received $45.4 million from the HRE Trust Fund, of which $26.1 million has been designated for Arlington Park purses. We intend to use the remaining $19.3 million of the proceeds to improve, market, and maintain or otherwise operate the Arlington Park racing facility in order to conduct live racing. The trial court had originally ordered the State of Illinois to pay interest on the funds held in the special protest fund. The appellate court overturned this order and the Illinois Supreme Court declined to reconsider the appellate court's decisions. As a result, the State of Illinois is not obligated to pay interest on these funds. The deadline for the casino plaintiffs to file a petition for certiorari has lapsed and, as a result, we believe that this litigation is final with respect to Arlington Park. 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 designed 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. The original hearings on these motions were cancelled and have yet to be rescheduled. Discovery in this case is currently stayed. 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 a 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 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. On March 9, 2012, the parties mediated the case without resolution. The parties remain engaged in the discovery process, which they have until the end of July 2012 to complete. There are no other material pending legal proceedings, other than litigation arising in the ordinary course of our 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)
-Number 5
-Paragraph 9, 10, 11, 12
-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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-Name Accounting Standards Codification
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-Topic 825
-SubTopic 20
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-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Recent Accounting Pronouncements	3 Months Ended
Recent Accounting Pronouncements	Mar. 31, 2012
Recent Accounting Pronouncements [Abstract]
Recent Accounting Pronouncements	NOTE 11 — RECENT ACCOUNTING PRONOUNCEMENTS In May 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in Generally Accepted Accounting Principles ("GAAP") and IFRS which changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements in order to improve consistency in the application and description of fair value between GAAP and International Financial Reporting Standards. ASU 2011-04 clarifies how the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets or liabilities. In addition, the guidance expanded the disclosures for the unobservable inputs for Level 3 fair value measurements, requiring quantitative information to be disclosed related to (1) the valuation processes used, (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, and (3) use of a nonfinancial asset in a way that differs from the asset's highest and best use. The revised guidance became effective for interim and annual fiscal periods beginning after December 15, 2011. The Company adopted the standard for the three months ended March 31, 2012, and there was no impact on the Company's condensed consolidated financial statements. In June 2011, the 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 became effective for interim and annual fiscal periods beginning after December 15, 2011. The Company adopted the standard for the three months ended March 31, 2012. However, since the Company has no other components of comprehensive earnings, comprehensive earnings is the same as net earnings as presented in the accompanying Condensed Consolidated Statements of Net Earnings (Loss) and Comprehensive Earnings. In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other: Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. Under the amended rule, a company will not be required to calculate the fair value of a business that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not that the fair value of that business is less than its book value. If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current GAAP must be completed; otherwise, no further testing is required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business). The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. The new standard became effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted the standard for the three months ended March 31, 2012, and there was no impact on the Company's condensed consolidated financial statements.