View Filing Data

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2011	Feb. 15, 2012	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	PENN NATIONAL GAMING INC
Entity Central Index Key	0000921738
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2.7
Entity Common Stock, Shares Outstanding		76,291,210
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 238,440	$ 246,385
Receivables, net of allowance for doubtful accounts of $4,115 and $3,332 at December 31, 2011 and December 31, 2010, respectively	55,455	44,463
Insurance receivable	1,072
Prepaid expenses	39,801	72,393
Deferred income taxes	32,306	25,206
Other current assets	48,715	77,506
Total current assets	415,789	465,953
Property and equipment, net	2,277,200	1,965,774
Other assets
Investment in and advances to unconsolidated affiliates	174,116	64,120
Goodwill	1,180,359	1,185,756
Other intangible assets	421,593	415,152
Debt issuance costs, net of accumulated amortization of $4,860 and $45,234 at December 31, 2011 and December 31, 2010, respectively	33,310	27,742
Loan receivable		230,500
Other assets	103,979	107,882
Total other assets	1,913,357	2,031,152
Total assets	4,606,346	4,462,879
Current liabilities
Current maturities of long-term debt	44,559	357,927
Accounts payable	39,582	17,312
Accrued expenses	113,699	101,447
Accrued interest	17,947	36,597
Accrued salaries and wages	85,285	73,432
Gaming, pari-mutuel, property, and other taxes	49,559	46,449
Income taxes	5,696
Insurance financing	16,363	11,602
Other current liabilities	53,650	46,763
Total current liabilities	426,340	691,529
Long-term liabilities
Long-term debt, net of current maturities	1,998,606	1,813,196
Deferred income taxes	167,576	134,572
Noncurrent tax liabilities	33,872	36,846
Other noncurrent liabilities	8,321	8,970
Total long-term liabilities	2,208,375	1,993,584
Shareholders' equity
Preferred stock ($.01 par value, 1,000,000 shares authorized, 12,275 shares issued and outstanding at December 31, 2011 and 2010)
Common stock ($.01 par value, 200,000,000 shares authorized, 76,213,126 and 78,414,022 shares issued at December 31, 2011 and December 31, 2010, respectively)	756	779
Additional paid-in capital	1,385,355	1,446,932
Retained earnings	583,202	337,940
Accumulated other comprehensive income (loss)	2,318	(7,885)
Total shareholders' equity	1,971,631	1,777,766
Penn National Gaming, Inc. and subsidiaries shareholders' equity:
Total liabilities and shareholders' equity	$ 4,606,346	$ 4,462,879

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets
Receivables, allowance for doubtful accounts (in dollars)	$ 4,115	$ 3,332
Debt issuance costs, accumulated amortization (in dollars)	$ 4,860	$ 45,234
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	12,275	12,275
Preferred stock, shares outstanding	12,275	12,275
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	76,213,126	78,414,022

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenues
Gaming	$ 2,468,630	$ 2,242,515	$ 2,158,028
Food, beverage and other	400,258	334,808	339,235
Management service fee	15,185	15,190	14,787
Revenues	2,884,073	2,592,513	2,512,050
Less promotional allowances	(141,816)	(133,402)	(142,775)
Net revenues	2,742,257	2,459,111	2,369,275
Operating expenses
Gaming	1,298,938	1,198,097	1,161,510
Food, beverage and other	321,801	266,800	266,351
General and administrative	423,718	411,415	403,136
Depreciation and amortization	211,476	212,387	194,436
Impairment losses		224,709	532,377
Insurance recoveries, net of deductible charges	(13,257)	(7,523)	6,063
Total operating expenses	2,242,676	2,305,885	2,563,873
Income (loss) from operations	499,581	153,226	(194,598)
Other income (expenses)
Interest expense	(99,564)	(130,215)	(134,984)
Interest income	423	1,579	6,522
Gain (loss) from unconsolidated affiliates	7,364	(25,974)	(1,121)
Loss on early extinguishment of debt	(17,838)	(519)	(4,793)
Other	(734)	6,421	1,093
Total other expenses	(110,349)	(148,708)	(133,283)
Income (loss) from operations before income taxes	389,232	4,518	(327,881)
Taxes on income	146,881	66,178	(60,468)
Net income (loss) including noncontrolling interests	242,351	(61,660)	(267,413)
Less: Net loss attributable to noncontrolling interests		(2,193)	(2,465)
Net income (loss) attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$ 242,351	$ (59,467)	$ (264,948)
Earnings (loss) per common share attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Basic earnings (loss) per common share	$ 2.52	$ (0.76)	$ (3.39)
Diluted earnings (loss) per common share	$ 2.26	$ (0.76)	$ (3.39)

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Noncontrolling Interests	Comprehensive Income (Loss)
Balance at Dec. 31, 2008	$ 2,057,273		$ 782	$ 1,442,829	$ 662,355	$ (48,693)
Balance (in shares) at Dec. 31, 2008		12,500	78,148,488
Increase (Decrease) in Shareholders' Equity
Stock option activity, including tax benefit of $2,557, $3,311 and $2,388 for the year ended December 2011, 2010 and 2009, respectively	35,177		$ 4	35,173
Stock option activity (in shares)			491,078
Restricted stock activity	2,474			2,474
Restricted stock activity (in shares)			332,690
Change in fair value of interest rate swap contracts, net of income taxes of $5,238, $9,427 and $8,150 for the year ended 31st December 2011, 2010 and 2009 respectively	14,586					14,586		$ 14,586
Change in fair value of corporate debt securities	6,843					6,843		6,843
Foreign currency translation adjustment	1,236					1,236		1,236
Contributions from noncontrolling interests	1,900						$ 1,900
Net income (loss)	(267,413)				(264,948)		(2,465)	(267,413)
Comprehensive (Loss) Income								(244,748)
Balance at Dec. 31, 2009	1,852,076		$ 786	1,480,476	397,407	(26,028)	(565)
Balance (in shares) at Dec. 31, 2009		12,500	78,972,256
Increase (Decrease) in Shareholders' Equity
Repurchase of preferred stock	(11,200)			(11,200)
Repurchase of preferred stock (in shares)		(225)
Repurchase of noncontrolling interest	(25,000)			(27,758)			2,758
Stock option activity, including tax benefit of $2,557, $3,311 and $2,388 for the year ended December 2011, 2010 and 2009, respectively	35,883		$ 8	35,875
Stock option activity (in shares)			823,056
Share repurchases	(35,858)		$ (15)	(35,843)
Share repurchases (in shares)			(1,526,400)
Restricted stock activity	5,382			5,382
Restricted stock activity (in shares)			145,110
Change in fair value of interest rate swap contracts, net of income taxes of $5,238, $9,427 and $8,150 for the year ended 31st December 2011, 2010 and 2009 respectively	16,410					16,410		16,410
Change in fair value of corporate debt securities	1,165					1,165		1,165
Foreign currency translation adjustment	568					568		568
Net income (loss)	(61,660)				(59,467)		$ (2,193)	(61,660)
Comprehensive (Loss) Income								(43,517)
Balance at Dec. 31, 2010	1,777,766		$ 779	1,446,932	337,940	(7,885)
Balance (in shares) at Dec. 31, 2010		12,275	78,414,022
Increase (Decrease) in Shareholders' Equity
Stock option activity, including tax benefit of $2,557, $3,311 and $2,388 for the year ended December 2011, 2010 and 2009, respectively	39,359		$ 7	39,352
Stock option activity (in shares)			695,915
Share repurchases	(105,206)		$ (30)	(105,176)
Share repurchases (in shares)			(2,981,406)
Restricted stock activity	4,247			4,247
Restricted stock activity (in shares)			84,595
Change in fair value of interest rate swap contracts, net of income taxes of $5,238, $9,427 and $8,150 for the year ended 31st December 2011, 2010 and 2009 respectively	9,374					9,374		9,374
Change in fair value of corporate debt securities	1,116					1,116		1,116
Foreign currency translation adjustment	(287)					(287)		(287)
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities, net of income taxes of $1,068	2,911				2,911
Net income (loss)	242,351				242,351			242,351
Comprehensive (Loss) Income								$ 252,554
Balance at Dec. 31, 2011	$ 1,971,631		$ 756	$ 1,385,355	$ 583,202	$ 2,318
Balance (in shares) at Dec. 31, 2011		12,275	76,213,126

Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Changes in Shareholders' Equity
Stock option activity, tax benefit	$ 2,557	$ 3,311	$ 2,388
Change in fair value of interest rate swap contracts, income taxes	5,238	$ 9,427	$ 8,150
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities, income taxes	$ 1,068

- Definition

Total tax effect of the change in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges that is attributable to the parent entity. The change includes an entity's share of an equity investee's increase (decrease) in deferred hedging gains or losses.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 30
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=6921628&loc=SL4569643-111683

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=6921628&loc=SL4569616-111683

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(3)
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating activities
Net income (loss) including noncontrolling interests	$ 242,351	$ (61,660)	$ (267,413)
Adjustments to reconcile net income (loss) including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	211,476	212,387	194,436
Amortization of items charged to interest expense and interest income	9,601	12,581	10,733
Loss on sale of fixed assets	340	3,104	332
(Gain) loss from unconsolidated affiliates	(7,364)	25,974	1,121
Loss on early extinguishment of debt	12,212	519	4,793
Hollywood Casino Joliet fire			5,186
Loss on police services contract termination at Hollywood Casino Aurora		6,624
Gain on accelerated payment of other long-term obligations			(1,305)
Gain on litigation settlement		(9,619)
Gain on sale of corporate debt securities			(6,598)
Impairment loss on corporate debt securities		265
Deferred income taxes	21,560	(2,204)	(146,408)
Charge for stock-based compensation	24,330	25,954	28,360
Impairment losses		224,709	532,377
(Increase) decrease, net of businesses acquired
Accounts receivable	(6,064)	(1,338)	(16,091)
Insurance receivable	(1,073)	28,673
Prepaid expenses and other current assets	(4,648)	3,585	(13,160)
Other assets	(2,556)	10,160	(8,138)
Increase (decrease), net of businesses acquired
Accounts payable	397	477	(5,292)
Accrued expenses	8,382	505	4,837
Accrued interest	(4,038)	648	4,332
Accrued salaries and wages	8,961	7,824	10,228
Gaming, pari-mutuel, property and other taxes	2,047	7,506	(5,560)
Income taxes	49,285
Other current and noncurrent liabilities	2,849	6,827	11,401
Other noncurrent tax liabilities	(683)	(10,323)	75
Net cash provided by operating activities	567,365	493,178	338,246
Investing activities
Expenditures for property and equipment, net of reimbursements	(293,081)	(362,955)	(289,551)
Proceeds from sale of property and equipment	12,966	1,627	2,628
Proceeds from sale of corporate debt securities			50,602
Insurance proceeds related to damaged property and equipment	3,862	4,821	20,593
Purchase of outstanding loans of M Resorts LLC		(230,500)
Investment in joint ventures, net of proceeds received	(100,398)	(63,632)	(12,895)
Decrease (increase) in cash in escrow	28,975	(30,224)	(25,036)
Cash acquired, net of acquisitions of businesses and licenses	8,874	(55,895)	(9,000)
Net cash used in investing activities	(338,802)	(736,758)	(262,659)
Financing activities
Proceeds from exercise of options	16,719	11,488	5,431
Repurchase of common stock	(105,206)	(35,858)
Repurchase of preferred stock		(11,200)
Proceeds from issuance of long-term debt, net of issuance costs	1,773,232	212,732	762,068
Principal payments on long-term debt	(1,928,571)	(383,476)	(879,193)
Proceeds from insurance financing	17,406	18,271	15,454
Payments on insurance financing	(12,645)	(13,421)	(16,795)
(Repurchase of)/contributions from noncontrolling interest		(25,000)	1,900
Tax benefit from stock options exercised	2,557	3,311	2,388
Net cash used in financing activities	(236,508)	(223,153)	(108,747)
Net decrease in cash and cash equivalents	(7,945)	(466,733)	(33,160)
Cash and cash equivalents at beginning of year	246,385	713,118	746,278
Cash and cash equivalents at end of year	238,440	246,385	713,118
Supplemental disclosure
Interest expense paid	98,756	121,821	124,992
Income taxes paid	$ 90,702	$ 72,091	$ 109,200

Consolidated Statements of Cash Flows (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($)
Consolidated Statements of Cash Flows
Increased property and equipment, net	$ 203.7
Total current assets	13.7
Total other assets	2.4
Total current liabilities	$ 17.3

Business and Basis of Presentation

12 Months Ended

Dec. 31, 2011

Business and Basis of Presentation

Business and Basis of Presentation

1. Business and Basis of Presentation

Penn National Gaming, Inc. ("Penn") and subsidiaries (collectively, the "Company") is a diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. Penn is the successor to several businesses that have operated as Penn National Race Course since 1972. Penn was incorporated in Pennsylvania in 1982 as PNRC Corp. and adopted its current name in 1994, when the Company became a public company. In 1997, the Company began its transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, the Company has continued to expand its gaming operations through strategic acquisitions (including the acquisitions of Hollywood Casino Bay St. Louis and Boomtown Biloxi, CRC Holdings, Inc., the Bullwhackers properties, Hollywood Casino Corporation, Argosy Gaming Company, Zia Park Casino, Sanford-Orlando Kennel Club and The M Resorts LLC (the "M Resort") in June 2011), greenfield projects (such as at Hollywood Casino at Penn National Race Course, Hollywood Slots Hotel and Raceway and Hollywood Casino Perryville), and property expansions (such as Hollywood Casino at Charles Town Races and Hollywood Casino Lawrenceburg). Most recently, the Company, along with its joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012, and the Company anticipates opening facilities in Columbus and Toledo, Ohio in 2012.

