0000020212-19-000029 | 10-Q | XBRL Viewer

Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment

The tables below present net revenue from external customers and intercompany revenue from each of our segments, net revenue from external customers for each group of similar services, Adjusted EBITDA by segment, and a reconciliation of comprehensive income to Adjusted EBITDA:



	Three Months Ended March 31,
(in millions)	2019		2018
Net revenue from external customers:
Churchill Downs:
Churchill Downs Racetrack	$	2.3	$	2.0
Derby City Gaming	18.7		—
Total Churchill Downs	21.0		2.0
Online Wagering:
TwinSpires	63.0		63.2
Online Sports Betting and iGaming	0.1		—
Total Online Wagering	63.1		63.2
Gaming:
Oxford	23.9		24.2
Calder	25.4		24.9
Riverwalk	16.3		14.4
Harlow’s	15.3		13.3
Fair Grounds and VSI	37.5		34.4
Ocean Downs	18.4		—
Presque Isle	29.7		—
Lady Luck Nemacolin	2.3		—
Saratoga	—		0.3
Total Gaming	168.8		111.5
All Other	12.5		12.6
Net revenue from external customers	$	265.4	$	189.3



	Three Months Ended March 31,
(in millions)	2019			2018
Intercompany net revenue:
Churchill Downs	$	0.4		$	0.3
Online Wagering	0.3			0.4
Gaming	1.3			1.0
All Other	2.2			2.4
Eliminations	(4.2		)	(4.1		)
Intercompany net revenue	$	—		$	—



	Three Months Ended March 31, 2019
(in millions)	Churchill Downs		Online Wagering		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1.4	$	60.5	$	12.2	$	74.1	$	7.5	$	81.6
Historical racing	17.7		—		—		17.7		—		17.7
Racing event-related services	—		—		1.5		1.5		—		1.5
Gaming	—		0.1		146.6		146.7		—		146.7
Other	1.9		2.5		8.5		12.9		5.0		17.9
Total	$	21.0	$	63.1	$	168.8	$	252.9	$	12.5	$	265.4



	Three Months Ended March 31, 2018
(in millions)	Churchill Downs		Online Wagering		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1.3	$	61.0	$	10.6	$	72.9	$	7.9	$	80.8
Historical racing	—		—		—		—		—		—
Racing event-related services	—		—		1.4		1.4		—		1.4
Gaming	—		—		93.9		93.9		—		93.9
Other	0.7		2.2		5.6		8.5		4.7		13.2
Total	$	2.0	$	63.2	$	111.5	$	176.7	$	12.6	$	189.3

Schedule of Segment Reporting Information

Adjusted EBITDA by segment is comprised of the following:



	Three Months Ended March 31, 2019
(in millions)	Churchill Downs			Online Wagering			Gaming
Net revenue	$	21.4		$	63.4		$	170.1

Taxes & purses	(6.2		)	(3.3		)	(65.0		)
Marketing & advertising	(1.1		)	(1.0		)	(5.1		)
Salaries & benefits	(5.2		)	(2.5		)	(24.5		)
Content expense	(0.5		)	(32.1		)	(1.2		)
SG&A expense	(1.7		)	(1.8		)	(6.4		)
Other operating expense	(5.3		)	(5.8		)	(19.0		)
Other income	—			—			15.9
Adjusted EBITDA by segment	$	1.4		$	16.9		$	64.8



	Three Months Ended March 31, 2018
(in millions)	Churchill Downs			Online Wagering			Gaming
Net revenue	$	2.3		$	63.6		$	112.5

Taxes & purses	(0.7		)	(3.4		)	(38.0		)
Marketing & advertising	(0.3		)	(0.8		)	(3.6		)
Salaries & benefits	(3.1		)	(2.1		)	(16.9		)
Content expense	(0.4		)	(32.2		)	(0.9		)
SG&A expense	(1.0		)	(1.4		)	(3.8		)
Other operating expense	(2.8		)	(5.8		)	(13.7		)
Other income	—			—			10.8
Adjusted EBITDA by segment	$	(6.0	)	$	17.9		$	46.4



	Three Months Ended March 31,
(in millions)	2019			2018
Reconciliation of Comprehensive Income to Adjusted EBITDA:

Comprehensive income	$	11.6		$	182.4
Foreign currency translation, net of tax	—			(0.6		)
Change in pension benefits, net of tax	—			0.2
Net income	11.6			182.0
Loss (income) from discontinued operations, net of tax	0.3			(167.9		)
Income from continuing operations, net of tax	11.9			14.1

Additions:
Depreciation and amortization	20.8			13.8
Interest expense	13.7			9.6
Income tax provision	6.5			2.6
EBITDA	$	52.9		$	40.1

Adjustments to EBITDA:
Selling, general and administrative:
Stock-based compensation expense	$	4.7		$	2.8
Other charges	0.5			—
Pre-opening expense	1.3			0.6
Other income, expense:
Interest, depreciation and amortization expense related to equity investments	3.5			4.3
Recapitalization costs related to Midwest Gaming	8.2			—
Transaction expense, net	3.5			1.4
Total adjustments to EBITDA	21.7			9.1
Adjusted EBITDA	$	74.6		$	49.2

Adjusted EBITDA by segment:
Churchill Downs	$	1.4		$	(6.0	)
Online Wagering	16.9			17.9
Gaming	64.8			46.4
Total segment Adjusted EBITDA	83.1			58.3
All Other	(8.5		)	(9.1		)
Total Adjusted EBITDA	$	74.6		$	49.2

Schedule of Equity in Income of Unconsolidated Investments

The table below presents information about equity in income of unconsolidated investments included in our reported segments:



	Three Months Ended March 31,
(in millions)	2019		2018
Gaming	$	4.1	$	6.5

Schedule of Total Assets and Capital Expenditures by Operating Segment

The table below presents total asset information for each of our segments:



(in millions)	March 31, 2019		December 31, 2018
Total assets:
Churchill Downs	$	367.7	$	359.6
Online Wagering	237.4		222.8
Gaming	1,603.8		877.1
Total segment assets	2,208.9		1,459.5
All Other	269.6		265.7
Total assets	$	2,478.5	$	1,725.2

The table below presents total capital expenditures for each of our segments:



	Three Months Ended March 31,
(in millions)	2019		2018
Capital expenditures:
Churchill Downs	$	9.6	$	26.2
Online Wagering	11.5		2.3
Gaming	2.5		4.0
Total segment capital expenditures	23.6		32.5
All Other	4.5		1.5
Total capital expenditures	$	28.1	$	34.0

Condensed Consolidated Statements Of Comprehensive Income - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net revenue:
Net revenue	$ 265.4	$ 189.3
Operating expense:
Selling, general and administrative expense	24.9	18.4
Transaction expense, net	3.5	1.4
Total operating expense	237.4	169.6
Operating income	28.0	19.7
Other income (expense):
Interest expense, net	(13.7)	(9.6)
Equity in income of unconsolidated investments	4.1	6.5
Miscellaneous, net	0.0	0.1
Total other income (expense)	(9.6)	(3.0)
Income from continuing operations before provision for income taxes	18.4	16.7
Income tax provision	(6.5)	(2.6)
Income from continuing operations, net of tax	11.9	14.1
(Loss) income from discontinued operations, net of tax	(0.3)	167.9
Net income	$ 11.6	$ 182.0
Net income (loss) per common share data - basic:
Continuing operations (in dollars per share)	$ 0.30	$ 0.33
Discontinued operations (in dollars per share)	(0.01)	3.87
Net income per common share data - basic (in dollars per share)	0.29	4.20
Net income (loss) per common share data - diluted:
Continuing operations (in dollars per share)	0.30	0.32
Discontinued operations (in dollars per share)	(0.01)	3.86
Net income per common share data - diluted (in dollars per share)	$ 0.29	$ 4.18
Weighted average shares outstanding:
Basic (in shares)	40.4	43.3
Diluted (in shares)	40.6	43.5
Other comprehensive income (loss):
Foreign currency translation, net of tax	$ 0.0	$ 0.6
Change in pension benefits, net of tax	0.0	(0.2)
Other comprehensive income (loss)	0.0	0.4
Comprehensive income	11.6	182.4
Churchill Downs
Net revenue:
Net revenue	21.0	2.0
Operating expense:
Operating expense	23.4	9.9
Online Wagering
Net revenue:
Net revenue	63.1	63.2
Operating expense:
Operating expense	45.1	44.0
Gaming
Net revenue:
Net revenue	168.8	111.5
Operating expense:
Operating expense	125.0	79.6
All Other
Net revenue:
Net revenue	12.5	12.6
Operating expense:
Operating expense	$ 15.5	$ 16.3

Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of new ASC \| Accounting Standards Update 2014-09	$ 29.7		$ 29.7
Shares outstanding, beginning (in shares) at Dec. 31, 2017		46.2
Shareholders' equity, beginning at Dec. 31, 2017	640.3	$ 7.3	634.3	$ (1.3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	182.0		182.0
Issuance of common stock (in shares)		0.1
Issuance of common stock	0.0
Repurchase of common stock (in shares)		(5.8)
Repurchase of common stock	(514.4)	$ (13.5)	(500.9)
Issuance of restricted stock awards, net of forfeitures (in shares)		0.1
Issuance of restricted stock awards, net of forfeitures	0.0
Stock-based compensation	6.2	$ 6.2
Other	0.4			0.4
Shares outstanding, ending (in shares) at Mar. 31, 2018		40.6
Shareholders' equity, ending at Mar. 31, 2018	344.2	$ 0.0	345.1	(0.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of new ASC \| Accounting Standards Update 2016-02	(0.3)		(0.3)
Shares outstanding, beginning (in shares) at Dec. 31, 2018		40.4
Shareholders' equity, beginning at Dec. 31, 2018	473.3	$ 0.0	474.2	(0.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	11.6		11.6
Repurchase of common stock (in shares)		(0.3)
Repurchase of common stock	(32.6)	$ (4.7)	(27.9)
Issuance of restricted stock awards, net of forfeitures (in shares)		0.1
Issuance of restricted stock awards, net of forfeitures	0.0
Stock-based compensation	4.7	$ 4.7
Other	0.2		0.2
Shares outstanding, ending (in shares) at Mar. 31, 2019		40.2
Shareholders' equity, ending at Mar. 31, 2019	$ 456.9	$ 0.0	$ 457.8	$ (0.9)

Shareholders' Equity (Details) - USD ($)	3 Months Ended
Shareholders' Equity (Details) - USD ($)	Mar. 31, 2019	Mar. 31, 2018	Feb. 12, 2018	Dec. 31, 2018	Oct. 30, 2018	Oct. 29, 2018	Nov. 29, 2017	Apr. 25, 2017
Distribution Made to Limited Partner [Line Items]
Authorized stock repurchase amount								$ 250,000,000.0
Remaining unused authorization for stock repurchase program						$ 78,300,000
Repurchase aggregate cost	$ 32,600,000	$ 514,400,000
Repurchase of common stock included in accrued expenses	1,000,000.0	$ 0
October 2018 Stock Repurchase Program
Distribution Made to Limited Partner [Line Items]
Authorized stock repurchase amount					$ 300,000,000.0
Remaining unused authorization for stock repurchase program	$ 243,000,000.0
Repurchase of common stock (in shares)	282,416
Repurchase aggregate cost	$ 25,000,000.0
Repurchase of common stock included in accrued expenses	$ 1,000,000.0			$ 2,500,000
Shares of common stock repurchase	79,233
Shares of common stock repurchased	$ 7,600,000
Tender Offer
Distribution Made to Limited Partner [Line Items]
Authorized stock repurchase amount							$ 500,000,000.0
Repurchase of common stock (in shares)			5,660,376
Repurchase aggregate cost			$ 500,000,000.0
Repurchase price (in dollars per share)			$ 88.33

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2019

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncement - Adopted on January 1, 2019

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases, and subsequently has issued additional guidance (collectively, "ASC 842"), which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets ("ROUAs") on the balance sheet. We adopted ASC 842 on January 1, 2019 using the modified transition method. As part of the transition to ASC 842, we elected the package of practical expedients that allowed us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We recognized the cumulative effect of applying ASC 842 as an opening balance sheet adjustment at January 1, 2019. The comparative information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods.