As of December 31, 2011, the Company owned, managed, or had ownership interests in twenty-five facilities in the following eighteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates.

For purposes of comparability, certain prior year amounts have been reclassified to conform to the current year presentation.

Principles of Consolidation

12 Months Ended

Dec. 31, 2011

Principles of Consolidation

Principles of Consolidation

2. Principles of Consolidation

The consolidated financial statements include the accounts of Penn and its subsidiaries, including wholly-owned subsidiaries and subsidiaries that had a noncontrolling interest. Investment in and advances to unconsolidated affiliates are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Name Statement of Position (SOP)
-Publisher AICPA
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Name FASB Interpretation (FIN)
-Publisher FASB
-Number 46R
-Paragraph 4, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6359553&loc=d3e288-107754

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6921930&loc=d3e5614-111684

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
-SubTopic 235
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 272
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6970148&loc=SL6228881-111685

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 720
-SubTopic 15
-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
-Paragraph 8, C1, C7
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash equivalents, corporate securities, interest rate swap contracts and accounts receivable.

The Company's policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.

Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process. The Company issues markers to approved casino customers only following credit checks and investigations of creditworthiness. Marker balances issued to approved casino customers were $7.6 million at December 31, 2011, compared to $4.8 million at December 31, 2010.

The Company's receivables of $55.5 million and $44.5 million at December 31, 2011 and 2010, respectively, primarily consist of $10.9 million and $8.1 million, respectively, due from the West Virginia Lottery for gaming revenue settlements and capital reinvestment projects at the Hollywood Casino at Charles Town Races, $11.2 million and $11.1 million, respectively, for reimbursement of expenses paid on behalf of Casino Rama, $3.6 million and $4.1 million, respectively, for racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course, and markers issued to customers mentioned above.

Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company's receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit-related losses.

Fair Value of Financial Instruments

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:

Cash and Cash Equivalents

The fair value of the Company's cash and cash equivalents approximates the carrying value of the Company's cash and cash equivalents, due to the short maturity of the cash equivalents.

Investment in Corporate Debt Securities

The fair value of the investment in corporate debt securities is estimated based on a third party broker quote. The investment in corporate debt securities is measured at fair value on a recurring basis.

Loan Receivable

On June 1, 2011, following the purchase of all of the outstanding debt of the M Resort for $230.5 million and the receipt of requisite regulatory approvals, the Company acquired the business in exchange for the debt. The Company purchased all of the outstanding bank and subordinated debt of the M Resort in October 2010 at which time the Company also secured the right to acquire the business of the M Resort in exchange for the property's outstanding debt obligations. At December 31, 2010, the $230.5 million loan was recorded as a loan receivable within total other assets on the consolidated balance sheet. See Note 6 for further information.

Long-term Debt

The fair value of the Company's Term Loan B component of the senior secured credit facility and senior subordinated notes is estimated based on quoted prices in active markets. The fair value of the remainder of the Company's senior secured credit facility approximates its carrying value as it is variable rate debt. The fair value of the Company's other long-term obligations approximates its carrying value.

Interest Rate Swap Contracts

The fair value of the Company's interest rate swap contracts was measured at the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation, subject to a credit adjustment to the LIBOR-based yield curve's implied discount rates. The credit adjustment reflected the Company's best estimate as to the Company's credit quality at December 31, 2010. The interest rate swap contracts were measured at fair value on a recurring basis. There were no outstanding interest rate swap contracts as of December 31, 2011.

The estimated fair values of the Company's financial instruments are as follows (in thousands):

	2011				2010

December 31,	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	238,440	$	238,440	$	246,385	$	246,385
Investment in corporate debt securities		6,790		6,790		5,828		5,828
Loan receivable		—		—		230,500		230,500
Financial liabilities:
Long-term debt
Senior secured credit facility		1,714,001		1,716,720		1,589,125		1,589,125
Senior subordinated notes		325,000		353,438		575,000		612,875
Other long-term obligations		1,949		1,949		3,782		3,782
Interest rate swap contracts		—		—		16,746		16,746

See Note 21 for further information regarding the Company's assessment of the inputs used to measure the fair value for the investment in corporate debt securities and interest rate swap contracts.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income.

Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives:


Land improvements		5 to 15 years
Building and improvements		10 to 40 years
Furniture, fixtures, and equipment		3 to 7 years

Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.

The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.

The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.

Goodwill and Other Intangible Assets

At December 31, 2011, the Company had $1,180.4 million in goodwill and $421.6 million in other intangible assets within its consolidated balance sheet, representing 25.6% and 9.2% of total assets, respectively, resulting from the Company's acquisition of other businesses and payment for gaming licenses and racing permits. Two issues arise with respect to these assets that require significant management estimates and judgment: (i) the valuation in connection with the initial purchase price allocation; and (ii) the ongoing evaluation for impairment.

In connection with the Company's acquisitions, valuations are completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the reporting units to their carrying amount. If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill for that reporting unit. If the implied value of goodwill is less than the goodwill allocated for that reporting unit, an impairment loss is recognized.

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, "Intangibles-Goodwill and Other," the Company considers its gaming licenses, racing permits and the majority of its trademark intangible assets as indefinite-life intangible assets that do not require amortization based on the Company's future expectations to operate its gaming facilities indefinitely as well as its historical experience in renewing these intangible assets at minimal cost with various state gaming and racing commissions. Rather, these intangible assets are tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-life intangible assets exceed their fair value, an impairment loss is recognized.

The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value. The Company uses a market approach model, which includes the use of forecasted adjusted EBITDA (earnings before interest, taxes, charges for stock compensation, depreciation and amortization, gain or loss on disposal of assets, and certain other income and expenses, and inclusive of loss from unconsolidated affiliates) and adjusted EBITDA multiples, as the Company believes that adjusted EBITDA is a widely-used measure of performance in the gaming industry and as the Company uses adjusted EBITDA as the primary measurement of the operating performance of its properties (including the evaluation of operating personnel). In addition, the Company believes that an adjusted EBITDA multiple is the principal basis for the valuation of gaming companies. Changes in the estimated adjusted EBITDA multiples or forecasted operations can materially affect these estimates.

Forecasted adjusted EBITDA levels (based on the Company's annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which the Company's reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company's reporting units currently operate can result in opportunities for the Company to expand its operations. However, it also has the impact of increasing competition for the Company's established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted adjusted EBITDA.

The adjusted EBITDA multiple utilized by the Company in its goodwill impairment valuation methodology is determined based on the Company's current enterprise value, increased for a control premium. The control premium assumption is based on acquisitions of precedent transactions of comparable businesses. In evaluating the estimates derived by the market based approach, management assesses the relevance and reliability of the multiples by considering factors unique to its reporting units, including recent operating results, business plans, economic projections, anticipated future cash flows, and other market data. These considerations can lead the Company to modify its individual reporting units adjusted EBITDA multiple. EBITDA multiples can be significantly impacted by various factors, such as a company's present and future cost of capital, the future growth opportunities for the industry as well as for the company itself, general market sentiment, investors' perceptions of senior management's effectiveness at deploying capital and managing overall operations, as well as pending or recently completed merger transactions.

Assumptions and estimates about future adjusted EBITDA levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance the Company's overall value but may be to the detriment of an individual reporting unit.

Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed. Because the Company's goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying value of its intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized.

Debt Issuance Costs

Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness.

Comprehensive Income

The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income," which established standards for the reporting and presentation of comprehensive income in the consolidated financial statements. The Company presents comprehensive income in its consolidated statements of changes in shareholders' equity.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realizability of the deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The factors used to assess the likelihood of realization are the forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company has used tax-planning strategies to realize or renew net deferred tax assets in order to avoid the potential loss of future tax benefits.

ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The liability for unrecognized tax benefits is included in noncurrent tax liabilities within the consolidated balance sheets at December 31, 2011 and 2010.

Accounting for Derivatives and Hedging Activities

The Company uses fixed and variable-rate debt to finance its operations. Both funding sources have associated risks and opportunities, such as interest rate exposure, and the Company's risk management policy permits the use of derivatives to manage this exposure. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. Thus, uses of derivatives are strictly limited to hedging and risk management purposes in connection with managing interest rate exposure. Acceptable derivatives for this purpose include interest rate swap contracts, futures, options, caps, and similar instruments.

When using derivatives, the Company has historically desired to obtain hedge accounting, which is conditional upon satisfying specific documentation and performance criteria. In particular, the underlying hedged item must expose the Company to risks associated with market fluctuations and the instrument used as the hedging derivative must generate offsetting effects in prescribed magnitudes. If these criteria are not met, a change in the market value of the financial instrument and all associated settlements would be recognized as gains or losses in the period of change.

Under cash flow hedge accounting, effective derivative results are initially recorded in other comprehensive income ("OCI") and later reclassified to earnings, coinciding with the income recognition relating to the variable interest payments being hedged (i.e., when the interest expense on the variable-rate liability is recorded in earnings). Any hedge ineffectiveness (which represents the amount by which hedge results exceed the variability in the cash flows of the forecasted transaction due to the risk being hedged) is recorded in current period earnings. Under cash flow hedge accounting, derivatives are included in the consolidated balance sheets as assets or liabilities at fair value.

Previously, the Company had a number of interest rate swap contracts in place. These contracts served to mitigate income volatility for a portion of the Company's variable-rate funding. In effect, these interest rate swap contracts synthetically converted the portion of variable-rate debt being hedged to the equivalent of fixed-rate funding. Under the terms of the swap contracts, the Company received cash flows from the swap contract counterparties to offset the benchmark interest rate component of variable interest payments on the hedged financings, in exchange for paying cash flows based on the swap contracts' fixed rates. These two respective obligations were net-settled periodically. The fair value of the Company's interest rate swap contracts was measured at the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation, subject to a credit adjustment to the LIBOR-based yield curve's implied discount rates. The credit adjustment reflected the Company's best estimate as to the Company's credit quality. The interest rate swap contract liabilities were included in accrued interest within the consolidated balance sheets at December 31, 2010. There were no outstanding interest rate swap contracts as of December 31, 2011.

Effective July 1, 2011, the Company de-designated its interest rate swap contracts that historically qualified for cash flow hedge accounting. This was due to the new $2.15 billion senior secured credit facility that the Company entered into in July 2011. As a result, the loss in OCI related to these swaps of $4.7 million was amortized to interest expense over the swaps remaining lives. The total notional value of these swaps was $440 million, with $200 million expiring in October 2011 and the remainder maturing in December 2011. Subsequent to the de-designation date of July 1, 2011, the Company had accounted for changes in the fair value of these derivatives in earnings as a component of interest expense in the consolidated statements of operations.

In addition, the Company had certain other derivative instruments that were not designated to qualify for hedge accounting, which expired in May 2011. The periodic change in the mark-to-market of these derivative instruments had been recorded in current period earnings in interest expense in the consolidated statements of operations.

Credit risk relating to derivative counterparties is mitigated by using multiple, highly rated counterparties, and the credit quality of each is monitored on an ongoing basis.

See Note 11 for additional information related to the Company's derivatives.

Revenue Recognition and Promotional Allowances

Gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for chips and "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increase.

Food, beverage and other revenue, including racing revenue, is recognized as services are performed. Racing revenue includes the Company's share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, its share of wagering from import and export simulcasting, and its share of wagering from its off-track wagering facilities ("OTWs").

Revenue from the management service contract for Casino Rama is based upon contracted terms and is recognized when services are performed.

Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition—Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue.

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in food, beverage and other expense. The amounts included in promotional allowances for the years ended December 31, 2011, 2010 and 2009 are as follows:

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	24,646	$	23,980	$	23,316
Food and beverage		106,687		99,024		108,473
Other		10,483		10,398		10,986

Total promotional allowances	$	141,816	$	133,402	$	142,775

The estimated cost of providing such complimentary services for the years ended December 31, 2011, 2010 and 2009 are as follows:

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	9,149	$	9,188	$	9,406
Food and beverage		76,357		75,180		77,444
Other		6,430		6,544		6,590

Total cost of complimentary services	$	91,936	$	90,912	$	93,440

Gaming and Racing Taxes

The Company is subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which it operates. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states wagering occurs. In certain states in which the Company operates, gaming taxes are based on graduated rates. The Company records gaming tax expense at the Company's estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. Finally, the Company recognizes purse expense based on the statutorily required percentage of revenue that is required to be paid out in the form of purses to the winning owners of horseraces run at the Company's racetracks in the period in which wagering occurs. For the years ended December 31, 2011, 2010 and 2009, these expenses, which are recorded primarily within gaming expense in the consolidated statements of operations, was $1.06 billion, $975.7 million, and $947.1 million, respectively.

Earnings Per Share

The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share" ("ASC 260"). Basic EPS is computed by dividing net income applicable to common stock, excluding net income attributable to noncontrolling interests, by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options and unvested restricted shares.

At December 31, 2011, the Company had outstanding 12,275 shares of Series B Redeemable Preferred Stock (the "Preferred Stock"), which the Company determined qualified as a participating security as defined in ASC 260. Under ASC 260, a security is considered a participating security if the security may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a "participating security." The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the computation of basic EPS using the two-class method. Under the two-class method, basic EPS for the Company's Common Stock is computed by dividing net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock by the weighted-average common shares outstanding during the period. Diluted EPS for the Company's Common Stock is computed using the more dilutive of the two-class method or the if-converted method.

The following table sets forth the allocation of net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries for the year ended December 31, 2011 under the two-class method:

Year ended December, 31	2011

	(in thousands)
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to preferred stock		46,101
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2011:

Year ended December 31,	2011

	(in thousands)
Determination of shares:
Weighted-average common shares outstanding		77,991
Assumed conversion of dilutive employee stock-based awards		1,782
Assumed conversion of preferred stock		27,278

Diluted weighted-average common shares outstanding		107,051

Reflecting the issuance of the Preferred Stock and the repurchase of 225 shares of Preferred Stock during the year ended December 31, 2010, the Company is required to adjust its diluted weighted-average common shares outstanding for the purpose of calculating diluted EPS as follows: 1) when the price of the Company's Common Stock is less than $45, the diluted weighted-average common shares outstanding is increased by 27,277,778 shares (regardless of how much the stock price is below $45); 2) when the price of the Company's Common Stock is between $45 and $67, the diluted weighted-average common shares outstanding is increased by an amount which can be calculated by dividing $1.23 billion (face value) by the current price per share of the Company's Common Stock, which will result in an increase in the diluted weighted-average common shares outstanding of between 18,320,896 shares and 27,277,778 shares; and 3) when the price of the Company's Common Stock is above $67, the diluted weighted-average common shares outstanding is increased by 18,320,896 shares (regardless of how much the stock price exceeds $67).

The following table presents the calculation of basic and diluted EPS for the Company's Common Stock:

Year ended December 31,	2011

	(in thousands, except per share data)
Calculation of basic EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250
Weighted-average common shares outstanding		77,991
Basic EPS	$	2.52
Calculation of diluted EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Diluted weighted-average common shares outstanding		107,051
Diluted EPS	$	2.26

Since the Company reported a net loss for the years ended December 31, 2010 and 2009, it was required by ASC 260 to use basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding, when calculating diluted EPS. In addition, since the Company reported a loss from operations for the years ended December 31, 2010 and 2009, the Preferred Stock was not deemed to be a participating security for the years ended December 31, 2010 and 2009, pursuant to ASC 260. The basic weighted-average common shares outstanding for the years ended December 31, 2010 and 2009 were 78,078,602 and 78,121,571, respectively.

Options to purchase 3,004,402 shares were outstanding during the year ended December 31, 2011 but were not included in the computation of diluted EPS because they were antidilutive. Options to purchase 10,834,444 and 9,966,125 shares were outstanding during the years ended December 31, 2010 and 2009, respectively, but were not included in the computation of diluted EPS because they were antidilutive since the Company reported a loss from operations for the years ended December 31, 2010 and 2009.

Stock-Based Compensation

The Company accounts for stock compensation under ASC 718, "Compensation—Stock Compensation," which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant.

The fair value for stock options was estimated at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The risk-free interest rate was based on the United States ("U.S.") Treasury spot rate with a term equal to the expected life assumed at the date of grant. Expected volatility was estimated based on the historical volatility of the Company's stock price over a period of 5.82 years, in order to match the expected life of the options at the grant date. There is no expected dividend yield since the Company has not paid any cash dividends on its Common Stock since its initial public offering in May 1994 and since the Company intends to retain all of its earnings to finance the development of its business for the foreseeable future. The weighted-average expected life was based on the contractual term of the stock option and expected employee exercise dates, which was based on the historical and expected exercise behavior of the Company's employees. Forfeitures are estimated at the date of grant based on historical experience.

The following are the weighted-average assumptions used in the Black-Scholes option-pricing model at December 31, 2011, 2010 and 2009:

Year ended December 31,

Risk-free interest rate	1.04	%	2.27	%	2.80	%
Expected volatility	47.60	%	48.02	%	49.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.82		5.73		5.32
Forfeiture rate	5.00	%	5.00	%	5.00	%

Segment Information

During 2011, the Company realigned its reporting structure in connection with the hiring of an additional senior vice president of regional operations. The Company now has three senior vice presidents of regional operations who oversee various properties based primarily on their geographic locations and whom report directly to the Company's President and Chief Operating Officer. This event impacted how the Company's Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM") as that term is defined in ASC 280, "Segment Reporting" ("ASC 280"), measures and assesses the Company's business performance and has caused the Company to conclude that it now has reportable segments. Therefore, the Company has aggregated its properties into three reportable segments: (i) Midwest, (ii) East/West, and (iii) Southern Plains consistent with how the Company's CODM reviews and assesses the Company's financial performance.

The Midwest reportable segment consists of the following properties: Hollywood Casino Lawrenceburg, Hollywood Casino Aurora, Hollywood Casino Joliet, and Argosy Casino Alton. It also includes the Company's Casino Rama management service contract as well as the two Ohio properties that are currently under construction, Hollywood Casino Toledo and Hollywood Casino Columbus, which are scheduled to open by the end of May 2012 and November 1, 2012, respectively.

The East/West reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Perryville, Hollywood Slots Hotel and Raceway, Hollywood Casino at Penn National Race Course, Zia Park Casino, and M Resort.

The Southern Plains reportable segment consists of the following properties: Argosy Casino Riverside, Argosy Casino Sioux City, Hollywood Casino Baton Rouge, Hollywood Casino Tunica, Hollywood Casino Bay St. Louis, and Boomtown Biloxi. It also includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns the Hollywood Casino at Kansas Speedway which opened in February 2012.

The Other category consists of the Company's standalone racing operations, namely Beulah Park, Raceway Park, Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park and Valley Race Park, Freehold Raceway, and Maryland Jockey Club (which was sold in July 2011). If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's regional executives and reported in their respective reportable segment. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280 and our Bullwhackers property.

See Note 17 for further information with respect to the Company's segments.

Statements of Cash Flows

The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net income (loss) including noncontrolling interests to net cash flow from operating activities.

Acquisitions

The Company accounts for its acquisitions in accordance with ASC 805, "Business Combinations." The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition.

Certain Risks and Uncertainties

The Company faces intense gaming competition in most of the markets where its properties operate. Various states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents potential opportunities for the Company to establish new properties; however, this also presents potential competitive threats to the Company's existing properties. For example, the Company's two largest properties in terms of net revenues will face new sources of significant competition in the near term. Namely, a casino scheduled to open in 2013 in Cincinnati, Ohio will compete in the same market as Hollywood Casino Lawrenceburg and increased competition to Hollywood Casino at Charles Town Races is anticipated in 2012 from the opening of a significant casino complex at the Arundel Mills mall in Anne Arundel, Maryland. Although these openings will have a significant impact on the Company's operations, they are anticipated to be mitigated by the Company's planned openings of Hollywood Casino Toledo and Hollywood Casino Columbus in Ohio. However, no assurance can be given that these casinos in Toledo and Columbus will open as scheduled or be as successful as anticipated.

The Company's operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations.

The Company is dependent on each gaming property's local market for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company's results of operations could be adversely affected.

The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations.

The Company is dependent upon a stable gaming and admission tax structure in the locations that it operates in. Any change in the tax structure could have a material adverse affect on future results of operations.

New Accounting Pronouncements

12 Months Ended

Dec. 31, 2011

New Accounting Pronouncements

New Accounting Pronouncements

4. New Accounting Pronouncements

In December 2011, the FASB issued amendments to enhance disclosures about offsetting and related arrangements. This information will enable the users of the financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of setoff associated with certain financial and derivative instruments. These amendments are effective for annual reporting periods, and interim periods within those years, beginning on or after January 1, 2013. The disclosures required by these amendments should be provided retrospectively for all comparative periods presented. Management does not believe that these amendments will have a material impact on the consolidated financial statements.

In September 2011, the FASB issued amendments to simplify how entities test goodwill for impairment. Under the updated guidance, an entity now has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the assessment of qualitative factors leads to a determination that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then the entity is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing it against its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. Under the new guidance, an entity can elect to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, however the Company did not early adopt this amendment.

In June 2011, the FASB issued amendments to guidance regarding the presentation of comprehensive income. The amendments eliminate the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments require that comprehensive income be presented in either a single continuous statement or in two separate but consecutive statements. In a single continuous statement, the entity would present the components of net income and total net income, the components of OCI and a total of OCI, along with the total of comprehensive income in that statement. In the two-statement approach, the entity would present components of net income and total net income in the statement of net income and a statement of OCI would immediately follow the statement of net income and include the components of OCI and a total for OCI, along with a total for comprehensive income. The amendments also require the entity to present on the face of the financial statements any reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments do not change the items that must be reported in OCI, when an item of OCI must be reclassed to net income or the option to present components of OCI either net of related tax effects or before related tax effects. The amendments, excluding the specific requirement to present on the face of the financial statements any reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented which was deferred by the FASB in December 2011, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively. The Company adopted the guidance, except for the deferred requirement to present reclassification adjustments in the statement(s) where the components of net income and the components of OCI are presented, as of January 1, 2012. The Company plans to present comprehensive income in two separate but consecutive statements.

In May 2011, the FASB issued amendments to existing fair value measurement guidance in order to achieve common requirements for measuring fair value and disclosures in accordance with GAAP and International Financial Reporting Standards. The guidance clarifies how a principal market is determined, addresses the fair value measurement of instruments with offsetting market or counterparty credit risks, addresses the concept of valuation premise and highest and best use, extends the prohibition on blockage factors to all three levels of the fair value hierarchy and requires additional disclosures. The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The Company adopted the guidance as of January 1, 2012, which did not have a material impact on the consolidated financial statements.

In April 2010, the FASB issued guidance on accruing for jackpot liabilities. The guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can legally avoid paying that jackpot (for example, by removing the gaming machine from the casino floor). Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. This guidance applies to both base jackpots and the incremental portion of progressive jackpots. However, the guidance only affected the accounting for base jackpots, as the guidance uses the same principle that is applied by the Company to the incremental portion of progressive jackpots. The guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. This guidance was applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption. The Company adopted the guidance as of January 1, 2011, and as such, recorded a cumulative-effect adjustment, which increased retained earnings by $2.9 million.

Acquisitions and Other Recent Business Ventures

12 Months Ended

Dec. 31, 2011

Acquisitions and Other Recent Business Ventures

Acquisitions and Other Recent Business Ventures

5. Acquisitions and Other Recent Business Ventures

Sale of Maryland Jockey Club Interest

In July 2011, the Company sold its joint venture interest in the Maryland Jockey Club. See Note 7 for further discussion.

M Resort Transaction

Texas Joint Venture Interest

On April 8, 2011, the Company established a joint venture that owns and operates racetracks in Texas. See Note 7 for further discussion.

Rosecroft Acquisition

On February 28, 2011, the Company completed its acquisition of Rosecroft Raceway in Oxon Hill, Maryland following the completion of a bankruptcy auction and approval of the purchase by a U.S. Bankruptcy Court judge. Rosecroft Raceway, located approximately 13 miles south of Washington, D.C., is situated on approximately 125 acres just outside the Washington I-495 Beltway in Prince George's county. The Rosecroft facility features a ⁵/8-mile standardbred race track with a seven race paddock, a 53,000 square foot grandstand building, and a 96,000 square foot three story clubhouse building with dining facilities. In August 2011, Rosecroft Raceway re-opened for simulcasting and live standardbred racing resumed in late October 2011.

Beulah Park Acquisition

On July 1, 2010, the Company completed its acquisition of Beulah Park in Grove City, Ohio from Heartland Jockey Club Ltd. Located on approximately 210 acres just outside of Columbus, Ohio, Beulah Park is a thoroughbred racing facility that features live thoroughbred racing from October to May as well as simulcast wagering from a number of nationwide tracks. Beulah Park includes a grandstand, outdoor paddock, a clubhouse facility and numerous food and dining options. The results of Beulah Park have been included in the Company's consolidated financial statements since the July 1, 2010 acquisition date.