The adoption of ASC 842 had no impact on our accompanying condensed consolidated statements of comprehensive income or statements of cash flows. Due to the adoption of ASC 842, we recognized operating lease ROUAs and lease liabilities for our operating leases with lease terms greater than one year. We do not have any material finance leases or any material operating leases where we are the lessor. We expect the adoption of ASC 842 will not materially impact our results of operations, financial condition, or cash flows on an ongoing basis.

The cumulative effects of the changes made to our accompanying condensed consolidated balance sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:



(in millions)	As Reported at December 31, 2018		Adoption of ASC 842			Balance at January 1, 2019
ASSETS
Other current assets	$	22.4	$	(0.3	)	$	22.1
Property and equipment, net	757.5		25.3			782.8

LIABILITIES
Accrued expense	89.8		3.8			93.6
Other liabilities	15.7		21.5			37.2

SHAREHOLDERS' EQUITY
Retained earnings	474.2		(0.3		)	473.9

Recent Accounting Pronouncements - effective in 2020 or thereafter

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other: Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance also requires an entity to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. The guidance is effective in 2020 with early adoption permitted and may be applied prospectively or retrospectively. We are assessing the impact of the new accounting guidance and currently cannot estimate the financial statement impact of adoption.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The guidance will become effective in 2020, and is to be applied through a modified retrospective approach during the year of adoption. We are assessing the impact of the new accounting guidance and currently cannot estimate the financial statement impact of adoption.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This new guidance simplifies the accounting for goodwill impairments by removing step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. The new guidance is effective in 2020 with early adoption permitted for any goodwill impairment test performed between January 1, 2017 and January 1, 2020, and is to be applied prospectively. We are assessing the impact of the new accounting guidance and currently cannot estimate the financial statement impact of adoption.SIGNIFICANT ACCOUNTING POLICIES

Except for the accounting policy for leases, which was updated as a result of our adoption of ASC 842 on January 1, 2019, as described in Note 2, Recent Accounting Pronouncements, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2018, that have had a material impact on our condensed consolidated financial statements and related notes.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in property and equipment, net; accrued expense; and other liabilities on our condensed consolidated balance sheets.

Operating lease ROUAs and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future lease payments. The operating lease ROUAs also include any lease payments made prior to commencement and exclude lease incentives and initial direct costs incurred. Our lease terms include all non-cancelable periods and may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

As an accounting policy, we generally do not separate lease and non-lease components for our lease contracts. We do not apply the ROUA and leases liability recognition requirements to short-term leases.

Segment Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Net revenue	$ 265.4	$ 189.3
Churchill Downs
Segment Reporting Information [Line Items]
Net revenue	21.4	2.3
Taxes & purses	6.2	0.7
Marketing & advertising	1.1	0.3
Salaries & benefits	5.2	3.1
Content expense	0.5	0.4
SG&A expense	1.7	1.0
Other operating expense	5.3	2.8
Other income	0.0	0.0
Adjusted EBITDA by segment	1.4	(6.0)
Online Wagering
Segment Reporting Information [Line Items]
Net revenue	63.4	63.6
Taxes & purses	3.3	3.4
Marketing & advertising	1.0	0.8
Salaries & benefits	2.5	2.1
Content expense	32.1	32.2
SG&A expense	1.8	1.4
Other operating expense	5.8	5.8
Other income	0.0	0.0
Adjusted EBITDA by segment	16.9	17.9
Gaming
Segment Reporting Information [Line Items]
Net revenue	170.1	112.5
Taxes & purses	65.0	38.0
Marketing & advertising	5.1	3.6
Salaries & benefits	24.5	16.9
Content expense	1.2	0.9
SG&A expense	6.4	3.8
Other operating expense	19.0	13.7
Other income	15.9	10.8
Adjusted EBITDA by segment	$ 64.8	$ 46.4

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Goodwill [Roll Forward]
Balances as of December 31, 2018	$ 338.0
Additions	25.8
Balances as of March 31, 2019	363.8
Churchill Downs
Goodwill [Roll Forward]
Balances as of December 31, 2018	49.7
Additions	0.0
Balances as of March 31, 2019	49.7
Online Wagering
Goodwill [Roll Forward]
Balances as of December 31, 2018	148.2
Additions	0.0
Balances as of March 31, 2019	148.2
Gaming
Goodwill [Roll Forward]
Balances as of December 31, 2018	139.1
Additions	25.8
Balances as of March 31, 2019	164.9
All Other
Goodwill [Roll Forward]
Balances as of December 31, 2018	1.0
Additions	0.0
Balances as of March 31, 2019	$ 1.0

Stock-based Compensation Plans

3 Months Ended

Mar. 31, 2019

Share-based Compensation [Abstract]

Stock-Based Compensation Plans

STOCK-BASED COMPENSATION PLANS

We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan, the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan"), and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $4.7 million for the three months ended March 31, 2019 and $2.8 million for the three months ended March 31, 2018. Stock-based compensation expense for Big Fish Games included as a discontinued operation in the accompanying condensed consolidated statements of comprehensive income was $3.4 million for the three months ended March 31, 2018.

During the three months ended March 31, 2019, the Company awarded RSAs to employees and RSUs and PSUs to certain named executive officers. The vesting criteria for the PSU awards granted in 2019 were based on a three year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs will be determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized.

A summary of the RSAs, RSUs, and PSUs granted during 2019 is presented below (shares/units in thousands):



Grant Year	Award Type	Number of Shares/Units Awarded	Vesting Terms

2019	RSA	64	Vest equally over three service periods ending in 2020, 2021, and 2022
2019	RSU	55	Vest equally over three service periods ending in 2019, 2020, and 2021
2019	PSU	53	Three year performance and service period ending in 2021

Segment Information - Information About Reported Segments (Details)	3 Months Ended
	Mar. 31, 2019 USD ($) Segments	Mar. 31, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| Segments	3
Net revenue	$ 265,400,000	$ 189,300,000
Intercompany net revenues	0	0
Comprehensive income	11,600,000	182,400,000
Foreign currency translation, net of tax	0	(600,000)
Change in pension benefits, net of tax	0	(200,000)
Net income	11,600,000	182,000,000.0
Loss (income) from discontinued operations, net of tax	300,000	(167,900,000)
Income from continuing operations, net of tax	11,900,000	14,100,000
Depreciation and amortization	20,800,000	13,800,000
Interest expense	13,700,000	9,600,000
Income tax provision	6,500,000	2,600,000
EBITDA	52,900,000	40,100,000
Stock-based compensation expense	4,700,000	2,800,000
Other charges	(500,000)	0
Pre-opening expense	1,300,000	600,000
Interest, depreciation and amortization expense related to equity investments	3,500,000	4,300,000
Recapitalization costs related to Midwest Gaming	8,200,000	0
Transaction expense, net	3,500,000	1,400,000
Total adjustments to EBITDA	21,700,000	9,100,000
Adjusted EBITDA	74,600,000	49,200,000
Churchill Downs
Segment Reporting Information [Line Items]
Net revenue	21,400,000	2,300,000
Adjusted Segment EBITDA	1,400,000	(6,000,000.0)
Online Wagering
Segment Reporting Information [Line Items]
Net revenue	63,400,000	63,600,000
Adjusted Segment EBITDA	16,900,000	17,900,000
Gaming
Segment Reporting Information [Line Items]
Net revenue	170,100,000	112,500,000
Adjusted Segment EBITDA	64,800,000	46,400,000
Operating Segments
Segment Reporting Information [Line Items]
Net revenue	265,400,000	189,300,000
Adjusted Segment EBITDA	83,100,000	58,300,000
Operating Segments \| Churchill Downs
Segment Reporting Information [Line Items]
Net revenue	21,000,000.0	2,000,000.0
Intercompany net revenues	400,000	300,000
Adjusted Segment EBITDA	1,400,000	(6,000,000.0)
Operating Segments \| Churchill Downs \| Churchill Downs Racetrack
Segment Reporting Information [Line Items]
Net revenue	2,300,000	2,000,000.0
Operating Segments \| Churchill Downs \| Derby City Gaming
Segment Reporting Information [Line Items]
Net revenue	18,700,000	0
Operating Segments \| Online Wagering
Segment Reporting Information [Line Items]
Net revenue	63,100,000	63,200,000
Intercompany net revenues	300,000	400,000
Adjusted Segment EBITDA	16,900,000	17,900,000
Operating Segments \| Online Wagering \| TwinSpires
Segment Reporting Information [Line Items]
Net revenue	63,000,000.0	63,200,000
Operating Segments \| Online Wagering \| Online Sports Betting and iGaming
Segment Reporting Information [Line Items]
Net revenue	100,000	0
Operating Segments \| Gaming
Segment Reporting Information [Line Items]
Net revenue	168,800,000	111,500,000
Intercompany net revenues	1,300,000	1,000,000.0
Adjusted Segment EBITDA	64,800,000	46,400,000
Operating Segments \| Gaming \| Oxford
Segment Reporting Information [Line Items]
Net revenue	23,900,000	24,200,000
Operating Segments \| Gaming \| Calder
Segment Reporting Information [Line Items]
Net revenue	25,400,000	24,900,000
Operating Segments \| Gaming \| Riverwalk
Segment Reporting Information [Line Items]
Net revenue	16,300,000	14,400,000
Operating Segments \| Gaming \| Harlow’s
Segment Reporting Information [Line Items]
Net revenue	15,300,000	13,300,000
Operating Segments \| Gaming \| Fair Grounds and VSI
Segment Reporting Information [Line Items]
Net revenue	37,500,000	34,400,000
Operating Segments \| Gaming \| Ocean Downs
Segment Reporting Information [Line Items]
Net revenue	18,400,000	0
Operating Segments \| Gaming \| Presque Isle
Segment Reporting Information [Line Items]
Net revenue	29,700,000	0
Operating Segments \| Gaming \| Lady Luck Nemacolin
Segment Reporting Information [Line Items]
Net revenue	2,300,000	0
Operating Segments \| Gaming \| Saratoga
Segment Reporting Information [Line Items]
Net revenue	0	300,000
Segment Reconciling Items \| All Other
Segment Reporting Information [Line Items]
Net revenue	12,500,000	12,600,000
Intercompany net revenues	2,200,000	2,400,000
Adjusted Segment EBITDA	(8,500,000)	(9,100,000)
Eliminations
Segment Reporting Information [Line Items]
Intercompany net revenues	$ (4,200,000)	$ (4,100,000)

Stock-based Compensation Plans (Details) - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 4.7	$ 6.2
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares/Units Awarded (in shares)	64
Restricted Stock Units (RSUs) \| Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares/Units Awarded (in shares)	55
Performance Shares \| Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares/Units Awarded (in shares)	53
Continuing Operations
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 4.7	2.8
Discontinued Operations
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 3.4

Segment Information - Total Asset Information For Segments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 2,478.5		$ 1,725.2
Capital expenditures	28.1	$ 34.0
Operating Segments \| Total Segments
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	2,208.9		1,459.5
Capital expenditures	23.6	32.5
Operating Segments \| Churchill Downs
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	367.7		359.6
Capital expenditures	9.6	26.2
Operating Segments \| Online Wagering
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	237.4		222.8
Capital expenditures	11.5	2.3
Operating Segments \| Gaming
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,603.8		877.1
Capital expenditures	2.5	4.0
Segment Reconciling Items \| All Other
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	269.6		$ 265.7
Capital expenditures	$ 4.5	$ 1.5

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Event	SUBSEQUENT EVENTAs of the date of this filing, there were no subsequent events.

Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended
	Jan. 09, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of Big Fish Games		$ 0.0	$ 970.7
Stock-based compensation		4.7	6.2
Big Fish Games
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation			3.4
Big Fish Games \| Earnout Liability
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Earnout liability				$ 34.2
Big Fish Games \| Deferred Payments
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Earnout liability				$ 28.4
Big Fish Games \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price	$ 990.0
Proceeds from sale of Big Fish Games	970.7
Working capital adjustments	5.2
Transaction expense, net	14.1
Gain on sale of Big Fish Games		$ 0.0	$ 219.5
Carrying value of Big Fish Games	751.2
Income tax provision on gain from sale of business	51.2
After tax gain	$ 168.3

Segment Information

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We manage our operations through three reportable segments: Churchill Downs, Online Wagering and Gaming. Refer to Note 1, Description of Business, for further information on the changes we made to our segments during the first quarter of 2019. Accordingly, prior year amounts in this Form 10-Q have been reclassified to conform to this presentation.

Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy and allocate resources. Adjusted EBITDA includes the following adjustments:

Adjusted EBITDA includes our portion of the EBITDA from our equity investments.

Adjusted EBITDA excludes:


•	Transaction expense, net which includes:


•	Acquisition and disposition related charges, including fair value adjustments related to earnouts and deferred payments;


•	Calder Racing exit costs; and


•	Other transaction expense, including legal, accounting, and other deal-related expense;


•	Stock-based compensation expense;


•	Recapitalization costs related to the Midwest Gaming transaction;


•	Asset impairments;


•	Gain on Ocean Downs/Saratoga Transaction;


•	Loss on extinguishment of debt;


•	Pre-opening expense; and


•	Other charges, recoveries and expenses

We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying condensed consolidated statements of comprehensive income.

Effective January 1, 2019, the Company does not allocate corporate and other related expenses to the operating segments in the accompanying condensed consolidated statements of comprehensive income. Accordingly, the prior year amounts in the accompanying consolidated statements of comprehensive income were reclassified to conform to this presentation.



	Three Months Ended March 31,
(in millions)	2019		2018
Net revenue from external customers:
Churchill Downs:
Churchill Downs Racetrack	$	2.3	$	2.0
Derby City Gaming	18.7		—
Total Churchill Downs	21.0		2.0
Online Wagering:
TwinSpires	63.0		63.2
Online Sports Betting and iGaming	0.1		—
Total Online Wagering	63.1		63.2
Gaming:
Oxford	23.9		24.2
Calder	25.4		24.9
Riverwalk	16.3		14.4
Harlow’s	15.3		13.3
Fair Grounds and VSI	37.5		34.4
Ocean Downs	18.4		—
Presque Isle	29.7		—
Lady Luck Nemacolin	2.3		—
Saratoga	—		0.3
Total Gaming	168.8		111.5
All Other	12.5		12.6
Net revenue from external customers	$	265.4	$	189.3



	Three Months Ended March 31,
(in millions)	2019			2018
Intercompany net revenue:
Churchill Downs	$	0.4		$	0.3
Online Wagering	0.3			0.4
Gaming	1.3			1.0
All Other	2.2			2.4
Eliminations	(4.2		)	(4.1		)
Intercompany net revenue	$	—		$	—



	Three Months Ended March 31, 2019
(in millions)	Churchill Downs		Online Wagering		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1.4	$	60.5	$	12.2	$	74.1	$	7.5	$	81.6
Historical racing	17.7		—		—		17.7		—		17.7
Racing event-related services	—		—		1.5		1.5		—		1.5
Gaming	—		0.1		146.6		146.7		—		146.7
Other	1.9		2.5		8.5		12.9		5.0		17.9
Total	$	21.0	$	63.1	$	168.8	$	252.9	$	12.5	$	265.4



	Three Months Ended March 31, 2018
(in millions)	Churchill Downs		Online Wagering		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1.3	$	61.0	$	10.6	$	72.9	$	7.9	$	80.8
Historical racing	—		—		—		—		—		—
Racing event-related services	—		—		1.4		1.4		—		1.4
Gaming	—		—		93.9		93.9		—		93.9
Other	0.7		2.2		5.6		8.5		4.7		13.2
Total	$	2.0	$	63.2	$	111.5	$	176.7	$	12.6	$	189.3

Adjusted EBITDA by segment is comprised of the following:



	Three Months Ended March 31, 2019
(in millions)	Churchill Downs			Online Wagering			Gaming
Net revenue	$	21.4		$	63.4		$	170.1

Taxes & purses	(6.2		)	(3.3		)	(65.0		)
Marketing & advertising	(1.1		)	(1.0		)	(5.1		)
Salaries & benefits	(5.2		)	(2.5		)	(24.5		)
Content expense	(0.5		)	(32.1		)	(1.2		)
SG&A expense	(1.7		)	(1.8		)	(6.4		)
Other operating expense	(5.3		)	(5.8		)	(19.0		)
Other income	—			—			15.9
Adjusted EBITDA by segment	$	1.4		$	16.9		$	64.8



	Three Months Ended March 31, 2018
(in millions)	Churchill Downs			Online Wagering			Gaming
Net revenue	$	2.3		$	63.6		$	112.5

Taxes & purses	(0.7		)	(3.4		)	(38.0		)
Marketing & advertising	(0.3		)	(0.8		)	(3.6		)
Salaries & benefits	(3.1		)	(2.1		)	(16.9		)
Content expense	(0.4		)	(32.2		)	(0.9		)
SG&A expense	(1.0		)	(1.4		)	(3.8		)
Other operating expense	(2.8		)	(5.8		)	(13.7		)
Other income	—			—			10.8
Adjusted EBITDA by segment	$	(6.0	)	$	17.9		$	46.4



	Three Months Ended March 31,
(in millions)	2019			2018
Reconciliation of Comprehensive Income to Adjusted EBITDA:

Comprehensive income	$	11.6		$	182.4
Foreign currency translation, net of tax	—			(0.6		)
Change in pension benefits, net of tax	—			0.2
Net income	11.6			182.0
Loss (income) from discontinued operations, net of tax	0.3			(167.9		)
Income from continuing operations, net of tax	11.9			14.1

Additions:
Depreciation and amortization	20.8			13.8
Interest expense	13.7			9.6
Income tax provision	6.5			2.6
EBITDA	$	52.9		$	40.1

Adjustments to EBITDA:
Selling, general and administrative:
Stock-based compensation expense	$	4.7		$	2.8
Other charges	0.5			—
Pre-opening expense	1.3			0.6
Other income, expense:
Interest, depreciation and amortization expense related to equity investments	3.5			4.3
Recapitalization costs related to Midwest Gaming	8.2			—
Transaction expense, net	3.5			1.4
Total adjustments to EBITDA	21.7			9.1
Adjusted EBITDA	$	74.6		$	49.2

Adjusted EBITDA by segment:
Churchill Downs	$	1.4		$	(6.0	)
Online Wagering	16.9			17.9
Gaming	64.8			46.4
Total segment Adjusted EBITDA	83.1			58.3
All Other	(8.5		)	(9.1		)
Total Adjusted EBITDA	$	74.6		$	49.2

The table below presents information about equity in income of unconsolidated investments included in our reported segments:



	Three Months Ended March 31,
(in millions)	2019		2018
Gaming	$	4.1	$	6.5

The table below presents total asset information for each of our segments:



(in millions)	March 31, 2019		December 31, 2018
Total assets:
Churchill Downs	$	367.7	$	359.6
Online Wagering	237.4		222.8
Gaming	1,603.8		877.1
Total segment assets	2,208.9		1,459.5
All Other	269.6		265.7
Total assets	$	2,478.5	$	1,725.2

The table below presents total capital expenditures for each of our segments:



	Three Months Ended March 31,
(in millions)	2019		2018
Capital expenditures:
Churchill Downs	$	9.6	$	26.2
Online Wagering	11.5		2.3
Gaming	2.5		4.0
Total segment capital expenditures	23.6		32.5
All Other	4.5		1.5
Total capital expenditures	$	28.1	$	34.0

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Definite-Lived Intangible Assets, Gross Carrying Amount	$ 32.1	$ 32.1
Definite-Lived Intangible Assets, Accumulated Amortization	(15.3)	(14.1)
Definite-Lived Intangible Assets, Net Carrying Amount	16.8	18.0
Indefinite-lived Intangible Assets, Net Carrying Amount	328.2	246.0
Total intangible assets	$ 345.0	$ 264.0

Revenue from Contracts with Customers - Performance Obiligations (Details) $ in Millions	Mar. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, amount	$ 193.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, amount	$ 54.4
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, amount	$ 38.0
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, amount	$ 29.0
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Contract with customer, liability	$ 121.9	$ 69.9
Contract with customer, revenue recognized	$ 2.7

Discontinued Operations - Income (Loss) From Discontinued Operations (Details) - Big Fish Games - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenue	$ 0.0	$ 13.2
Operating expenses	0.0	8.4
Selling, general and administrative expense	0.4	4.3
Research and development	0.0	0.9
Total operating expense	0.4	13.6
Operating loss	(0.4)	(0.4)
Gain on sale of Big Fish Games	0.0	219.5
Other expense	0.0	(0.1)
Total other income (expense)	0.0	219.4
(Loss) income from discontinued operations before provision for income taxes	(0.4)	219.0
Income tax benefit (provision)	0.1	(51.1)
(Loss) income from discontinued operations, net of tax	$ (0.3)	$ 167.9

Leases - Schedule of Future Minimum Operating Lease Payments (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Leases [Abstract]
2019	$ 4.1
2020	4.9
2021	4.3
2022	3.3
2023	3.0
Thereafter	11.2
Total future minimum lease payments	30.8
Less: Imputed interest	4.0
Present value of lease liabilities	26.8
Accrued expense (current maturities of leases)	4.3
Other liabilities (non-current maturities of leases)	$ 22.5
2019		$ 5.0
2020		4.5
2021		3.8
2022		3.1
2023		3.0
Thereafter		11.2
Total future minimum lease payments		$ 30.6

Investment in and Advances to Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2019

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Investments in and Advances to Unconsolidated Affiliates

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Midwest Gaming

On March 5, 2019, the Company completed the Sale Transaction to acquire approximately 42% of Midwest Gaming for aggregate cash consideration of approximately $406.6 million. Following the closing of the Sale Transaction, the parties entered into a

Recapitalization pursuant to which Midwest Gaming used approximately $300.0 million in proceeds from new credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors. As a result of the Recapitalization, the Company's ownership of Midwest Gaming increased to 61.3%.

The total aggregate cash consideration paid at closing of the Sale Transaction was $409.8 million, which included $3.2 million for certain transaction costs of the Sellers. We recognized a $109.6 million deferred tax liability and a corresponding increase in our investment in unconsolidated affiliates related to an entity we acquired in conjunction with our acquisition of the Clairvest ownership.