Loan Receivable

12 Months Ended

Dec. 31, 2011

Loan Receivable

Loan Receivable

6. Loan Receivable

The Company purchased all of the outstanding bank and subordinated debt of the M Resort in October 2010 for $230.5 million at which time the Company also secured the right to acquire the business of the M Resort in exchange for the property's outstanding debt obligations. At December 31, 2010, the $230.5 million loan was recorded as a loan receivable within total other assets on the consolidated balance sheet. On June 1, 2011, following the requisite regulatory approvals, the Company acquired the business in exchange for the debt. This non-cash transaction resulted in the removal of the Company's loan receivable and the purchase price allocation resulted in an increase to property and equipment, net, total current assets, total other assets, and total current liabilities, of $203.7 million, $13.7 million, $2.4 million, and $17.3 million, respectively based on their estimated fair values at June 1, 2011.

- Definition

The entire disclosure for claims held for amounts due a company. Examples include trade accounts receivables, notes receivables, loans receivables.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 3, 4
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 7
-Article 9

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 01-6
-Paragraph 13
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.3,4)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5074-111524

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5066-111524

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5162-111524

+ Details

Investment In and Advances to Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2011

Investment In and Advances to Unconsolidated Affiliates

Investment In and Advances to Unconsolidated Affiliates

7. Investment In and Advances to Unconsolidated Affiliates

As of December 31, 2011, investment in and advances to unconsolidated affiliates primarily included the Company's 50% interest in Freehold Raceway, its 50% investment in Kansas Entertainment, which is a joint venture with International Speedway Corporation ("International Speedway"), and its 50% joint venture with MAXXAM, Inc. ("MAXXAM") that owns and operates racetracks in Texas. These investments are more fully described below.

Texas Joint Venture

On April 8, 2011, following final approval by the Texas Racing Commission, the Company completed its investment in a joint venture with MAXXAM that owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a planned racetrack in Laredo, Texas. Under the terms of the joint venture, the Company secured a 50% interest in the joint venture, which has sole ownership of the above facilities including interests in 323 acres at Sam Houston Race Park, 80 acres at Valley Race Park, and an option to purchase 135 acres for the planned racetrack in Laredo, Texas.

Sam Houston Race Park, opened in April 1994, is located 15 miles northwest from downtown Houston along Beltway 8. Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year. Valley Race Park, which was opened in 1990 and acquired by Sam Houston Race Park in 2000, is a 91,000 square foot dog racing and simulcasting facility located in Harlingen, Texas.

The Company intends to work collaboratively with MAXXAM to strengthen and enhance the existing racetrack operations as well as pursue other opportunities, including the potential for gaming operations at the pari-mutuel facilities, to maximize the overall value of the business. As part of the agreement for the joint venture, the Company agreed to fund, upon the legalization of gaming, a loan to the joint venture for up to $375 million to cover development costs that cannot be financed through third party debt. This loan commitment is in place through December 31, 2015, however it may be extended to December 31, 2016 in order to obtain gaming referendum approval in the event gaming legislation approval has occurred prior to December 31, 2015. If the joint venture elects to utilize the loan, the rates to be paid will be LIBOR plus 800 to 900 basis points for a senior financing and an additional 500 to 600 basis points for a subordinated financing.

The Company determined that the Texas joint venture did not qualify as a variable interest entity ("VIE") at December 31, 2011. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture at, and for the year ended December 31, 2011, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture's economic performance without the input of MAXXAM. Therefore, the Company did not consolidate its investment in the joint venture at, and for the year ended December 31, 2011.

Kansas Entertainment

In December 2009, Kansas Entertainment was selected by the Kansas Lottery Gaming Facility Review Board to develop and operate a facility in the North East Gaming Zone in Wyandotte County, Kansas, and in February 2010, Kansas Entertainment received the final approval under the Kansas Expanded Lottery Act, along with its gaming license from the Kansas Racing and Gaming Commission, to proceed with the development of an approximately $411 million Hollywood-themed destination facility overlooking Turn 2 at Kansas Speedway.

Kansas Entertainment recently completed the construction of its planned $411 million facility, inclusive of licensing fees, which features a 95,000 square foot casino with approximately 2,000 slot machines, 52 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety of dining and entertainment facilities. The Company and International Speedway shared equally in the cost of developing and constructing the facility. The Company estimates that its share of the project will be approximately $155 million. During the years ended December 31, 2011, 2010 and 2009, the Company funded $70.9 million, $30.6 million and $12.9 million, respectively, for capital expenditures and other operating expenses.

The Company determined that Kansas Entertainment qualified as a VIE at December 31, 2011 and 2010. The Company did not consolidate its investment in Kansas Entertainment at, and for the years ended December 31, 2011 and 2010, as the Company determined that it did not qualify as the primary beneficiary of Kansas Entertainment at, and for the years ended December 31, 2011 and 2010, primarily as it did not have the ability to direct the activities of Kansas Entertainment that most significantly impacted Kansas Entertainment's economic performance without the input of International Speedway. In addition, the Company determined that International Speedway had substantive participating rights in Kansas Entertainment at, and for the years ended December 31, 2011 and 2010.

Sale of Maryland Jockey Club Interest

In July 2011, the Company sold its joint venture interest in Maryland RE & R LLC, a joint venture with MI Developments, Inc. that owned and operated the Maryland Jockey Club. This transaction resulted in a gain of $20.2 million which was included in gain (loss) from unconsolidated affiliates within the consolidated statement of operations for the year ended December 31, 2011.

For the year ended December 31, 2010, the Company's share of losses in the Maryland Jockey Club included a $14.4 million charge for the Company's share of a goodwill impairment write-down recorded by the Maryland Jockey Club during the fourth quarter of 2010 as a result of the negative outcome related to the zoning referendum in which voters approved a proposed casino complex at the Arundel Mills mall in Anne Arundel, Maryland.

New Jersey Joint Venture

During the fourth quarter of 2011, the Company recorded a $5.9 million charge to reflect its share of a goodwill impairment recorded at its joint venture. This charge reduced the Company's investment balance to $11.2 million at December 31, 2011. The Company believes this amount is realizable based on its share of the underlying fair value of the business which was utilized in the joint venture's goodwill impairment analysis.

The Company determined that the New Jersey joint venture did not qualify as a VIE at December 31, 2011 and 2010. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture at, and for the years ended December 31, 2011 and 2010, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture's economic performance without the input of Greenwood Limited Jersey, Inc. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended December 31, 2011 and 2010.

Property and Equipment

12 Months Ended

Dec. 31, 2011

Property and Equipment

Property and Equipment

8. Property and Equipment

Property and equipment, net, consists of the following:

December 31,	2011			2010

	(in thousands)
Land and improvements	$	362,402		$	298,482
Building and improvements		1,715,144			1,534,117
Furniture, fixtures, and equipment		1,021,362			938,443
Leasehold improvements		16,910			17,089
Construction in progress		256,459			106,963

Total property and equipment		3,372,277			2,895,094
Less accumulated depreciation		(1,095,077	)		(929,320	)

Property and equipment, net	$	2,277,200		$	1,965,774

During the year ended December 31, 2011, total property and equipment increased by $477.2 million primarily due to the M Resort transaction that closed on June 1, 2011, as well as expenditures for the facilities under construction in Ohio.

Depreciation expense, for property and equipment, totaled $209.3 million, $206.6 million, and $187.8 million in 2011, 2010 and 2009, respectively. Interest capitalized in connection with major construction projects was $5.6 million, $5.5 million, and $7.0 million in 2011, 2010 and 2009, respectively.

On May 4, 2010, in a statewide election in Ohio, the voters determined that the Company's casino in Columbus will be located at the site of the former Delphi Automotive plant along Columbus's West Side. As a result of the election, the Company initiated the process to sell the parcel of land that it purchased in Columbus's Arena District, the original site approved by voters, and reclassified the land as held for sale. The Company obtained an appraisal to determine the estimated fair market value of the land and recorded a pre-tax impairment charge of $31.3 million ($20.1 million, net of taxes) during the year ended December 31, 2010, which was comprised of the difference between the land's estimated fair market value less costs to sell and its carrying value. This land was sold in August 2011, which did not have a significant impact on the Company's consolidated statement of operations.

During the year ended December 31, 2009, the Company recorded a pre-tax impairment charge for the replaced Lawrenceburg vessel of $11.9 million ($7.1 million, net of taxes) in conjunction with the opening of the new casino riverboat at Hollywood Casino Lawrenceburg. During the year-ended December 31, 2010, the Company recorded a $0.2 million charge on this replaced vessel.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

9. Goodwill and Other Intangible Assets

A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands):


Balance at January 1, 2010:
Goodwill	$	2,024,963
Accumulated goodwill impairment losses		(645,002	)

Goodwill, net	$	1,379,961

Goodwill impairment losses		(188,855	)
Other		(5,350	)

Balance at December 31, 2010:
Goodwill	$	2,019,613
Accumulated goodwill impairment losses		(833,857	)

Goodwill, net	$	1,185,756

Goodwill impairment losses		—
Other		(5,397	)

Balance at December 31, 2011:
Goodwill	$	2,014,216
Accumulated goodwill impairment losses		(833,857	)

Goodwill, net	$	1,180,359

Goodwill consists mainly of goodwill from the acquisitions of Hollywood Casino Corporation in March 2003, Argosy in October 2005 and Zia Park Casino in April 2007.

During the year ended December 31, 2010, goodwill decreased by $194.2 million. Due to decreased earning projections at the Company's properties in the Chicagoland regional market resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, the Company recorded a pre-tax impairment charge of $144.6 million ($144.6 million, net of taxes) and $44.2 million ($28.4 million, net of taxes) for Hollywood Casino Aurora and Hollywood Casino Joliet, respectively, during the year ended December 31, 2010, as the Company determined that a portion of the value of the goodwill associated with the original purchase of Hollywood Casino Aurora and Hollywood Casino Joliet was impaired.

During the year ended December 31, 2009, goodwill decreased by $218.6 million. As a result of the anticipated impact of gaming expansion in Ohio, the Company recorded a pre-tax impairment charge of $213.3 million ($188.7 million, net of taxes) during the year ended December 31, 2009, as the Company determined that a portion of the value of the goodwill associated with the original purchase of Hollywood Casino Lawrenceburg was impaired.

The table below presents the gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets at December 31, 2011 and 2010:

	2011						2010

December 31,	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)
Indefinite-life intangible assets	$	421,260	$	—	$	421,260	$	412,686	$	—	$	412,686
Other intangible assets		49,666		49,333		333		49,600		47,134		2,466

Total	$	470,926	$	49,333	$	421,593	$	462,286	$	47,134	$	415,152

Indefinite-life intangible assets consist mainly of gaming licenses and racing permits.

During the year ended December 31, 2010, indefinite-life intangible assets increased by $34.2 million, primarily due to the gaming license for table games at Hollywood Casino at Penn National Race Course and the indefinite-life intangible assets, primarily a racing permit, acquired as part of Beulah Park, which were partially offset by the write-down of the Argosy trademark intangible asset for $4.4 million ($2.8 million, net of taxes) due to management's strategy to transition Argosy properties to the Hollywood Casino brand.

During the year ended December 31, 2009, indefinite-life intangible assets decreased by $310.2 million. As a result of the anticipated impact of gaming expansion in Ohio, the Company recorded a pre-tax impairment charge of $307.2 million ($180.1 million, net of taxes), as the Company determined that a portion of the value of the indefinite-life intangible assets associated with the original purchase of Hollywood Casino Lawrenceburg was impaired.

The Company's intangible asset amortization expense was $2.2 million, $5.8 million, and $6.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2011 (in thousands):


2012	$	237
2013		38
2014		38
2015		20

Total	$	333

The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2011 is shown below (in thousands):

Reporting Unit	Remaining Goodwill and other intangible assets at December 31, 2011

Hollywood Casino Lawrenceburg	$	362,491
Hollywood Casino Joliet		210,158
Hollywood Casino Aurora		207,207
Argosy Casino Riverside		159,296
Zia Park Casino		145,777
Argosy Casino Alton		135,511
Argosy Casino Sioux City		92,795
Hollywood Casino Baton Rouge		75,521
Others		213,196

Total	$	1,601,952

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Investment in Corporate Securities

12 Months Ended

Dec. 31, 2011

Investment in Corporate Securities

Investment in Corporate Securities

10. Investment in Corporate Securities

During the year ended December 31, 2008, the Company made a $47.3 million investment in the corporate debt securities of other gaming companies. During the year ended December 31, 2009, the Company sold $42.2 million of this investment and recorded a $6.6 million gain, which is included in other income (expenses) within the consolidated statements of operations. The Company's investment in corporate debt securities are accounted for as an available-for-sale investment security and are included in other assets within the consolidated balance sheets.

The remaining investment had a fair value totaling $6.8 million and $5.8 million at December 31, 2011 and 2010, respectively. During 2010, the issuer of the security went into default on its obligations as it ceased making interest payments and the security was downgraded by certain rating agencies. As a result, during the year ended December 31, 2010, the Company recorded a pre-tax charge of $0.3 million, which is included in other income (expenses) within the consolidated statements of operations, to write down the investment to its fair value, which was based on the transaction prices of the security subsequent to when the issuer defaulted on its obligations. The Company will continue to account for this security as an available for sale investment and will monitor its realizability in future periods. At December 31, 2011, the investment had an unrealized gain within accumulated other comprehensive loss within the consolidated balance sheet of $1.1 million.

- Definition

Tabular disclosure of investments in certain debt and equity securities (and certain other trading assets) which include all debt and equity securities (other than those equity securities accounted for under the equity or cost methods of accounting) with readily determinable fair values. Other trading assets include assets that are carried on the balance sheet at fair value and held for trading purposes. A debt security represents a creditor relationship with an enterprise that is in the form of a security. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities (and other trading assets).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 3, 19, 20, 21, 22, 137
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6379141&loc=d3e15032-111544

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27161-111563

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 320
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6957658&loc=d3e62557-112803

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27357-111563

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27290-111563

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27405-111563

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27232-111563

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Debt Security
-URI http://asc.fasb.org/extlink&oid=6509901
-Topic 320

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Equity Security
-URI http://asc.fasb.org/extlink&oid=6511694
-Topic 320

+ Details

Long-term Debt and Derivatives

12 Months Ended

Dec. 31, 2011

Long-term Debt and Derivatives

Long-term Debt and Derivatives

11. Long-term Debt and Derivatives

Long-term debt, net of current maturities, is as follows:

December 31,	2011			2010

	(in thousands)
Senior secured credit facility	$	1,715,750		$	1,589,125
$250 million 6³/4% senior subordinated notes due March 2015		—			250,000
$325 million 8³/4% senior subordinated notes due August 2019		325,000			325,000
Other long-term obligations		1,949			3,782
Capital leases		2,215			3,216

		2,044,914			2,171,123
Less current maturities of long-term debt		(44,559	)		(357,927	)
Less discount on senior secured credit facility Term Loan B		(1,749	)		—

	$	1,998,606		$	1,813,196

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2011 (in thousands):


2012	$	44,559
2013		51,340
2014		68,848
2015		77,605
2016		767,114
Thereafter		1,035,448

Total minimum payments	$	2,044,914

Senior Secured Credit Facility

On July 14, 2011, the Company entered into a new $2.15 billion senior secured credit facility, which is comprised of a $700 million revolving credit facility that will mature in July 2016, a $700 million variable rate Term Loan A due in July 2016 and a $750 million variable rate Term Loan B due in July 2018. The interest rates payable on the facilities are based on the leverage ratios of the Company as defined in the debt agreements, however, based on current borrowing levels, the Company will pay LIBOR plus 150 basis points on the revolver and Term Loan A and LIBOR plus 275 basis points on Term Loan B (subject to a 1% LIBOR floor). The Company utilized the proceeds of the two term loan borrowings and cash on hand to retire its previous senior secured credit facility obligation of $1,518.1 million (which had significant principal repayments due at the end of 2011 and 2012) and pay transaction costs and accrued interest and fees on the retired debt. As a result of this refinancing, the Company incurred debt extinguishment charges of $10.2 million during the year ended December 31, 2011.

The Company's senior secured credit facility had a gross outstanding balance of $1,715.8 million at December 31, 2011, consisting of $287.0 million drawn under the revolving credit facility, a $682.5 million Term Loan A facility, and a $746.3 million Term Loan B facility. Additionally, at December 31, 2011, the Company was contingently obligated under letters of credit issued pursuant to the $2.15 billion senior secured credit facility with face amounts aggregating $24.9 million, resulting in $388.1 million of available borrowing capacity as of December 31, 2011 under the revolving credit facility.

Redemption of 6³/4% Senior Subordinated Notes

In July 2011, the Company announced its intention to redeem all of its $250 million 6³/4% senior subordinated notes. The redemption price was $1,022.50 per $1,000 principal amount, plus accrued and unpaid interest, which was paid in August 2011. The Company funded the redemption of its $250 million 6³/4% senior subordinated notes from its new revolving credit facility and available cash. The Company recorded a $7.6 million loss on early extinguishment of debt during the year ended December 31, 2011 related to debt issuance costs write-offs and the call premium on the $250 million 6³/4% senior subordinated notes.

8³/4% Senior Subordinated Notes

In August 2009, the Company completed an offering of $325 million 8³/4% senior subordinated notes that mature on August 15, 2019. Interest on the $325 million 8³/4% senior subordinated notes is payable on February 15 and August 15 of each year. The $325 million 8³/4% senior subordinated notes are general unsecured obligations and are not guaranteed by the Company's subsidiaries and were issued in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. At any time prior to August 15, 2014, the Company may redeem all or part of the 8³/4% senior subordinated notes at par plus the present value (discounted at the treasury rate plus 50 basis points) of scheduled interest payments through August 15, 2014, along with accrued and unpaid interest, if any, at the date of redemption. On or after August 15, 2014, the Company may redeem all or part of the 8³/4% senior subordinated notes at a redemption price of 104.375% which gradually reduces to par by 2017.

Other Long-Term Obligations

In April 2010, the Company entered into a termination contract with the city of Aurora, Illinois, whereby the Company will pay $7 million in lieu of perpetual annual payments (of approximately $1 million) to have off duty Aurora police officials provide security at Hollywood Casino Aurora each day. Payments of $1.5 million were made on June 1, 2010 and September 1, 2010 and a payment of $2.0 million was made on June 1, 2011. A final payment of $2.0 million is due on June 1, 2012. This liability was discounted using an estimate of the Company's incremental borrowing rate over the term of the obligation. The accretion of this discount is recorded in interest expense in the consolidated statements of operations.

Covenants

The Company's senior secured credit facility and $325 million 8³/4% senior subordinated notes require it, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company's senior secured credit facility and $325 million 8³/4% senior subordinated notes restrict, among other things, the Company's ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

At December 31, 2011, the Company was in compliance with all required financial covenants.

Interest Rate Swap Contracts

In accordance with the terms of its previous senior secured credit facility, the Company was required to enter into fixed-rate debt or interest rate swap agreements in an amount equal to 50% of the Company's consolidated indebtedness, excluding the revolving credit facility, within 100 days of the closing date of the previous senior secured credit facility. This requirement was not included in the new senior secured credit facility. As discussed in Note 3, the Company de-designated its cash flow hedges on July 1, 2011 in connection with its new senior secured credit facility.

The effect of derivative instruments on the consolidated statement of operations for the year ended December 31, 2011 was as follows (in thousands):

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(672	)	Interest expense	$	(8,173	)	None	$	—

Total	$	(672	)		$	(8,173	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	(10	)

Total		$	(10	)

The effect of derivative instruments on the consolidated statement of operations for the year ended December 31, 2010 was as follows (in thousands):

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(13,998	)	Interest expense	$	(24,424	)	None	$	—

Total	$	(13,998	)		$	(24,424	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	(60	)

Total		$	(60	)

The effect of derivative instruments on the consolidated statement of operations for the year ended December 31, 2009 was as follows (in thousands):

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(23,478	)	Interest expense	$	(30,358	)	None	$	—

Total	$	(23,478	)		$	(30,358	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	359

Total		$	359

In addition, during the years ended December 31, 2011, 2010 and 2009, the Company amortized to interest expense $7.2 million, $15.4 million and $15.9 million, respectively, in OCI related to the derivatives that were de-designated as hedging instruments under ASC 815, "Derivatives and Hedging."

There were no outstanding interest rate swap contracts as of December 31, 2011. Unrealized losses for the Company's interest rate swap contracts within accumulated other comprehensive loss within the consolidated balance sheet at December 31, 2010 was $9.4 million. The following table sets forth the fair value of the interest rate swap contract liabilities included in accrued interest within the consolidated balance sheet at December 31, 2010:

	December 31, 2010

	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate swap contracts	Accrued interest	$	13,034

Total derivatives designated as hedging instruments		$	13,034

Derivatives not designated as hedging instruments
Interest rate swap contracts	Accrued interest	$	3,712

Total derivatives not designated as hedging instruments		$	3,712

Total derivatives		$	16,746

Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

Litigation

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company's consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

The following proceedings could result in costs, settlements, damages, or rulings that materially impact the Company's consolidated financial condition or operating results. In each instance, the Company believes that it has meritorious defenses, claims and/or counter-claims, and intends to vigorously defend itself or pursue its claim.

The Illinois Legislature passed into law House Bill 1918, effective May 26, 2006, which singled out four of the nine Illinois casinos, including the Company's Hollywood Casino Joliet and Hollywood Casino Aurora, for a 3% surcharge to subsidize local horse racing interests. On May 30, 2006, Hollywood Casino Joliet and Hollywood Casino Aurora joined with the two other riverboats affected by the law, Harrah's Joliet and the Grand Victoria Casino in Elgin (collectively, the "Four Casinos"), and filed suit in the Circuit Court of the Twelfth Judicial District in Will County, Illinois (the "Court"), asking the Court to declare the law unconstitutional. Hollywood Casino Joliet and Hollywood Casino Aurora began paying the 3% surcharge into a protest fund which accrued interest during the pendency of the lawsuit. In two orders dated March 29, 2007 and April 20, 2007, the Court declared the law unconstitutional under the Uniformity Clause of the Illinois Constitution and enjoined the collection of this surcharge. The State of Illinois requested, and was granted, a stay of this ruling. As a result, Hollywood Casino Joliet and Hollywood Casino Aurora continued paying the 3% surcharge into the protest fund until May 25, 2008, when the 3% surcharge expired. The State of Illinois appealed the ruling to the Illinois Supreme Court. On June 5, 2008, the Illinois Supreme Court reversed the trial court's ruling and issued a decision upholding the constitutionality of the 3% surcharge. On January 21, 2009, the Four Casinos filed a petition for certiorari, requesting the U.S. Supreme Court to hear the case. Seven amicus curiae briefs supporting the plaintiffs' request were also filed. On June 8, 2009, the U.S. Supreme Court decided not to hear the case. On June 10, 2009, the Four Casinos filed a petition with the Court to open the judgment based on new evidence that came to light during the investigation of former Illinois Governor Rod Blagojevich that the 2006 law was procured by corruption. On August 17, 2009, the Court dismissed the Four Casinos' petition to reopen the case, and the Four Casinos decided not to pursue an appeal of the dismissal.

On December 15, 2008, former Illinois Governor Rod Blagojevich signed Public Act No. 95-1008 requiring the Four Casinos to continue paying the 3% surcharge to subsidize Illinois horse racing interests. On January 8, 2009, the Four Casinos filed suit in the Court, asking it to declare the law unconstitutional. The 3% surcharge being paid pursuant to Public Act No. 95-1008 was paid into a protest fund where it accrued interest. The defendants filed a motion to dismiss, which was granted on August 17, 2009. The Four Casinos appealed the dismissal and filed motions to keep the payments in the protest fund while the appeal is being litigated. The motion to keep the monies in the protest fund was denied and the funds were released to the racetracks. On January 27, 2011, the Illinois appellate court affirmed the trial court's dismissal of this case. Hollywood Casino Joliet and Hollywood Casino Aurora asked the Illinois Supreme Court to hear an appeal of this dismissal and this request was denied. The monies paid into the protest fund have been transferred by the State of Illinois to the racetracks. The payment of the 3% surcharge under the 2008 statute ended on July 14, 2011 with the opening of the new casino in Des Plaines, Illinois.

On June 12, 2009, the Four Casinos filed a lawsuit in Illinois Federal Court naming former Illinois Governor Rod Blagojevich, his campaign fund, racetrack owner John Johnston, and his two racetracks as defendants alleging a civil conspiracy in violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §1962(c),(d) ("RICO"), based on an illegal scheme to secure the enactment of the 3% surcharge legislation in exchange for the payment of money by Johnston and entities controlled by him. The Four Casinos sought to impose a constructive trust over all funds paid under the surcharge, and therefore all of the Illinois racetracks were named as parties to the lawsuit. The defendants in the RICO case filed motions to dismiss. On December 7, 2009, the district court denied the motions to dismiss the RICO count, but it granted the motion to dismiss the constructive trust count, stating that it did not have jurisdiction in this case to impose the constructive trust. The Four Casinos appealed this dismissal to the Seventh Circuit Court of Appeals, which affirmed the dismissal in an en banc opinion. The Illinois racetracks are now free to use the monies that they received from the 3% surcharge. Since the passing of House Bill 1918 into law, Hollywood Casino Joliet and Hollywood Casino Aurora have recognized approximately $55.2 million in expense as a result of the 3% surcharge, including $5.5 million during the year ended December 31, 2011. The 3% surcharge is included in gaming expense within the consolidated statements of operations.