High Plaines retained ownership of 36% and Casino Investors retained ownership of 2.7%. A new LLC agreement was entered into by all members as a result of the change in ownership structure. Under the new LLC agreement, both the Company and High Plaines have participating rights over Midwest Gaming, and both must consent to Midwest Gaming's operating, investing and financing decisions. As a result, we account for Midwest Gaming using the equity method.

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates. The three months ended March 31, 2019 summarized income statement information and March 31, 2019 summarized balance sheet information includes the following equity investments: MVG, Midwest Gaming from the transaction date of March 5, 2019, and two other immaterial joint ventures. The three months ended March 31, 2018 summarized income statement information includes the following equity investments: MVG, Saratoga New York, Saratoga Colorado, Ocean Downs, and two other immaterial joint ventures. December 31, 2018 summarized balance sheet information included MVG and two other immaterial joint ventures.



	Three Months Ended March 31,
(in millions)	2019			2018
Net revenue	$	89.5		$	107.4

Operating and SG&A expense	61.0			84.1
Depreciation and amortization	2.2			6.6
Total operating expense	63.2			90.7
Operating income	26.3			16.7
Interest and other, net	(17.0		)	(2.9		)
Net income	$	9.3		$	13.8



(in millions)	March 31, 2019			December 31, 2018
Assets
Current assets	$	67.1		$	24.0
Property and equipment, net	243.6			95.7
Other assets, net	235.4			106.7
Total assets	$	546.1		$	226.4

Liabilities and Members' Equity
Current liabilities	$	87.2		$	21.2
Long-term debt	752.3			—
Other liabilities	7.5			—
Members' equity	(300.9		)	205.2
Total liabilities and members' equity	$	546.1		$	226.4

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Jan. 11, 2019	Dec. 31, 2018
Indefinite-lived Intangible Assets [Line Items]
Goodwill	$ 363.8		$ 338.0
Goodwill additions	25.8
Indefinite-lived intangible assets	328.2		$ 246.0
Racing Segment
Indefinite-lived Intangible Assets [Line Items]
Goodwill	51.7
Churchill Downs
Indefinite-lived Intangible Assets [Line Items]
Goodwill	49.7
Gaming
Indefinite-lived Intangible Assets [Line Items]
Goodwill	1.0
Arlington Reporting Unit
Indefinite-lived Intangible Assets [Line Items]
Goodwill	1.0
Presque Isle
Indefinite-lived Intangible Assets [Line Items]
Goodwill		$ 25.8
Goodwill additions	25.8
Gaming Rights \| Presque Isle
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	56.0
Trademarks \| Presque Isle
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	15.2
Gaming \| Gaming Rights
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	3.0
Online Wagering \| Gaming Rights
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 8.0

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES The Company’s effective income tax rate for the three months ended March 31, 2019 was higher than the U.S. federal statutory rate of 21.0% primarily due to a $2.8 million non-cash tax impact from the re-measurement of our net deferred tax liabilities based on an increase in income attributable to states with higher tax rates compared to the prior year quarter, as well as state income taxes and certain expenses that are not deductible for income tax purposes. These increases were partially offset by tax benefits resulting from tax deductions from vesting of restricted stock units in excess of book deductions. The Company's effective income tax rate for the three months ended March 31, 2018 was lower than the U.S. federal statutory rate of 21.0% due a tax benefit resulting from tax deductions from vesting restricted stock units in excess of book deductions that were recognized. This benefit was partially offset by state income taxes and certain expenses that are not deductible for the purposes of income taxes. We also recognized a $109.6 million deferred tax liability and a corresponding increase in our investment in unconsolidated affiliates related to an entity we acquired in conjunction with our acquisition of the Clairvest ownership. Refer to Note 12, Investments in and Advances to Unconsolidated Affiliates, for further information.

Contingencies	3 Months Ended
Contingencies	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Contingencies	CONTINGENCIES We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of the amount we have accrued, we believe that such excess would not be material to our consolidated financial condition, results of operations, or cash flows. Legal fees are expensed as incurred. We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including, but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. In the event that a legal proceeding results in a substantial judgment against, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business.

Shareholders' Equity	3 Months Ended
Shareholders' Equity	Mar. 31, 2019
Shareholders' Equity [Abstract]
Shareholders' Equity	SHAREHOLDERS’ EQUITY On October 30, 2018, the Board of Directors of the Company approved a new common stock repurchase program of up to $300.0 million. The new program replaced the prior $250.0 million program that was authorized in April 2017 and had unused authorization of $78.3 million. The new authorized amount includes and is not in addition to any unspent amount remaining under the prior authorization. Repurchases may be made at management’s discretion from time to time on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. For the three months ended March 31, 2019, we repurchased 282,416 shares of our common stock under the October 2018 stock repurchase program at an aggregate purchase price of $25.0 million, based on trade date. We had approximately $243.0 million of repurchase authority remaining under this program at March 31, 2019, based on trade date. As of March 31, 2019, we accrued $1.0 million for cash settlement for repurchases of our common stock compared to $2.5 million at December 31, 2018. For the three months ended March 31, 2019, we repurchased 79,233 shares of our common stock related to employee vestings of stock-based compensation at a total cost of $7.6 million. On November 29, 2017, the Board of Directors of the Company authorized a $500.0 million share repurchase program in a "modified Dutch auction" tender offer (the "Tender Offer") utilizing a portion of the proceeds from the Big Fish Transaction. The Company completed the Tender Offer on February 12, 2018, and repurchased 5,660,376 shares of the Company's common stock at a purchase price of $88.33 per share with an aggregate cost of $500.0 million, excluding fees and expenses related to the Tender Offer.

Debt (Details) - Senior Notes - 2027 Senior Notes	Mar. 25, 2019 USD ($)
Debt Instrument [Line Items]
Face amount of debt issuance	$ 600,000,000.0
Stated interest rate	5.50%
Debt issuance costs	$ 9,000,000.0
Redemption price, percentage of face amount	100.00%
Any time prior to April 1, 2022
Debt Instrument [Line Items]
Redemption price, percentage of face amount	105.50%
Percentage of principal amount available for redemption	40.00%

Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jan. 11, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill	$ 363.8		$ 338.0
Presque Isle
Business Acquisition [Line Items]
Current assets		$ 2.5
Property and equipment		78.5
Goodwill		25.8
Intangible assets		71.2
Current liabilities		(6.1)
Non-current liabilities		(0.6)
Assets acquired and liabilities assumed		$ 171.3

Net Income Per Common Share Computations (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following is a reconciliation of the numerator and denominator of the net income per common share computations:



	Three Months Ended March 31,
(in millions, except per share data)	2019			2018
Numerator for basic net income per common share:
Net income from continuing operations	$	11.9		$	14.1
Net (loss) income from discontinued operations	(0.3		)	167.9
Numerator for basic net income per common share	$	11.6		$	182.0

Numerator for diluted net income from continuing operations per common share	$	11.9		$	14.1
Numerator for diluted net income per common share:	$	11.6		$	182.0

Denominator for net income per common share:
Basic	40.4			43.3
Plus dilutive effect of stock awards	0.2			0.2
Diluted	40.6			43.5

Net income (loss) per common share data:
Basic
Continuing operations	$	0.30		$	0.33
Discontinued operations	$	(0.01	)	$	3.87
Net income per common share - basic	$	0.29		$	4.20

Diluted
Continuing operations	$	0.30		$	0.32
Discontinued operations	$	(0.01	)	$	3.86
Net income per common share - diluted	$	0.29		$	4.18

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Presque Isle
Business Acquisition [Line Items]
Net revenue	$ 268.6	$ 222.5
Ocean Downs
Business Acquisition [Line Items]
Net revenue		$ 206.2

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2019	Apr. 10, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Entity Small Business	false
Entity Emerging Growth Company	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
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	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		40,199,527

Investment in and Advances to Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2019

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Affiliate Income Statement



	Three Months Ended March 31,
(in millions)	2019			2018
Net revenue	$	89.5		$	107.4

Operating and SG&A expense	61.0			84.1
Depreciation and amortization	2.2			6.6
Total operating expense	63.2			90.7
Operating income	26.3			16.7
Interest and other, net	(17.0		)	(2.9		)
Net income	$	9.3		$	13.8

Affiliate Balance Sheet



(in millions)	March 31, 2019			December 31, 2018
Assets
Current assets	$	67.1		$	24.0
Property and equipment, net	243.6			95.7
Other assets, net	235.4			106.7
Total assets	$	546.1		$	226.4

Liabilities and Members' Equity
Current liabilities	$	87.2		$	21.2
Long-term debt	752.3			—
Other liabilities	7.5			—
Members' equity	(300.9		)	205.2
Total liabilities and members' equity	$	546.1		$	226.4

Fair Value of Assets And Liabilities

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Of Assets And Liabilities

FAIR VALUE OF ASSETS AND LIABILITIES

We endeavor 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 methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate.

Restricted Cash

Our restricted cash accounts that 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.

Debt

The fair value of the Company’s 4.75% Senior Notes due 2028 (the "2028 Senior Notes") and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair value of the Company's Senior Secured Term Loan B due 2024 (the "Term Loan B") approximates its gross carrying value as it is variable rate debt and as such is a Level 2 measurement.

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:



	March 31, 2019
(in millions)	Carrying Amount	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	37.7	$	37.7	$	37.7	$	—	$	—
Financial liabilities:
Term Loan B	390.5	395.0		—		395.0		—
2027 Senior Notes	591.0	607.7		—		607.7		—
2028 Senior Notes	493.3	476.9		—		476.9		—

	December 31, 2018
(in millions)	Carrying Amount	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	40.0	$	40.0	$	40.0	$	—	$	—
Financial liabilities:
Term Loan B	391.3	396.0		—		396.0		—
2028 Senior Notes	493.0	452.4		—		452.4		—

- 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 + Details

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 119.7	$ 133.3
Restricted cash	37.7	40.0
Accounts receivable, net	47.5	28.8
Income taxes receivable	16.7	17.0
Other current assets	37.8	22.4
Total current assets	259.4	241.5
Property and equipment, net	866.5	757.5
Investment in and advances to unconsolidated affiliates	625.7	108.1
Goodwill	363.8	338.0
Other intangible assets, net	345.0	264.0
Other assets	18.1	16.1
Total assets	2,478.5	1,725.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	72.1	47.0
Purses payable	16.1	15.8
Account wagering deposit liabilities	30.7	29.6
Accrued expense	78.0	89.8
Current deferred revenue	96.8	47.9
Current maturities of long-term debt	4.0	4.0
Dividends payable	0.0	22.5
Total current liabilities	297.7	256.6
Long-term debt, net of current maturities and loan origination fees	386.5	387.3
Notes payable, net of debt issuance costs	1,084.3	493.0
Non-current deferred revenue	21.0	21.1
Deferred income taxes	194.0	78.2
Other liabilities	38.1	15.7
Total liabilities	2,021.6	1,251.9
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 0.3 shares authorized; no shares issued or outstanding	0.0	0.0
Common stock, no par value; 150.0 shares authorized; 40.2 shares issued and outstanding at March 31, 2019 and 40.4 shares at December 31, 2018	0.0	0.0
Retained earnings	457.8	474.2
Accumulated other comprehensive loss	(0.9)	(0.9)
Total shareholders' equity	456.9	473.3
Total liabilities and shareholders' equity	$ 2,478.5	$ 1,725.2

Description of Business

3 Months Ended

Mar. 31, 2019

Basis of Presentation [Abstract]

Description of Business

DESCRIPTION OF BUSINESS

Basis of Presentation

The Churchill Downs Incorporated (the "Company", "we", "us", "our") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2018 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018.