On July 16, 2008, the Company was served with a purported class action lawsuit brought by plaintiffs seeking to represent a class of shareholders who purchased shares of the Company's Common Stock between March 20, 2008 and July 2, 2008. The lawsuit alleges that the Company's disclosure practices relative to the proposed transaction with Fortress Investment Group LLC ("Fortress") and Centerbridge Partners, L.P. ("Centerbridge") and the eventual termination of that transaction were misleading and deficient in violation of the Securities Exchange Act of 1934. The complaint, which seeks class certification and unspecified damages, was filed in federal court in Maryland. The complaint was amended, among other things, to add three new named plaintiffs and to name Peter M. Carlino, Chairman and Chief Executive Officer, and William J. Clifford, Senior Vice President and Chief Financial Officer, as additional defendants. The Company filed a motion to dismiss the complaint in November 2008, and the court granted the motion and dismissed the complaint with prejudice. The plaintiffs filed a motion for reconsideration, which was denied on October 21, 2009. The plaintiffs subsequently appealed the dismissal to the Fourth Circuit Court of Appeals and an oral argument was heard on October 26, 2010. On March 14, 2011, the Fourth Circuit Court of Appeals affirmed the decision of the lower court. The plaintiffs have requested the U.S. Supreme Court to consider an appeal of the decision. In October 2011, the U.S. Supreme Court denied the application for an appeal.

On September 11, 2008, the Board of County Commissioners of Cherokee County, Kansas (the "County") filed suit against Kansas Penn Gaming, LLC ("KPG," a wholly-owned subsidiary of Penn created to pursue a development project in Cherokee County, Kansas) and the Company in the District Court of Shawnee County, Kansas. The petition alleges that KPG breached its pre-development agreement with the County when KPG withdrew its application to manage a lottery gaming facility in Cherokee County and currently seeks in excess of $50 million in damages. In connection with their petition, the County obtained an ex-parte order attaching the $25 million privilege fee (which is included in current assets) paid to the Kansas Lottery Commission in conjunction with the gaming application for the Cherokee County zone. The defendants have filed motions to dissolve and reduce the attachment. Those motions were denied. Following discovery, both parties have filed dispositive motions.

On September 23, 2008, KPG filed an action against HV Properties of Kansas, LLC ("HV") in the U.S. District Court for the District of Kansas seeking a declaratory judgment from the U.S. District Court finding that KPG has no further obligations to HV under a Real Estate Sale Contract (the "Contract") that KPG and HV entered into on September 6, 2007, and that KPG properly terminated this Contract under the terms of the Repurchase Agreement entered into between the parties effective September 28, 2007. HV filed a counterclaim claiming KPG breached the Contract, and seeks $37.5 million in damages. On October 7, 2008, HV filed suit against the Company claiming the Company is liable to HV for KPG's alleged breach based on a Guaranty Agreement signed by the Company. Both cases were consolidated. Following extensive discovery and briefings, on July 23, 2010, the court granted KPG's motion for summary judgment and dismissed HV's claim. KPG filed a motion requesting reimbursement of the attorneys' fees and costs incurred in litigating this case pursuant to the terms of the Contract and was awarded approximately $0.9 million. HV has appealed both rulings of the district court. In December 2011, the Tenth Circuit Court of Appeals affirmed the district courts' rulings.

On March 11, 2011, CD Gaming Ventures, LLC ("CD Gaming"), a wholly-owned subsidiary of the Company and developer of the Columbus casino, filed suit in U.S. District Court against the City of Columbus (the "City"), Columbus officials, Franklin County and County officials. The lawsuit alleged that the City, Franklin County and various city and county officials violated the Company's rights under the U.S. and Ohio Constitutions, principally by removing preexisting sewer and water service in an effort to force annexation of the constitutionally-authorized casino site into the City. CD Gaming asked the court for an injunction preventing the City and the county from denying water and sewer service to the casino site and also sought monetary damages. On May 24, 2011, the City and CD Gaming announced they had reached a contingent agreement, subject to final documentation, that would result in the annexation of the casino site into the City in exchange for water and sewer service and other considerations. The agreement was conditioned, among other things, on the sale of real estate previously purchased by the Company in downtown Columbus for $11 million and an acceptable settlement agreement with certain affiliates of the Columbus Dispatch. A sale agreement for the real estate in downtown Columbus closed on August 23, 2011 and a release and settlement agreement has been finalized with certain affiliates of the Columbus Dispatch.

Operating Lease Commitments

The Company is liable under numerous operating leases for assets including an airplane, automobiles, land for the property on which some of its casinos operate, other equipment and buildings, which expire at various dates through 2093. Total rental expense under these agreements was $28.9 million, $30.5 million, and $31.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The leases for land consist of annual base lease rent payments plus, in some instances, a percentage rent based on a percent of adjusted gaming wins, as described in the respective leases.

The Company has an operating lease with the City of Bangor which covers the permanent facility that opened on July 1, 2008. Under the lease agreement, there is a fixed rent provision, as well as a revenue-sharing provision, which is equal to 3% of gross slot revenue. The final term of the lease, which commenced with the opening of the permanent facility, is for an initial term of fifteen years, with three ten-year renewal options.

On March 23, 2007, BTN, Inc. ("BTN"), one of the Company's wholly-owned subsidiaries, entered into an amended and restated ground lease (the "Amended Lease") with Skrmetta MS, LLC. The lease amends the prior ground lease, dated October 19, 1993. The Amended Lease requires BTN to maintain a minimum gaming operation on the leased premises and to pay rent equal to 5% of adjusted gaming win after gaming taxes have been deducted. The term of the Amended Lease expires on January 1, 2093.

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2011 are as follows (in thousands):

Year ending December 31,

2012	$	6,451
2013		5,156
2014		3,743
2015		2,370
2016		1,973
Thereafter		31,677

Total	$	51,370

Capital Expenditure Commitments

The Company's current construction program for 2012 calls for capital expenditures of approximately $452.4 million (including licensing fees), of which the Company was contractually committed to spend approximately $205.0 million at December 31, 2011.

Employee Benefit Plans

The Company maintains a profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees. The plan enables participating employees to defer a portion of their salary in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution of 50% of employees' elective salary deferrals, up to a maximum of 6% of eligible employee compensation. The matching contributions for the profit-sharing plan for the years ended December 31, 2011, 2010 and 2009 were $3.7 million, $3.5 million, and $3.6 million, respectively.

The Company also has a defined contribution plan, the Charles Town Races Future Service Retirement Plan, covering substantially all of its union employees at Hollywood Casino at Charles Town Races. Hollywood Casino at Charles Town Races makes annual contributions to this plan for the eligible union employees and to the Penn National Gaming, Inc. 401(k) Plan for the eligible non-union employees for an amount equal to the amount accrued for retirement expense, which is calculated as 0.25% of the daily mutual handle, 1.0% of net video lottery revenue up to a base and, after the base is met, it reverts to 0.5% and 0.84% of table and poker revenue, respectively. The contributions for the two plans at Hollywood Casino at Charles Town Races for the years ended December 31, 2011, 2010 and 2009 were $3.8 million, $3.1 million, and $2.7 million, respectively.

The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. This plan was effective March 1, 2001. The plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company's matching contributions for the non-qualified deferred compensation plan for the years ended December 31, 2011, 2010 and 2009 were $2.3 million, $1.8 million, and $1.5 million, respectively. The Company's deferred compensation liability, which was included in other current liabilities within the consolidated balance sheets, was $41.2 million and $37.6 million at December 31, 2011 and 2010, respectively.

Labor Agreements

The Company is required to have agreements with the horsemen at each of its racetracks to conduct its live racing and simulcasting activities, with the exception of the Company's tracks in Ohio and New Mexico. In addition, in order to operate gaming machines and table games in West Virginia, the Company must maintain agreements with each of the Charles Town Horsemen, pari-mutuel clerks and breeders.

At Hollywood Casino at Charles Town Races, the Company has an agreement with the Charles Town Horsemen expiring on December 31, 2012, and an agreement with the breeders that expires on June 30, 2012. The pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been informally extended on a month-to-month basis while negotiations are in process.

The Company's agreement with the Pennsylvania Thoroughbred Horsemen at Penn National Race Course expired on September 30, 2011 has been extended through February 29, 2012 pending continuing negotiations. The Company has a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to pari-mutuel clerks, admissions and Telebet personnel which expired on December 31, 2011 and will likely be extended pending negotiations. The Company also has an agreement in place with Local 137 of the Sports Arena Employees with respect to pari-mutuel clerks and admission personnel at the Company's OTWs, which expires on August 31, 2013.

The Company's agreement with the Maine Harness Horsemen Association at Bangor Raceway expired on December 31, 2011. Although not required to have an agreement in place, the Company is in the process of negotiating a new agreement prior to the commencement of live racing which is expected to occur in May 2012.

The Company's agreement with the Ohio Harness Horsemen Association at Raceway Park expires on November 30, 2012. In connection with the acquisition of Beulah Park, the Company has assumed the agreement with the Ohio Horsemen's Protective and Benevolent Association, which expires on November 30, 2012. Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association and Maryland Standardbred Breeder's Association as of July 5, 2011. Both of these agreements expire on December 31, 2022.

Across certain of the Company's properties, the Seafarers Entertainment and Allied Trade Union represents approximately 1,860 of the Company's employees under agreements that expire at various times between June 2012 and November 2020. At Hollywood Casino Joliet, the Hotel Employees and Restaurant Employees Union ("UNITE/HERE") Local 1 represents approximately 280 employees under a collective bargaining agreement which expires on March 31, 2015. In addition, at some of the Company's properties, the Seafarer International Union of North America, Atlantic, Gulf, Lakes and Inland Waters District/NMU, AFL-CIO, the Security Police and Fire Professionals of America, the International Brotherhood of Electronic Workers, the UNITE/HERE Local 10, the Local No. 27 United Food and Commercial Workers, and the United Industrial, Service, Transportation, Professional and Government Workers of North America represent certain of the Company's employees under collective bargaining agreements that expire at various times between May 2012 and February 2020. None of these particular unions represent more than 50 of the Company's employees.

If the Company fails to maintain operative agreements with the horsemen at a track, it will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in West Virginia, the Company will not be permitted to operate its gaming machines and table games unless the state intervenes or changes the statute. In addition, the Company's simulcasting agreements are subject to the horsemen's approval. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on its business, financial condition and results of operations. Except for the closure of the facilities at Penn National Race Course and its OTWs from February 16, 1999 to March 24, 1999 due to a horsemen's strike, and a few days at other times and locations, the Company has been able to maintain the necessary agreements. There can be no assurance that the Company will be able to maintain the required agreements.

- Definition

The entire disclosure for commitments and contingencies.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes

Income Taxes

13. Income Taxes

Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

The components of the Company's deferred tax assets and liabilities are as follows:

Year ended December 31,	2011			2010

	(in thousands)
Deferred tax assets:
Stock-based compensation expense	$	37,752		$	31,836
Accrued expenses		53,050			40,355
Deferred tax assets resulting from unrecognized tax benefits		12,231			10,371
State net operating losses		6,165			6,978
Accumulated other comprehensive loss		59			5,238

Gross deferred tax assets		109,257			94,778
Less valuation allowance		(3,160	)		(3,166	)

Net deferred tax assets		106,097			91,612

Deferred tax liabilities:
Property, plant and equipment		(123,525	)		(105,751	)
Intangibles		(117,842	)		(95,227	)

Net deferred tax liabilities		(241,367	)		(200,978	)

Net:	$	(135,270	)	$	(109,366	)

Reflected on consolidated balance sheets:
Current deferred tax assets, net	$	32,306		$	25,206
Noncurrent deferred tax liabilities, net		(167,576	)		(134,572	)

Net deferred taxes	$	(135,270	)	$	(109,366	)

For income tax reporting, the Company has gross state net operating loss carryforwards aggregating approximately $143.9 million available to reduce future state income taxes, primarily for the Commonwealth of Pennsylvania and the States of Mississippi, Colorado and Maryland as of December 31, 2011. The tax benefit associated with these net operating loss carryforwards is approximately $6.2 million. Due to state tax statutes on annual net operating loss utilization limits, the availability of gaming tax credits and income and loss projections in the applicable jurisdictions, a $3.2 million valuation allowance has been recorded to reflect the net operating losses which are not presently expected to be realized. If not used, substantially all the carryforwards will expire at various dates from December 31, 2012 to December 31, 2030.

In addition, certain subsidiaries have accumulated gross state net operating loss carryforwards aggregating approximately $857.1 million for which no benefit has been recorded as they are attributable to uncertain tax positions. The unrecognized tax benefits as of December 31, 2011 attributable to these net operating losses was approximately $54.1 million. Due to the uncertain tax position, these net operating losses are not included as components of deferred tax assets as of December 31, 2011. In the event of any benefit from realization of these net operating losses, $8.9 million would be treated as an increase to equity, and the remainder would be treated as a reduction of tax expense. If not used, substantially all the carryforwards will expire at various dates from December 31, 2012 to December 31, 2030.