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.

Segments

During the first quarter of 2019, we realigned our operating segments to reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. Our internal management reporting changed primarily due to the continued growth in our Churchill Downs Racetrack and Derby City Gaming business and our casino and associated racing businesses, which resulted in our chief operating decision maker's decision to realign our operating segments primarily based on the regulatory licenses governing each business. Since each of these individual businesses operates under single or interdependent licenses, each of these businesses represents an operating segment. As our TwinSpires business and online sports betting and iGaming businesses are managed together, these businesses represent an operating segment. For financial reporting purposes, we aggregate our operating segments that are similar into three reportable segments as follows:


•	Churchill Downs

The Churchill Downs segment includes live and historical pari-mutuel racing related revenue and expenses at Churchill Downs Racetrack and Derby City Gaming.

Churchill Downs Racetrack is the home of The Kentucky Derby and conducts live racing during the year. Derby City Gaming is a historical racing machine facility that operates under the Churchill Downs pari-mutuel racing license at its ancillary training facility in Louisville, Kentucky.

Churchill Downs Racetrack and Derby City Gaming earn commissions primarily from pari-mutuel wagering on live races at Churchill Downs and on historical races at Derby City Gaming; simulcast fees earned from other wagering sites; admissions, personal seat licenses, sponsorships, television rights, and other miscellaneous services (collectively "racing event-related services"), as well as food and beverage services.


•	Online Wagering

The Online Wagering segment includes the revenue and expenses for the TwinSpires business ("TwinSpires") and the online Sports Betting and iGaming business.

TwinSpires operates our online horseracing wagering business on TwinSpires.com, BetAmerica.com and other Company platforms; high dollar wagering by international customers ("Velocity"); and horseracing statistical data generated by our information business that provides data information and processing services to the equine industry ("Brisnet").

Our Sports Betting and iGaming business includes the online BetAmerica sports betting and casino gaming operations.


•	Gaming

The Gaming segment includes revenue and expenses for the casino properties and associated racetrack or Jai Alai facilities which support the casino license as applicable. The Gaming segment has approximately 11,000 slot machines and video lottery terminals ("VLTs") located in eight states.

The Gaming segment revenue and expenses includes the following properties:


–	Calder Casino and Racing ("Calder")


–	Fair Grounds Slots, Fair Grounds Race Course, and Video Services, LLC ("VSI") (collectively, "Fair Grounds and VSI")


–	Harlow’s Casino Resort and Spa ("Harlow's")


–	Lady Luck Casino Nemacolin management agreement ("Lady Luck Nemacolin")


–	Ocean Downs Casino and Racetrack ("Ocean Downs")


–	Oxford Casino and Hotel ("Oxford")


–	Presque Isle Downs and Casino ("Presque Isle")


–	Riverwalk Casino Hotel ("Riverwalk")

The Gaming segment also includes net income for our ownership portion of the Company’s equity investments in the following:


–	61.3% equity investment in Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Casino Des Plaines in Des Plaines, Illinois ("Rivers Des Plaines")


–	50% equity investment in Miami Valley Gaming and Racing ("MVG")

The Gaming segment generates revenue and expenses from slot machines, table games, VLTs, video poker, retail sports betting, ancillary food and beverage services, hotel services, commission on pari-mutuel wagering, racing event-related services, and / or other miscellaneous operations.

We have aggregated the following businesses as well as certain corporate operations, and other immaterial joint ventures in "All Other" to reconcile to consolidated results:


•	Arlington International Racecourse ("Arlington")


•	United Tote

We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in the accompanying condensed consolidated statements of comprehensive income. The prior year results were reclassified to conform to this presentation.

Effective January 1, 2019, the Company does not allocate corporate and other related expenses to the reportable segments in the accompanying condensed consolidated statements of comprehensive income. The prior year results in the accompanying consolidated statements of comprehensive income were reclassified to conform to this presentation.

Acquisitions of Presque Isle and Lady Luck Nemacolin

On January 11, 2019, we completed the previously announced acquisition of Presque Isle located in Erie, Pennsylvania from Eldorado Resorts, Inc. ("ERI") for cash consideration of $178.9 million, subject to certain working capital and other purchase price adjustments (the "Presque Isle Transaction").

On March 8, 2019, the Company completed the previously announced acquisition of Lady Luck Nemacolin in Farmington, Pennsylvania, by which we assumed management and acquired certain assets related to the management of Lady Luck Nemacolin from ERI for cash consideration of $100,000 (the "Lady Luck Nemacolin Transaction").

Acquisition of Certain Ownership Interests of Midwest Gaming Holdings, LLC

On October 31, 2018, the Company announced that it had entered into a definitive purchase agreement pursuant to which the Company acquired certain ownership interests of Midwest Gaming, the parent company of Rivers Des Plaines in Des Plaines, Illinois, for cash (the "Sale Transaction").

The Sale Transaction was comprised of (i) the Company’s purchase of 100% of the ownership stake in Midwest Gaming held by affiliates and co-investors of Clairvest Group Inc. ("Clairvest") for approximately $291.0 million and (ii) the Company’s offer to purchase, on the same terms, additional units of Midwest Gaming held by High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, and Casino Investors, LLC ("Casino Investors") (collectively, the "Sellers"). On March 5, 2019, the Company completed the Sale Transaction.

Following the closing of the Sale Transaction, the parties entered into a recapitalization transaction pursuant to which Midwest Gaming used approximately $300.0 million in proceeds from new credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors (the "Recapitalization" and together with the Sale Transaction, the "Transactions").

Based on the results of the purchase of the Clairvest ownership stake and the purchase, on the same terms, of additional units held by High Plaines and Casino Investors, the Company acquired, at the closing of the Sale Transaction, approximately 42% of Midwest Gaming for aggregate cash consideration of approximately $406.6 million. As a result of the Recapitalization on March 6, 2019, the Company's ownership of Midwest Gaming increased to 61.3%.

Refer to Note 12, Investments in and Advances to Unconsolidated Affiliates, for further information on the Transactions.

Sale of Big Fish Games, Inc.

On November 29, 2017, the Company entered into a definitive Stock Purchase Agreement (the "Stock Purchase Agreement") to sell its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"), a Washington corporation, to Aristocrat Technologies, Inc. (the "Purchaser"), a Nevada corporation, an indirect, wholly owned subsidiary of Aristocrat Leisure Limited, an Australian corporation (the "Big Fish Transaction"). On January 9, 2018, pursuant to the Stock Purchase Agreement, the Company completed the Big Fish Transaction. The Purchaser paid an aggregate consideration of $990.0 million in cash in connection with the Big Fish Transaction, subject to customary adjustments for working capital and indebtedness and certain other adjustments as set forth in the Stock Purchase Agreement.

The Big Fish Games segment and related Big Fish Transaction meet the criteria for discontinued operation presentation. Accordingly, the condensed consolidated statements of comprehensive income and the notes to financial statements reflect the Big Fish Games segment as discontinued operations for all periods presented. Unless otherwise specified, disclosures in these condensed consolidated financial statements reflect continuing operations only. The condensed consolidated statements of cash flows include both continuing and discontinued operations. Refer to Note 5, Discontinued Operations, for further information on the discontinued operations relating to the Big Fish Transaction.

Stock Split

On October 31, 2018, the Company announced a three-for-one split (the "Stock Split") of the Company's common stock for shareholders of record as of January 11, 2019. The additional shares resulting from the Stock Split were distributed on January 25, 2019. Our common stock began trading at the split-adjusted price on January 28, 2019. All share and per-share amounts in the Company’s condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the effects of the Stock Split.

Seasonality

Churchill Downs

Due to the seasonal nature of our live racing business at Churchill Downs, revenue 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. Historically, the majority of our live racing revenue occurs during the second quarter.

Online Wagering

Due to the seasonal nature of the racing business, revenue 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. Historically, our revenue is higher in the second quarter with the running of the Kentucky Derby and the Kentucky Oaks.

Gaming

Revenue from the properties in our Gaming segment has a seasonal component and is typically higher during the first and second quarters.

Acquisitions - Presque Isle (Details) - USD ($) $ in Millions		3 Months Ended
	Jan. 11, 2019	Mar. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill		$ 363.8	$ 338.0
Presque Isle
Business Acquisition [Line Items]
Payments to acquire business	$ 178.9
Working capital and other purchase price adjustments	0.8
Cash acquired in the acquisition	8.4
Goodwill	$ 25.8
Revenue since date of acquisition		$ 29.7

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Recent Accounting Pronouncements

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncement - Adopted on January 1, 2019

The cumulative effects of the changes made to our accompanying condensed consolidated balance sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:



(in millions)	As Reported at December 31, 2018		Adoption of ASC 842			Balance at January 1, 2019
ASSETS
Other current assets	$	22.4	$	(0.3	)	$	22.1
Property and equipment, net	757.5		25.3			782.8

LIABILITIES
Accrued expense	89.8		3.8			93.6
Other liabilities	15.7		21.5			37.2

SHAREHOLDERS' EQUITY
Retained earnings	474.2		(0.3		)	473.9

Recent Accounting Pronouncements - effective in 2020 or thereafter

Leases

Fair Value Of Assets And Liabilities (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:



	March 31, 2019
(in millions)	Carrying Amount	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	37.7	$	37.7	$	37.7	$	—	$	—
Financial liabilities:
Term Loan B	390.5	395.0		—		395.0		—
2027 Senior Notes	591.0	607.7		—		607.7		—
2028 Senior Notes	493.3	476.9		—		476.9		—

	December 31, 2018
(in millions)	Carrying Amount	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	40.0	$	40.0	$	40.0	$	—	$	—
Financial liabilities:
Term Loan B	391.3	396.0		—		396.0		—
2028 Senior Notes	493.0	452.4		—		452.4		—

Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of March 31, 2019, the Churchill Downs segment had remaining performance obligations, on contracts with a duration greater than one year, with an aggregate transaction price of $193.4 million. The revenue we expect to recognize on these remaining performance obligations is $54.4 million for the remainder of 2019, $38.0 million in 2020, $29.0 million in 2021, and the remainder thereafter.

As of March 31, 2019, our remaining performance obligations in segments other than Churchill Downs were not material.

Contract Assets and Contract Liabilities

As of March 31, 2019 and December 31, 2018, contract assets were not material.

As of March 31, 2019 and December 31, 2018, contract liabilities were $121.9 million and $69.9 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying condensed consolidated balance sheets. Contract liabilities primarily relate to the Churchill Downs segment and the increase during the first quarter of 2019 was primarily due to cash payments received for unfulfilled performance obligations. We recognized $2.7 million of revenue during the three months ended March 31, 2019 that was included in the contract liabilities balance at December 31, 2018.

Disaggregation of Revenue

In Note 17, Segment Information, the Company has included its disaggregated revenue disclosures as follows:

•

For the Churchill Downs segment, revenue is disaggregated between Churchill Downs Racetrack and Derby City Gaming given that Churchill Downs Racetrack's revenues primarily revolve around live racing events while Derby City Gaming's revenues primarily revolve around historical racing events. Within the Churchill Downs segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services.