The provision/(benefit) for income taxes charged to operations for the years ended December 31, 2011, 2010 and 2009 was as follows:

Year ended December 31,	2011			2010			2009

	(in thousands)
Current tax expense
Federal	$	106,982		$	55,008		$	65,941
State		23,392			11,630			20,232
Foreign		(5,053	)		1,744			(233	)

Total current		125,321			68,382			85,940

Deferred tax (benefit) expense
Federal		24,893			(4,996	)		(112,072	)
State		(3,333	)		2,792			(34,336	)

Total deferred		21,560			(2,204	)		(146,408	)

Total provision/(benefit)	$	146,881		$	66,178		$	(60,468	)

The following table reconciles the statutory federal income tax rate to the actual effective income tax rate for 2011, 2010 and 2009:

Year ended December 31,

Percent of pretax income
Federal taxes	35.0	%	35.0	%	35.0	%
State and local income taxes	3.4	%	197.1	%	3.3	%
Permanent differences	2.2	%	1263.1	%	(20.5	)%
Foreign	(1.6	)%	16.1	%	0.4	%
Other miscellaneous items	(1.3	)%	(46.5	)%	0.2	%

	37.7	%	1464.8	%	18.4	%

Year ended December 31,	2011			2010			2009

	(in thousands)
Amount based upon pretax income
Federal taxes	$	136,205		$	1,581		$	(114,758	)
State and local income taxes		13,398			8,905			(10,671	)
Permanent differences		8,405			57,058			67,166
Foreign		(6,223	)		729			(1,291	)
Other miscellaneous items		(4,904	)		(2,095	)		(914	)

	$	146,881		$	66,178		$	(60,468	)

A reconciliation of the beginning and ending amount for the liability for unrecognized tax benefits is as follows:

	Noncurrent tax liabilities

	(in thousands)
Balance at December 31, 2009	$	46,702
Additions based on current year positions		5,712
Reductions based on prior year positions		(1,749	)
Decreases due to settlements and/or reduction in liabilities		(16,436	)
Currency translation adjustments		2,617

Balance at December 31, 2010		36,846
Additions based on current year positions		4,309
Additions based on prior year positions		3,178
Decreases due to settlements and/or reduction in liabilities		(10,422	)
Currency translation adjustments		(39	)

Balance at December 31, 2011	$	33,872

During the year ended December 31, 2011, the Company recorded $4.1 million of tax reserves and $0.2 million of accrued interest related to current year uncertain tax positions. In regards to prior year tax positions, the Company recorded $3.2 million of tax reserves and accrued interest and reversed $6.7 million and $3.7 million of previously recorded tax reserves and accrued interest, respectively, for uncertain tax positions that have settled and/or closed. Out of the $10.4 million of current year tax reverses and accrued interest reversals, $7.3 million related to foreign tax positions and $2.3 million was a reclassification against income taxes payable. The Company recorded $1.9 million of a federal deferred tax benefit in the current year associated with its uncertain tax positions. Overall, the Company recorded a net tax benefit of $2.5 million in connection with its uncertain tax positions as of December 31, 2011.

Included in the liability for unrecognized tax benefits at December 31, 2011 and 2010 were $21.5 million and $32.9 million, respectively, of tax positions that, if reversed, would affect the effective tax rate.

Included in the liability for unrecognized tax benefits at December 31, 2011 and 2010 were ($39) thousand and $2.6 million, respectively, of currency translation adjustments for foreign currency tax positions.

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. The Company will continue to classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of operations.

During the years ended December 31, 2011 and 2010, the Company recognized approximately $0.3 million and $1.0 million, respectively, of interest and penalties, net of deferred taxes. In addition, due to the filing of amended income tax returns, settlements and/or reductions in previously recorded liabilities, the Company had reductions in previously accrued interest and penalties of $2.3 million, net of deferred taxes. These accruals are included in income taxes and prepaid expenses within the consolidated balance sheet at December 31, 2011 and 2010, respectively.

The Company is currently in various stages of the examination process in connection with our open audits. Generally, it is difficult to determine when these examinations will be closed, but the Company reasonably expects that its ASC 740 liabilities will not significantly change over the next twelve months.

As of December 31, 2011, the Company is subject to U.S. federal income tax examinations for the tax years 2008, 2009, and 2010. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates.

At December 31, 2010, prepaid expenses within the consolidated balance sheet included prepaid income taxes of $42.4 million.

- Definition

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

+ References

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

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

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

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

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Shareholders' Equity

12 Months Ended

Dec. 31, 2011

Shareholders' Equity

Shareholders' Equity

14. Shareholders' Equity

Repurchase of Common Stock

On June 9, 2010, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's Common Stock effective immediately and continuing until the Annual Meeting of Shareholders in 2011, unless otherwise extended or shortened by the Board of Directors. On June 9, 2011, the Board of Directors authorized the extension of the repurchase program previously authorized by the Board of Directors on June 9, 2010 which provided for the purchase of up to $300 million of the Company's Common Stock. The current authorization extends the repurchase program until the Annual Meeting of Shareholders in 2012, unless otherwise extended or shortened by the Board of Directors.

During the year ended December 31, 2011, the Company repurchased 2,981,406 shares of its Common Stock in open market transactions for approximately $105.2 million at an average price of $35.29 per share. During the year ended December 31, 2010, the Company repurchased 1,526,400 shares of its Common Stock in open market transactions for approximately $35.9 million at an average price of $23.49 per share. The Company did not repurchase any shares of its Common Stock in 2009.

Issuance of the $1.25 billion, Zero Coupon Preferred Equity Investment

On June 15, 2007, the Company announced that it had entered into a merger agreement that, at the effective time of the transactions contemplated thereby, would have resulted in the Company's shareholders receiving $67.00 per share. Specifically, the Company, PNG Acquisition Company Inc. ("Parent") and PNG Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), announced that they had entered into an Agreement and Plan of Merger, dated as of June 15, 2007 (the "Merger Agreement"), that provided, among other things, for Merger Sub to be merged with and into the Company, as a result of which the Company would have continued as the surviving corporation and would have become a wholly-owned subsidiary of Parent. Parent is indirectly owned by certain funds managed by affiliates of Fortress and Centerbridge.

On July 3, 2008, the Company entered into an agreement with certain affiliates of Fortress and Centerbridge, terminating the Merger Agreement. In connection with the termination of the Merger Agreement, the Company agreed to receive a total of $1.475 billion, consisting of a nonrefundable $225 million cash termination fee and a $1.25 billion, zero coupon, preferred equity investment (the "Investment"). On October 30, 2008, the Company closed the sale of the Investment and issued 12,500 shares of the Preferred Stock. During the year ended December 31, 2010, the Company repurchased 225 shares of Preferred Stock for $11.2 million.

The Investment is generally non-voting, but possesses voting rights with respect to certain extraordinary events. The Investment is entitled to vote with the Common Stock on an as-converted basis with respect to any change-in-control or other significant transaction if the consideration to be paid to shareholders is less than $45 per share (which amount is subject to adjustment in certain circumstances). In addition, the approval of holders of a majority of the Investment shares is required to authorize (i) special dividends to security holders of the Company; (ii) issuance by the Company of equity securities senior to or on a parity with the Investment; (iii) stock repurchases, including but not limited to, by means of a tender offer which is funded by an asset sale outside the ordinary course (other than repurchases in the open market and repurchases by tender offer at not greater than a 20% premium); and (iv) certain other amendments to the terms of the Investment. At December 31, 2011, the Investment had an aggregate liquidation preference equal to $1.23 billion, the aggregate purchase price paid for the Investment shares (the "Purchase Price"), subject to certain adjustments. In addition, the Investment terms provide that the Investment participates in any dividends paid on the Common Stock. To the extent that the Company pays a special dividend, such special dividend will reduce the amount to be paid to the holders of the Investment upon a liquidation or redemption.

The Company is required to redeem, for either cash or common shares at the Company's election, all of the outstanding shares of the Investment on June 30, 2015, unless a change-in-control transaction in which all holders of shares of the Common Stock receive consideration in the transaction has occurred prior to that time. In the event of such a change-in-control transaction, the holders of the Investment will receive cash and/or other consideration in such transaction (the same consideration as the holders of Common Stock receive) with a value equal to the net present value of the Purchase Price, subject to increase or decrease in the event that the value of the consideration paid to the holders of the Common Stock is greater than $67 per share or less than $45 per share, respectively, which thresholds are subject to adjustment in certain circumstances.

The redemption price to be paid to the holders of the Investment on June 30, 2015 is equal to the Purchase Price, subject to increase or decrease in the event that the average trading price of the Common Stock (measured over the 20 consecutive trading days prior to May 26, 2015) is greater than $67 per share or less than $45 per share, respectively. There is no coupon payable with respect to the Investment. The Company shall redeem all of the Investment for cash, provided the Company may elect on or prior to June 1, 2015 to pay all or part of the redemption price in shares of the Common Stock. At December 31, 2011, the redemption price was $1.04 billion (27.3 million shares of Common Stock if the Company elected to redeem through the issuance of Common Stock).

The holders of the Investment are subject to the Investor Rights Agreement, dated as of July 3, 2008, by and among the Company, FIF V PFD LLC, Centerbridge Capital Partners, L.P., DB Investment Partners, Inc. and Wachovia Investment Holdings, LLC. (the "Investor Rights Agreement"), which, among other things, contains a voting agreement requiring certain Investment holders to vote all of their shares of Common Stock as directed by the Company and a standstill agreement restricting the activities of certain Investment holders. In addition, Investment holders who may receive 20% or more of the outstanding Common Stock upon redemption would be subject to Subchapter 25G of the Pennsylvania Business Corporation Law of 1988, as amended (the "Control Share Statute"). The Control Share Statute prohibits any person or group that acquires more than 20% of the voting power of the Company from voting any securities held by such person or group unless the shareholders vote to accord voting rights to such securities within 90 days of the time such threshold was exceeded. Under the Investment terms, unless such shareholder approval is obtained, the Investment holders shall execute and deliver a proxy in favor of an attorney-in-fact to be designated by the Board of Directors covering the number of shares of Common Stock necessary to avoid the application of the Control Share Statute.

The Investor Rights Agreement also provides that until Fortress and its affiliates own less than two-thirds of the shares of the Investment issued to them on October 30, 2008, Fortress and the Company must take all action in their power to appoint one designee of the purchasers (the "Purchaser Designee") as a Class II director on the Board of Directors and to use all commercially reasonable efforts to cause the election of the Purchaser Designee at every meeting thereafter at which a Class II director is to be elected. The initial Purchaser Designee is Wesley R. Edens. Mr. Edens is the founding principal and Co-Chairman of the Board of Directors of Fortress.

Under the terms of the Investor Rights Agreement, the Company has agreed to file a short-form registration statement with the U.S. Securities and Exchange Commission for the registration and sale of Investment shares and certain shares of Common Stock owned by the purchasers ("Registrable Securities"), which it filed on December 30, 2008. The Company is required to keep the shelf registration statement continuously effective under the Securities Act of 1933, as amended, until the earlier of (i) such time as all Registrable Securities have been sold and (ii) such time as the purchasers beneficially own (as defined in the Investor Rights Agreement) less than 2.5% of the Common Stock on a fully-diluted basis (including Common Shares issuable upon redemption of the Investment shares at maturity). The purchasers and any permitted transferees of Registrable Securities are also entitled to four demand registrations and unlimited piggyback registration during the term of the Investor Rights Agreement.

Under the Investor Rights Agreement, each Investment holder has preemptive rights with respect to certain sales of Common Stock, stock options or securities convertible into Common Stock for so long as such holder beneficially owns at least two-thirds of the shares of the Investment issued to it on October 30, 2008.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

+ Details

Noncontrolling Interests

12 Months Ended

Dec. 31, 2011

Noncontrolling Interests

Noncontrolling Interests

15. Noncontrolling Interests

In November 2009, the Company entered into a Funding and Option Agreement with Lakes Entertainment, Inc. ("Lakes"), permitting Lakes to invest up to a 10% equity interest in each of the Company's proposed facilities in Columbus and Toledo, Ohio.

During the year ended December 31, 2010, Lakes made no contribution to the Company towards the proposed facilities, and its portion of the net loss for the proposed facilities was $2.2 million. During the year ended December 31, 2009, Lakes contributed $1.9 million to the Company towards the proposed facilities, and its portion of the net loss for the proposed facilities was $2.5 million.

On July 16, 2010, the Company paid $25 million to Lakes to terminate the agreement. In exchange for this payment, Lakes agreed to relinquish all of its rights, title and interests held in connection with these two projects. In accordance with ASC 810, "Consolidation," the Company accounted for this change in ownership interest as an adjustment through equity attributable to the parent. Therefore, the Company recorded the $25 million payment and the cumulative $2.8 million loss attributable to noncontrolling interests from previous periods to additional paid in capital.

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References + Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation

Stock-Based Compensation

16. Stock-Based Compensation

On April 16, 2003, the Company's Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the "2003 Plan"). On May 22, 2003, the Company's shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase Common Stock and other market-based and performance-based awards. Up to 12,000,000 shares of Common Stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the Common Stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the Common Stock on the date an option is granted for nonqualified stock options. This plan will remain in place until it terminates in 2013. However the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the "2008 Plan") described below.