•

For the Online Wagering segment, revenue is disaggregated between the TwinSpires business and online sports betting and iGaming business given that TwinSpires' revenue is primarily related to online pari-mutuel wagering on live race events while online sports betting and iGaming revenue relates to casino gaming service offerings. Online sports betting and iGaming service offerings are currently nominal. Within the Online Wagering segment, revenue is further disaggregated between live and simulcast racing, gaming, and other services.


•	For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, racing event-related services, gaming, and other services.

We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors.

Recent Accounting Pronouncements (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Changes and Error Corrections [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The cumulative effects of the changes made to our accompanying condensed consolidated balance sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:



(in millions)	As Reported at December 31, 2018		Adoption of ASC 842			Balance at January 1, 2019
ASSETS
Other current assets	$	22.4	$	(0.3	)	$	22.1
Property and equipment, net	757.5		25.3			782.8

LIABILITIES
Accrued expense	89.8		3.8			93.6
Other liabilities	15.7		21.5			37.2

SHAREHOLDERS' EQUITY
Retained earnings	474.2		(0.3		)	473.9

Debt	3 Months Ended
Debt	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	DEBT 2027 Senior Notes On March 25, 2019, we completed an offering of $600.0 million in aggregate principal amount of 5.50% Senior Unsecured Notes that mature on April 1, 2027 (the "2027 Senior Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The 2027 Senior Notes were issued at par, with interest payable on April 1^st and October 1^st of each year, commencing on October 1, 2019. The Company used the net proceeds from the offering to repay our outstanding balance on our 2017 Senior Secured credit agreement (the "2017 Credit Agreement"). In connection with the offering, we capitalized $9.0 million of debt issuance costs which are being amortized as interest expense over the term of the 2027 Senior Notes. The 2027 Senior Notes were issued pursuant to an indenture, dated March 25, 2019 (the "2027 Indenture"), among the Company, certain subsidiaries of the Company as guarantors (the "Guarantors"), and U.S Bank National Association, as trustee. The Company may redeem some or all of the 2027 Senior Notes at any time prior to April 1, 2022, at a price equal to 100% of the principal amount of the 2027 Senior Notes redeemed plus an applicable make-whole premium. On or after such date, the Company may redeem some or all of the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture. In addition, at any time prior to April 1, 2022, the Company may redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes at a redemption price equal to 105.50% of the principal amount thereof with the net cash proceeds of one or more equity offerings provided that certain conditions are met. The terms of the 2027 Indenture, among other things, limit the ability of the Company to: (i) incur additional debt and issue preferred stock; (ii) pay dividends or make other restricted payments; (iii) make certain investments; (iv) create liens; (v) allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments; (vi) sell assets; (vii) merge or consolidate with other entities; and (viii) enter into transactions with affiliates. In connection with the issuance of the 2027 Senior Notes, the Company and the Guarantors entered into a Registration Rights Agreement to register any 2027 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from March 25, 2019.

Net Income Per Common Share Computations

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Net Income Per Common Share Computations

NET INCOME PER COMMON SHARE COMPUTATIONS

The following is a reconciliation of the numerator and denominator of the net income per common share computations:



	Three Months Ended March 31,
(in millions, except per share data)	2019			2018
Numerator for basic net income per common share:
Net income from continuing operations	$	11.9		$	14.1
Net (loss) income from discontinued operations	(0.3		)	167.9
Numerator for basic net income per common share	$	11.6		$	182.0

Numerator for diluted net income from continuing operations per common share	$	11.9		$	14.1
Numerator for diluted net income per common share:	$	11.6		$	182.0

Denominator for net income per common share:
Basic	40.4			43.3
Plus dilutive effect of stock awards	0.2			0.2
Diluted	40.6			43.5

Net income (loss) per common share data:
Basic
Continuing operations	$	0.30		$	0.33
Discontinued operations	$	(0.01	)	$	3.87
Net income per common share - basic	$	0.29		$	4.20

Diluted
Continuing operations	$	0.30		$	0.32
Discontinued operations	$	(0.01	)	$	3.86
Net income per common share - diluted	$	0.29		$	4.18

Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Millions	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, shares authorized (in shares)	0.3	0.3
Preferred stock, shares issued (in shares)	0.0	0.0
Preferred stock, shares outstanding (in shares)	0.0	0.0
Common stock, shares authorized (in shares)	150.0	150.0
Common stock, shares issued (in shares)	40.2	40.4
Common stock, shares outstanding (in shares)	40.2	40.4

Investment in and Advances to Unconsolidated Affiliates - Affiliate Income Statement (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Affiliate Income Statement [Abstract]
Net revenue	$ 89.5	$ 107.4
Operating and SG&A expense	61.0	84.1
Depreciation and amortization	2.2	6.6
Total operating expense	63.2	90.7
Operating income	26.3	16.7
Interest and other, net	(17.0)	(2.9)
Net income	$ 9.3	$ 13.8

Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

LEASES

Our operating leases with terms greater than one year are primarily related to buildings and land. Our operating leases with terms less than one year are primarily related to equipment. Most of our building and land leases have terms of 2 to 10 years and include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. Certain of our lease agreements include lease payments based on a percentage of net gaming revenue and others include rental payment adjustments

periodically for inflation. As of March 31, 2019, operating lease ROUAs included in property and equipment, net were $25.3 million.

The components of total lease cost were as follows:



(in millions)	Three Months Ended March 31, 2019
Short-term lease cost ^{(a) (b)}	$	2.5
Operating lease cost ^(b)	1.5
Total lease cost	$	4.0

(a) Includes leases with terms of one month or less

(b) Includes variable lease costs, which were not material

Other information related to operating leases was as follows:



(in millions, except lease term and discount rate)	Three Months Ended March 31, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities	$	1.0

ROUAs obtained in exchange for lease obligations	$	0.8

Weighted average remaining lease term	7.2 years

Weighted average discount rate	4.0		%

As of March 31, 2019, future minimum operating lease payments on non-cancelable leases were as follows (in millions):



Years Ended December 31,	Totals
2019 (excludes three months ended March 31, 2019)	$	4.1
2020	4.9
2021	4.3
2022	3.3
2023	3.0
Thereafter	11.2
Total future minimum lease payments	30.8
Less: Imputed interest	4.0
Present value of lease liabilities	$	26.8

Reported lease liabilities as of March 31, 2019
Accrued expense (current maturities of leases)	$	4.3
Other liabilities (non-current maturities of leases)	22.5
Present value of lease liabilities	$	26.8

As required by ASC 842, the future minimum operating lease payments on non-cancelable leases as of December 31, 2018 under the accounting standards in effect as of that period were as follows (in millions):



Years Ended December 31,

2019	$	5.0
2020	4.5
2021	3.8
2022	3.1
2023	3.0
Thereafter	11.2
Total	$	30.6

Leases - Additional Details (Details) $ in Millions	Mar. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset	$ 25.3
Minimum
Lessee, Lease, Description [Line Items]
Lease term	2 years
Lease renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	10 years
Lease renewal term	5 years

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Summary information of disposal classified as held for sale

The following table presents the financial results of Big Fish Games included in "(loss) income from discontinued operations, net of tax" in the accompanying condensed consolidated statements of comprehensive income:



	Three Months Ended March 31,
(in millions)	2019			2018
Net revenue	$	—		$	13.2

Operating expenses	—			8.4
Selling, general and administrative expense	0.4			4.3
Research and development	—			0.9
Total operating expense	0.4			13.6
Operating loss	(0.4		)	(0.4		)
Other income (expense)
Gain on sale of Big Fish Games	—			219.5
Other expense	—			(0.1		)
Total other income (expense)	—			219.4
(Loss) income from discontinued operations before provision for income taxes	(0.4		)	219.0
Income tax benefit (provision)	0.1			(51.1		)
(Loss) income from discontinued operations, net of tax	$	(0.3	)	$	167.9

The Company derecognized the following upon the Big Fish Transaction:



(in millions)
Cash and cash equivalents	$	0.3
Accounts receivable	34.7
Game software development, net	6.7
Other current assets	17.0
Property and equipment, net	17.8
Game software development, net	13.8
Goodwill	530.7
Other intangible assets, net	238.4
Other assets	24.0
Accounts payable	(8.5		)
Accrued expense	(22.6		)
Deferred revenue	(44.2		)
Deferred income taxes	(52.0		)
Other liabilities	(4.9		)
Carrying value of Big Fish Games	$	751.2

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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+ Details

Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncement - Adopted on January 1, 2019

The cumulative effects of the changes made to our accompanying condensed consolidated balance sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:



(in millions)	As Reported at December 31, 2018		Adoption of ASC 842			Balance at January 1, 2019
ASSETS
Other current assets	$	22.4	$	(0.3	)	$	22.1
Property and equipment, net	757.5		25.3			782.8

LIABILITIES
Accrued expense	89.8		3.8			93.6
Other liabilities	15.7		21.5			37.2

SHAREHOLDERS' EQUITY
Retained earnings	474.2		(0.3		)	473.9

Recent Accounting Pronouncements - effective in 2020 or thereafter

Leases

Discontinued Operations

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

On January 9, 2018, the Company completed the Big Fish Transaction, which had a purchase price of $990.0 million. The Company received cash proceeds of $970.7 million, which was net of $5.2 million of working capital adjustments and $14.1 million of transaction costs. The Company derecognized the following upon the Big Fish Transaction:



(in millions)
Cash and cash equivalents	$	0.3
Accounts receivable	34.7
Game software development, net	6.7
Other current assets	17.0
Property and equipment, net	17.8
Game software development, net	13.8
Goodwill	530.7
Other intangible assets, net	238.4
Other assets	24.0
Accounts payable	(8.5		)
Accrued expense	(22.6		)
Deferred revenue	(44.2		)
Deferred income taxes	(52.0		)
Other liabilities	(4.9		)
Carrying value of Big Fish Games	$	751.2

The Company recognized a gain of $219.5 million upon the sale recorded in income from discontinued operations on the condensed consolidated statement of comprehensive income for the three months ended March 31, 2018. The gain consisted of cash proceeds of $970.7 million offset by the carrying value of Big Fish Games of $751.2 million. The income tax provision on the gain was $51.2 million, resulting in an after tax gain of $168.3 million.



	Three Months Ended March 31,
(in millions)	2019			2018
Net revenue	$	—		$	13.2

Operating expenses	—			8.4
Selling, general and administrative expense	0.4			4.3
Research and development	—			0.9
Total operating expense	0.4			13.6
Operating loss	(0.4		)	(0.4		)
Other income (expense)
Gain on sale of Big Fish Games	—			219.5
Other expense	—			(0.1		)
Total other income (expense)	—			219.4
(Loss) income from discontinued operations before provision for income taxes	(0.4		)	219.0
Income tax benefit (provision)	0.1			(51.1		)
(Loss) income from discontinued operations, net of tax	$	(0.3	)	$	167.9

Stock-Based Compensation

For the three months ended March 31, 2018, the Company recognized $3.4 million of stock-based compensation expense related to Big Fish Games, which included the impact of the accelerated vesting dates of restricted stock awards held by Big Fish Games' employees in conjunction with the Big Fish Transaction.

Earnout Liabilities

As of December 31, 2017, we had $34.2 million of deferred earnout consideration and $28.4 million of deferred payments due to the founder of Big Fish Games, both of which were paid on January 3, 2018.

Investment in and Advances to Unconsolidated Affiliates - Affiliate Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Investments in and Advances to Affiliates, Affiliate Balance Sheet [Abstract]
Current assets	$ 67.1	$ 24.0
Property and equipment, net	243.6	95.7
Other assets, net	235.4	106.7
Total assets	546.1	226.4
Current liabilities	87.2	21.2
Long-term debt	752.3	0.0
Other liabilities	7.5	0.0
Members' equity	(300.9)	205.2
Total liabilities and members' equity	$ 546.1	$ 226.4

Discontinued Operations - Major Classes of Assets and Liabilities Derecognized (Details) - Discontinued Operations, Disposed of by Sale - Big Fish Games $ in Millions	Jan. 09, 2018 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 0.3
Accounts receivable	34.7
Game software development, net	6.7
Other current assets	17.0
Property and equipment, net	17.8
Game software development, net	13.8
Goodwill	530.7
Other intangible assets, net	238.4
Other assets	24.0
Accounts payable	(8.5)
Accrued expense	(22.6)
Deferred revenue	(44.2)
Deferred income taxes	(52.0)
Other liabilities	(4.9)
Carrying value of Big Fish Games	$ 751.2

Goodwill And Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill, by segment, is comprised of the following:



	Churchill Downs		Online Wagering		Gaming		All Other		Total
Balances as of December 31, 2018	$	49.7	$	148.2	$	139.1	$	1.0	$	338.0
Additions	—		—		25.8		—		25.8
Balances as of March 31, 2019	$	49.7	$	148.2	$	164.9	$	1.0	$	363.8

Schedule of Indefinite and Finite Lived Assets

Other intangible assets are comprised of the following:



	March 31, 2019							December 31, 2018
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets	$	32.1	$	(15.3	)	$	16.8	$	32.1	$	(14.1	)	$	18.0
Indefinite-lived intangible assets						328.2							246.0
Total						$	345.0						$	264.0

Investment in and Advances to Unconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 04, 2019	Mar. 31, 2019	Mar. 31, 2018	Oct. 31, 2018
Investments in and Advances to Affiliates [Line Items]
Proceeds from borrowings under long-term debt obligations		$ 1,231.9	$ 100.9
Midwest Gaming Holdings, LLC
Investments in and Advances to Affiliates [Line Items]
Equity method investment, ownership percentage	42.00%	61.30%		100.00%
Aggregated cash consideration paid at closing of the Sale Transaction	$ 406.6
Clairvest Group Inc.
Investments in and Advances to Affiliates [Line Items]
Aggregated cash consideration paid at closing of the Sale Transaction	409.8
Transaction costs	3.2
Deferred tax liability	109.6
Midwest Gaming Holdings, LLC
Investments in and Advances to Affiliates [Line Items]
Proceeds from borrowings under long-term debt obligations	$ 300.0
High Plaines \| Midwest Gaming Holdings, LLC
Investments in and Advances to Affiliates [Line Items]
Equity method investment, ownership percentage		36.00%
Casino Investors \| Midwest Gaming Holdings, LLC
Investments in and Advances to Affiliates [Line Items]
Equity method investment, ownership percentage		2.70%

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Summary of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed, net of cash acquired of $8.4 million, at the date of the acquisition.



(in millions)	Total
Current assets	$	2.5
Property and equipment	78.5
Goodwill	25.8
Intangible assets	71.2
Current liabilities	(6.1		)
Non-current liabilities	(0.6		)
	$	171.3

Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination

The preliminary fair value of the intangible assets consists of the following:



(in millions)	Fair Value Recognized		Weighted-Average Useful Life
Gaming rights	$	56.0	N/A
Trademark	15.2		N/A
Total intangible assets	$	71.2

Business Acquisition, Pro Forma Information

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company's acquisition of Presque Isle occurred as of January 1, 2018. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2018. The unaudited pro forma net income giving effect to the Presque Isle Transaction was not materially different than our historical net income.



	Three Months Ended March 31,
(in millions)	2019		2018
Net revenue	$	268.6	$	222.5

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company's acquisition of the remaining 50% interest in Ocean Downs occurred as of January 1, 2018. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2018. The unaudited pro forma net income giving effect to the Ocean Downs/Saratoga Transaction was not materially different than our historical net income.



	Three Months Ended March 31,
(in millions)	2018
Net revenue	$	206.2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income	$ 11.6	$ 182.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20.8	13.8
Gain on sale of Big Fish Games	0.0	(219.5)
Distributions from unconsolidated affiliates	6.0	4.5
Equity in income of unconsolidated affiliates	(4.1)	(6.5)
Stock-based compensation	4.7	6.2
Deferred income taxes	6.4	2.1
Other	0.4	(3.2)
Changes in operating assets and liabilities, net of business acquisitions and dispositions:
Income taxes	0.3	52.4
Deferred revenue	46.2	35.8
Other assets and liabilities	(22.0)	(11.7)
Net cash provided by operating activities	70.3	55.9
Cash flows from investing activities:
Capital maintenance expenditures	(13.9)	(7.5)
Capital project expenditures	(14.2)	(26.5)
Acquisition of businesses, net of cash acquired	(171.3)	0.0
Proceeds from sale of Big Fish Games	0.0	970.7
Investments in and advances to unconsolidated affiliates	(409.8)	0.0
Other	(9.9)	0.0
Net cash (used in) provided by investing activities	(619.1)	936.7
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations	1,231.9	100.9
Repayments of borrowings under long-term debt obligations	(632.9)	(343.9)
Big Fish Games earnout payment	0.0	(31.8)
Big Fish Games deferred payment	0.0	(26.4)
Payment of dividends	(22.2)	(23.7)
Repurchase of common stock	(34.1)	(514.4)
Debt issuance costs	(7.5)	0.0
Other	(2.3)	(4.5)
Net cash provided by (used in) financing activities	532.9	(843.8)
Net (decrease) increase in cash, cash equivalents and restricted cash	(15.9)	148.8
Effect of exchange rate changes on cash flows	0.0	(0.1)
Cash, cash equivalents and restricted cash, beginning of period	173.3	85.5
Cash, cash equivalents and restricted cash, end of period	157.4	234.2
Supplemental disclosures of cash flow information:
Interest	18.8	4.6
Income taxes	0.5	0.2
Schedule of non-cash investing and financing activities:
Property and equipment additions included in accounts payable and accrued expenses	3.7	6.3
Deferred tax liability assumed from equity investment	109.6	0.0
Repurchase of common stock included in accrued expenses	$ 1.0	$ 0.0

Acquisitions - Summary of Intangible Assets Acquired (Details) - Presque Isle $ in Millions	Jan. 11, 2019 USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 71.2
Gaming rights
Business Acquisition [Line Items]
Total intangible assets	56.0
Trademark
Business Acquisition [Line Items]
Total intangible assets	$ 15.2

Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule of Lease Cost

The components of total lease cost were as follows:



(in millions)	Three Months Ended March 31, 2019
Short-term lease cost ^{(a) (b)}	$	2.5
Operating lease cost ^(b)	1.5
Total lease cost	$	4.0

(a) Includes leases with terms of one month or less

(b) Includes variable lease costs, which were not material

Other information related to operating leases was as follows:



(in millions, except lease term and discount rate)	Three Months Ended March 31, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities	$	1.0

ROUAs obtained in exchange for lease obligations	$	0.8

Weighted average remaining lease term	7.2 years

Weighted average discount rate	4.0		%

Schedule of Future Minimum Operating Lease Payments

As of March 31, 2019, future minimum operating lease payments on non-cancelable leases were as follows (in millions):



Years Ended December 31,	Totals
2019 (excludes three months ended March 31, 2019)	$	4.1
2020	4.9
2021	4.3
2022	3.3
2023	3.0
Thereafter	11.2
Total future minimum lease payments	30.8
Less: Imputed interest	4.0
Present value of lease liabilities	$	26.8

Reported lease liabilities as of March 31, 2019
Accrued expense (current maturities of leases)	$	4.3
Other liabilities (non-current maturities of leases)	22.5
Present value of lease liabilities	$	26.8

Schedule of Future Minimum Operating Lease Payments



Years Ended December 31,

2019	$	5.0
2020	4.5
2021	3.8
2022	3.1
2023	3.0
Thereafter	11.2
Total	$	30.6

Acquisitions - Lady Luck Nemacolin (Details) $ in Millions	Mar. 08, 2019 USD ($)
Lady Luck Nemacolin
Business Acquisition [Line Items]
Payments to acquire business	$ 0.1

Net Income Per Common Share Computations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Net income from continuing operations	$ 11.9	$ 14.1
Net (loss) income from discontinued operations	(0.3)	167.9
Numerator for basic net income per common share	11.6	182.0
Numerator for diluted net income from continuing operations per common share	11.9	14.1
Numerator for diluted net income per common share:	$ 11.6	$ 182.0
Earnings Per Share, Basic and Diluted [Abstract]
Basic (in shares)	40.4	43.3
Plus dilutive effect of stock awards (in shares)	0.2	0.2
Diluted (in shares)	40.6	43.5
Basic
Continuing operations (in dollars per share)	$ 0.30	$ 0.33
Discontinued operations (in dollars per share)	(0.01)	3.87
Net income per common share data - basic (in dollars per share)	0.29	4.20
Diluted
Continuing operations (in dollars per share)	0.30	0.32
Discontinued operations (in dollars per share)	(0.01)	3.86
Net income per common share data - diluted (in dollars per share)	$ 0.29	$ 4.18

Description of Business (Details) slot_machine in Thousands, $ in Millions					3 Months Ended
	Mar. 08, 2019 USD ($)	Mar. 04, 2019 USD ($)	Jan. 11, 2019 USD ($)	Oct. 31, 2018 USD ($)	Mar. 31, 2019 USD ($) slot_machine state	Mar. 31, 2018 USD ($)	Jan. 09, 2018 USD ($)
Variable Interest Entity [Line Items]
Number of slot machines \| slot_machine					11
Number of states in which Gaming segment has slot machines and video lottery terminals \| state					8
Proceeds from new credit facilities					$ 1,231.9	$ 100.9
Stock split, conversion ratio				3
Clairvest Group Inc.
Variable Interest Entity [Line Items]
Ownership percentage					61.30%
Aggregated cash consideration paid at closing of the Sale Transaction				$ 291.0
Presque Isle Downs & Casino And Lady Luck Casino
Variable Interest Entity [Line Items]
Payments to acquire business			$ 178.9
Lady Luck Nemacolin
Variable Interest Entity [Line Items]
Payments to acquire business	$ 0.1
Miami Valley Gaming LLC
Variable Interest Entity [Line Items]
Equity method investment, ownership percentage					50.00%
Midwest Gaming Holdings, LLC
Variable Interest Entity [Line Items]
Equity method investment, ownership percentage		42.00%		100.00%	61.30%
Aggregated cash consideration paid at closing of the Sale Transaction		$ 406.6
Clairvest Group Inc.
Variable Interest Entity [Line Items]
Aggregated cash consideration paid at closing of the Sale Transaction		409.8
Transaction costs		3.2
Deferred tax liability		109.6
Midwest Gaming Holdings, LLC
Variable Interest Entity [Line Items]
Proceeds from new credit facilities		$ 300.0
Discontinued Operations, Disposed of by Sale \| Big Fish Games
Variable Interest Entity [Line Items]
Aggregate consideration							$ 990.0

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2019	Mar. 04, 2019
Income Taxes [Line Items]
Non-cash tax impact from the re-measurement of net deferred tax liabilities	$ 2.8
Clairvest Group Inc.
Income Taxes [Line Items]
Deferred tax liability		$ 109.6

Leases - Schedule of Lease Cost (Details)	3 Months Ended
Leases - Schedule of Lease Cost (Details)	Mar. 31, 2019 USD ($)
Leases [Abstract]
Short-term lease cost	$ 2,500,000
Operating lease cost	1,500,000
Total lease cost	4,000,000.0
Cash paid for amounts included in the measurement of lease liabilities	1,000,000.0
ROUAs obtained in exchange for lease obligations	$ 0.8
Weighted average remaining lease term	7 years 2 months 12 days
Weighted average discount rate	4.00%

Acquisitions

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

Presque Isle

On January 11, 2019, the Company completed the Presque Isle Transaction, which had a cash purchase price of $178.9 million, subject to certain working capital and other purchase price adjustments, which preliminarily totaled $0.8 million. The fair values of the Presque Isle Transaction were based upon preliminary valuations. Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date. The primary areas of the preliminary valuations that are not yet finalized relate to the amounts for income taxes, intangible assets, working capital adjustments, and the final amount of residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed, net of cash acquired of $8.4 million, at the date of the acquisition.



(in millions)	Total
Current assets	$	2.5
Property and equipment	78.5
Goodwill	25.8
Intangible assets	71.2
Current liabilities	(6.1		)
Non-current liabilities	(0.6		)
	$	171.3

The preliminary fair value of the intangible assets consists of the following:



(in millions)	Fair Value Recognized		Weighted-Average Useful Life
Gaming rights	$	56.0	N/A
Trademark	15.2		N/A
Total intangible assets	$	71.2

Current assets and current liabilities were valued at the existing carrying values as these items are short term in nature and represent management's estimated fair value of the respective items at January 11, 2019.

The property and equipment acquired primarily relates to land, buildings, equipment, and furniture and fixtures. The fair value of the land was determined using the market approach and the fair values of the remaining property and equipment were primarily determined using the cost replacement method which is based on replacement or reproduction costs of the assets.

The fair value of the Presque Isle gaming rights was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the overall business enterprise based on a projected cash flow stream. This method assumes that the gaming rights intangible asset provides the opportunity to develop a casino in a specified region, and that the present value of the projected cash flows are a result of the realization of advantages contained in these rights. Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets. The estimated future revenue and operating expenses and start-up costs of Presque Isle were the primary inputs in the valuation. The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights. The renewal of the gaming rights in Pennsylvania is subject to various legal requirements. However, the Company's historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew its gaming rights in Pennsylvania.

The trademark intangible asset was valued using the relief-from-royalty method of the income approach, which estimates the fair value of the intangible asset by discounting the fair value of the hypothetical royalty payments a market participant would be willing to pay to enjoy the benefits of the asset. The trademark was assigned an indefinite useful life based on the Company’s intention to keep the Presque Isle name for an indefinite period of time.

Goodwill of $25.8 million was recognized due to the expected contribution of Presque Isle to the Company's overall business strategy. The goodwill was assigned to the Gaming segment and is deductible for tax purposes.

For the period from the Presque Isle Transaction on January 11, 2019 through March 31, 2019, net revenue was $29.7 million, and net income was not material for the period.



	Three Months Ended March 31,
(in millions)	2019		2018
Net revenue	$	268.6	$	222.5

Lady Luck Nemacolin

On March 8, 2019, we completed the Lady Luck Nemacolin Transaction, by which we assumed management and acquired certain assets related to the management of Lady Luck Nemacolin from ERI for cash consideration of $100,000. The Lady Luck Nemacolin Transaction did not meet the definition of a business and therefore was accounted for as an asset acquisition. The net assets acquired in conjunction with the Lady Luck Nemacolin Transaction were not material.

Ocean Downs

On July 16, 2018, the Company announced its entry into a tax-efficient partial liquidation agreement (the "Liquidation Agreement") for the remaining 50% ownership of the Casino at Ocean Downs and Ocean Downs Racetrack located in Berlin, Maryland ("Ocean Downs") owned by Saratoga Casino Holdings LLC ("SCH") in exchange for the Company's 25% equity interest in SCH, which is the parent company of Saratoga Casino Hotel in Saratoga Springs, New York ("Saratoga New York") and Saratoga Casino Black Hawk in Black Hawk, Colorado ("Saratoga Colorado") (collectively, the "Ocean Downs/Saratoga Transaction"). As part of the Ocean Downs/Saratoga Transaction, Saratoga Harness Racing, Inc. ("SHRI") has agreed to grant the Company and its affiliates exclusive rights to operate online sports betting and iGaming on behalf of SHRI in New York and Colorado for a period of fifteen years from the date of the Liquidation Agreement, should such states permit SHRI to engage in sports betting and iGaming, subject to payment of commercially reasonable royalties to SHRI.

On August 31, 2018, the Company completed the Ocean Downs/Saratoga Transaction, which resulted in the Company owning 100% of the equity interests of Ocean Downs. We therefore consolidated Ocean Downs as of the transaction date. Upon the closing of the Ocean Downs/Saratoga Transaction, the Company no longer has an equity interest or management involvement in Saratoga New York or Saratoga Colorado. Prior to the Ocean Downs/Saratoga Transaction, the Company held an effective 62.5% ownership interest in Ocean Downs, and a 25% ownership interest in Saratoga New York and Saratoga Colorado, all of which were accounted for under the equity method. The consideration transferred to SCH to acquire the remaining interest in Ocean Downs was the Company's equity investments in Saratoga New York and Saratoga Colorado, which had an aggregate fair value of $47.8 million at the acquisition date. Under the acquisition method, the fair values of the consideration transferred and the Company's equity method investment in Ocean Downs, which had a fair value of $80.5 million at the acquisition date, were allocated to the assets acquired and liabilities assumed in the Ocean Downs/Saratoga Transaction. The Company's carrying values in these equity method investments were significantly less than the fair values, resulting in a pre-tax gain of $54.9 million, which is included in the accompanying consolidated statements of comprehensive income. The fair value of the Company's equity method investments in Ocean Downs, Saratoga New York, and Saratoga Colorado was determined under the market and income valuation approaches using inputs primarily related to discounted projected cash flows and price multiples of publicly traded comparable companies.



	Three Months Ended March 31,
(in millions)	2018
Net revenue	$	206.2

Recent Accounting Pronouncements - Cumulative Effect of Changes Due to Adoption of ASU 2014-09 (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
ASSETS
Other current assets	$ 37.8	$ 22.1	$ 22.4
Property and equipment, net	866.5	782.8	757.5
LIABILITIES
Accrued expense	78.0	93.6	89.8
Other liabilities	38.1	37.2	15.7
SHAREHOLDERS' EQUITY
Retained earnings	$ 457.8	473.9	$ 474.2
Accounting Standards Update 2016-02
ASSETS
Other current assets		(0.3)
Property and equipment, net		25.3
LIABILITIES
Accrued expense		3.8
Other liabilities		21.5
SHAREHOLDERS' EQUITY
Retained earnings		$ (0.3)

Segment Information - Equity in Earnings of Unconsolidated Investments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting, Other Significant Reconciling Item [Line Items]
Equity in income of unconsolidated investments	$ 4.1	$ 6.5
Gaming
Segment Reporting, Other Significant Reconciling Item [Line Items]
Equity in income of unconsolidated investments	$ 4.1	$ 6.5

- Definition

This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.

+ References + Details

Fair Value Of Assets And Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2019	Mar. 25, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	$ 37.7		$ 40.0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	37.7		40.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	0.0		0.0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	0.0		0.0
2027 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stated interest rate		5.50%
2027 Senior Notes \| Senior Notes \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	0.0
2027 Senior Notes \| Senior Notes \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	607.7
2027 Senior Notes \| Senior Notes \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	$ 0.0
2028 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stated interest rate	4.75%
2028 Senior Notes \| Senior Notes \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	$ 0.0		0.0
2028 Senior Notes \| Senior Notes \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	476.9		452.4
2028 Senior Notes \| Senior Notes \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	0.0		0.0
Term Loan B \| 2017 Credit Agreement \| Line of Credit \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	0.0		0.0
Term Loan B \| 2017 Credit Agreement \| Line of Credit \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	395.0		396.0
Term Loan B \| 2017 Credit Agreement \| Line of Credit \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	0.0		0.0
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	37.7		40.0
Carrying Amount \| 2027 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	591.0
Carrying Amount \| 2028 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	493.3		493.0
Carrying Amount \| Term Loan B \| 2017 Credit Agreement \| Line of Credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	390.5		391.3
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	37.7		40.0
Fair Value \| 2027 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	607.7
Fair Value \| 2028 Senior Notes \| Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	476.9		452.4
Fair Value \| Term Loan B \| 2017 Credit Agreement \| Line of Credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value disclosure of debt	$ 395.0		$ 396.0

Stock-based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2019

Share-based Compensation [Abstract]

Summary of RSAs, RSUs, and PSUs Granted

A summary of the RSAs, RSUs, and PSUs granted during 2019 is presented below (shares/units in thousands):



Grant Year	Award Type	Number of Shares/Units Awarded	Vesting Terms

2019	RSA	64	Vest equally over three service periods ending in 2020, 2021, and 2022
2019	RSU	55	Vest equally over three service periods ending in 2019, 2020, and 2021
2019	PSU	53	Three year performance and service period ending in 2021

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE ASSETS

In the first quarter of 2019, we realigned our segments as described in Note 1, Description of Business. This change resulted in the allocation of the previous Racing segment goodwill balance of $51.7 million as follows: $49.7 million to the Churchill Downs segment, $1.0 million to the Gaming segment, and $1.0 million to All Other, based on the relative fair value approach. The Company evaluated whether an interim goodwill impairment test should be performed as a result of our segment changes. Based on this evaluation, the Company determined this event did not indicate it was more likely than not that a goodwill impairment exists.

Goodwill, by segment, is comprised of the following:



	Churchill Downs		Online Wagering		Gaming		All Other		Total
Balances as of December 31, 2018	$	49.7	$	148.2	$	139.1	$	1.0	$	338.0
Additions	—		—		25.8		—		25.8
Balances as of March 31, 2019	$	49.7	$	148.2	$	164.9	$	1.0	$	363.8

During the first quarter of 2019, we established goodwill of $25.8 million related to the Presque Isle Transaction.

Other intangible assets are comprised of the following:



	March 31, 2019							December 31, 2018
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets	$	32.1	$	(15.3	)	$	16.8	$	32.1	$	(14.1	)	$	18.0
Indefinite-lived intangible assets						328.2							246.0
Total						$	345.0						$	264.0

During the first quarter of 2019, we established indefinite-lived assets of $56.0 million for gaming rights and $15.2 million for trademarks related to the Presque Isle Transaction. We also established indefinite-lived assets of $8.0 million for online gaming rights in Pennsylvania during first quarter of 2019 related to our Online Wagering operations, as well as indefinite-lived assets of $3.0 million for gaming rights related to our Gaming segment.

Acquisitions - Ocean Downs (Details) - USD ($) $ in Millions	Aug. 31, 2018	Jul. 16, 2018	Aug. 30, 2018	Jan. 01, 2018
Business Acquisition [Line Items]
Online real-money sports betting and iGaming agreement term		15 years
Gain on Ocean Downs/Saratoga transaction	$ 54.9
Ocean Downs
Business Acquisition [Line Items]
Equity method investment, ownership percentage	100.00%	50.00%		50.00%
Saratoga New York And Saratoga Colorado
Business Acquisition [Line Items]
Equity method investment, ownership percentage		25.00%	25.00%
Equity method investment, amount	$ 47.8
Ocean Downs LLC
Business Acquisition [Line Items]
Equity method investment, ownership percentage			62.50%
Equity method investment, amount	$ 80.5