On August 20, 2008, the Company's Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company's shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock, phantom stock units and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company's shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of Common Stock that may be issued by 2,350,000 to 9,250,000. Awards of stock options and stock appreciation rights will be counted against the 9,250,000 limit as one share of Common Stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of Common Stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of Common Stock shall not count against this limit. At December 31, 2011, there were 2,929,655 options available for future grants under the 2008 Plan.

Stock options that expire between January 6, 2012 and October 11, 2018 have been granted to officers, directors and employees to purchase Common Stock at prices ranging from $7.95 to $61.82 per share. All options were granted at the fair market value of the Common Stock on the date the options were granted. The Company issues new authorized common shares to satisfy stock option exercises as well as restricted stock lapses.

The following table contains information on stock options issued under the plans for the three-year period ended December 31, 2011:

			Weighted-Average Exercise Price			Aggregate Intrinsic Value

						(in thousands)
Outstanding at December 31, 2008	8,804,578		$	28.27	6.30	$	17,677
Granted	1,849,375			22.32
Exercised	(491,078	)		11.06
Canceled	(196,750	)		32.27

Outstanding at December 31, 2009	9,966,125		$	27.83	5.67	$	33,038
Granted	1,868,500			27.19
Exercised	(823,056	)		13.96
Canceled	(177,125	)		28.84

Outstanding at December 31, 2010	10,834,444		$	28.75	5.16	$	76,807
Granted	1,631,000			35.47
Exercised	(695,915	)		24.02
Canceled	(161,500	)		26.96

Outstanding at December 31, 2011	11,608,029		$	30.00	4.53	$	100,337

Included in the above are Common Stock options that were issued in 2003 to the Company's Chairman outside of the Company's stock option plans. These options were issued at $7.95 per share, and are exercisable through February 6, 2013. At December 31, 2011, 2010 and 2009, the number of these Common Stock options that were outstanding was 23,750.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2011, 2010 and 2009 were $16.68, $12.92, and $8.91, respectively.

Exercisable at December 31,		Weighted-Average Exercise Price

2011	7,490,154	$	30.26
2010	6,586,882		29.85
2009	5,872,151		27.41

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $9.5 million, $15.1 million, and $8.4 million, respectively.

At December 31, 2011, there were 7,490,154 shares that were exercisable, with a weighted-average exercise price of $30.26, a weighted-average remaining contractual term of 4.08 years, and an aggregate intrinsic value of $64.7 million.

The following table summarizes information about stock options outstanding at December 31, 2011:

	Exercise Price Range						Total

	$7.95 to $29.22		$29.34 to $35.15		$35.75 to $61.82		$7.95 to $61.82
Outstanding options
Number outstanding		5,559,390		4,484,390		1,564,249		11,608,029
Weighted-average remaining contractual life (years)		3.75		5.30		5.13		4.53
Weighted-average exercise price	$	24.66	$	32.63	$	41.48	$	30.00
Exercisable options
Number outstanding		3,457,765		2,628,140		1,404,249		7,490,154
Weighted-average exercise price	$	24.48	$	31.68	$	41.82	$	30.26

The following table contains information on restricted stock awards issued under the plans for the three-year period ended December 31, 2011:



Outstanding at December 31, 2008	380,000
Awarded	332,690
Released	(160,000	)
Canceled	—

Outstanding at December 31, 2009	552,690
Awarded	165,110
Released	(203,734	)
Canceled	(20,000	)

Outstanding at December 31, 2010	494,066
Awarded	97,005
Released	(234,772	)
Canceled	(1,010	)

Outstanding at December 31, 2011	355,289

Compensation costs related to stock-based compensation for the years ended December 31, 2011, 2010 and 2009 totaled $24.7 million pre-tax ($17.8 million after-tax), $26.0 million pre-tax ($19.1 million after-tax) and $28.4 million pre-tax ($20.9 million after-tax), respectively, and are included within the consolidated statements of operations under general and administrative expense.

At December 31, 2011 and 2010, the total compensation cost related to nonvested awards not yet recognized equaled $40.1 million and $37.2 million, respectively, including $34.2 million and $30.1 million for stock options, respectively, and $5.9 million and $7.1 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years.

Beginning in the fourth quarter of 2010, the Company issued cash-settled phantom stock unit awards, which vest over a period up to five years. Cash-settled phantom stock unit awards entitle employees and directors to receive cash based on the fair value of the Company's Common Stock on the vesting date. These phantom stock unit awards are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30 "Compensation—Stock Compensation, Awards Classified as Liabilities." As of December 31, 2011, there was $5.9 million of total unrecognized compensation cost that will be recognized over the grants remaining vesting period. For the years ended December 31, 2011 and 2010, the Company recognized $2.1 million and $0.4 million, respectively, of compensation expense associated with these awards.

Additionally starting in 2011, the Company issued stock appreciation rights to certain employees, which vest over a period of four years. The Company's stock appreciation rights are accounted for as liability awards since they will be settled in cash. The fair value of these awards is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed previously. As of December 31, 2011, there was $5.2 million of total unrecognized compensation cost that will be recognized over the awards remaining weighted average vesting period. For the year ended December 31, 2011, the Company recognized $1.4 million of compensation expense associated with these awards.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Segment Information

12 Months Ended

Dec. 31, 2011

Segment Information

Segment Information

17. Segment Information

The following tables present certain information with respect to the Company's segments. Intersegment revenues between the Company's segments were not material in any of the periods presented below.

	Midwest(1)(2)			East/West(3)		Southern Plains			Other(4)			Total

	(in thousands)
Year ended December 31, 2011
Net revenues	$	826,436		$	1,290,732	$	590,709		$	34,380		$	2,742,257
Income (loss) from operations		211,356			263,423		137,580			(112,778	)		499,581
Depreciation and amortization		62,844			85,723		53,764			9,145			211,476
(Loss) gain from unconsolidated affiliates		—			—		(4,834	)		12,198			7,364
Capital expenditures		206,081			51,701		25,488			9,811			293,081
Year ended December 31, 2010
Net revenues		825,847			997,262		602,257			33,745			2,459,111
(Loss) income from operations		(39,514	)		181,175		125,318			(113,753	)		153,226
Depreciation and amortization		64,402			79,244		59,777			8,964			212,387
Loss from unconsolidated affiliates		—			—		(2,242	)		(23,732	)		(25,974	)
Impairment losses		220,236			—		—			4,473			224,709
Capital expenditures		198,282			118,398		41,215			5,060			362,955
Year ended December 31, 2009
Net revenues		806,866			896,941		632,543			32,925			2,369,275
(Loss) income from operations		(346,260	)		137,418		136,164			(121,920	)		(194,598	)
Depreciation and amortization		49,007			78,896		57,676			8,857			194,436
Loss from unconsolidated affiliates		—			—		(295	)		(826	)		(1,121	)
Impairment losses		532,377			—		—			—			532,377
Capital expenditures		195,648			59,566		31,451			2,886			289,551
Balance sheet at December 31, 2011
Total assets		1,897,164			1,265,438		1,034,506			409,238			4,606,346
Investment in and advances to unconsolidated affiliates		—			110		107,204			66,802			174,116
Goodwill and other intangible assets, net		925,822			226,234		394,018			55,878			1,601,952
Balance sheet at December 31, 2010
Total assets		1,730,760			1,279,200		997,748			455,171			4,462,879
Investment in and advances to unconsolidated affiliates		—			120		41,028			22,972			64,120
Goodwill and other intangible assets, net		923,414			226,450		394,018			57,026			1,600,908

(1): As a result of decreased earning projections resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, the Company recorded a pre-tax goodwill impairment charge during the year ended December 31, 2010 of $144.6 million ($144.6 million, net of taxes) at Hollywood Casino Aurora and $44.2 million ($28.4 million, net of taxes) at Hollywood Casino Joliet, respectively. In addition, in conjunction with the voters determining that the Company's casino in Columbus, Ohio will be located at the site of the former Delphi Automotive plant along Columbus's West Side, rather than the original site in the Arena District, the Company recorded a pre-tax impairment charge of $31.3 million ($20.1 million, net of taxes) during the year December 31, 2010 for the parcel of land that the Company purchased in Columbus's Arena District.
(2): As a result of the anticipated impact of gaming expansion in Ohio, the Company recorded a pre-tax impairment charge of $520.5 million ($368.8 million, net of taxes) during the year ended December 31, 2009, as the Company determined that a portion of the value of the goodwill and indefinite-life intangible assets associated with the original purchase of Hollywood Casino Lawrenceburg was impaired. In addition, in conjunction with the opening of the new casino riverboat at Hollywood Casino Lawrenceburg, the Company recorded a pre-tax impairment charge for the replaced Lawrenceburg vessel of $11.9 million ($7.1 million, net of taxes) during the year ended December 31, 2009.
(3): Net revenue and income from operations for the East/West segment increased by $293.5 million and $82.2 million, respectively, for the year ended December 31, 2011, as compared to the corresponding period in the prior year, primarily due to the acquisition of the M Resort on June 1, 2011, as well as the opening of Hollywood Casino Perryville on September 27, 2010. The East/West segment also experienced an increase in net revenue and income from operations for the years ended December 31, 2011 and 2010 from the introduction of table games in July 2010 at Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course.
(4): (Loss) gain from unconsolidated affiliates for Other for the year ended December 31, 2011 included a gain of $20.2 million on the sale of the Company's joint venture interest in the Maryland Jockey Club in July 2011, whereas results for the year ended December 31, 2010 included the Company's share of losses in the Maryland Jockey Club, which included a $14.4 million charge for the Company's share of a goodwill impairment write-down recorded by the Maryland Jockey Club during the fourth quarter of 2010 as a result of a negative outcome related to a zoning referendum.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

+ Details

Summarized Quarterly Data (Unaudited)

12 Months Ended

Dec. 31, 2011

Summarized Quarterly Data (Unaudited)

Summarized Quarterly Data (Unaudited)

18. Summarized Quarterly Data (Unaudited)

The following table summarizes the quarterly results of operations for the years ended December 31, 2011 and 2010:

	Fiscal Quarter

	First		Second		Third		Fourth
	(in thousands, except per share data)
2011
Net revenues	$	667,023	$	687,879	$	710,905	$	676,450
Income from operations		122,735		140,592		130,335		105,919
Net income		51,528		75,989		70,803		44,031
Earnings per common share:
Basic earnings per common share		0.53		0.79		0.73		0.46
Diluted earnings per common share		0.48		0.71		0.66		0.41
2010
Net revenues	$	592,323	$	598,311	$	638,256	$	630,221
Income (loss) from operations		92,351		51,711		110,462		(101,298	)
Net income (loss) including noncontrolling interests		36,155		6,972		48,345		(153,132	)
Net income (loss) attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries		36,164		9,156		48,345		(153,132	)
Earnings (loss) per common share attributable to the shareholders of Penn National Gaming, Inc. and shareholders:
Basic earnings (loss) per common share		0.37		0.09		0.51		(1.97	)
Diluted earnings (loss) per common share		0.34		0.09		0.46		(1.97	)

As a result of decreased earning projections resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, the Company recorded a pre-tax goodwill impairment charge of $144.6 million ($144.6 million, net of taxes) at Hollywood Casino Aurora and $44.2 million ($28.4 million, net of taxes) at Hollywood Casino Joliet, respectively, during the fourth quarter of 2010. Additionally during the fourth quarter of 2010, the Company wrote-down the remaining value of the Argosy trademark intangible asset of $4.4 million ($2.8 million, net of taxes) due to management's strategy to transition Argosy properties to the Hollywood Casino brand.

In addition, in conjunction with the voters determining that the Company's casino in Columbus, Ohio will be located at the site of the former Delphi Automotive plant along Columbus's West Side, rather than the original site in the Arena District, the Company recorded a pre-tax impairment charge of $30.5 million ($19.6 million, net of taxes) during the second quarter of 2010 for the parcel of land that the Company purchased in Columbus's Arena District.

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

Related Party Transactions

19. Related Party Transactions

The Company currently leases 45,917 square feet of executive office and warehouse space for buildings in Wyomissing, Pennsylvania from affiliates of its Chairman and Chief Executive Officer. Rent expense for the years ended December 31, 2011, 2010 and 2009 amounted to $0.9 million, $0.9 million, and $0.9 million, respectively. The leases for the office space expire in March 2012, May 2012 and May 2013, and the lease for the warehouse space expires in July 2013. The future minimum lease commitments relating to these leases at December 31, 2011 equaled $0.6 million.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Subsidiary Guarantors

12 Months Ended

Dec. 31, 2011

Subsidiary Guarantors

Subsidiary Guarantors

20. Subsidiary Guarantors

Under the terms of the $2.15 billion senior secured credit facility, all of Penn's subsidiaries are guarantors under the agreement, with the exception of several minor subsidiaries with total assets, excluding intercompany balances, of $202.6 million (approximately 4.4% of total assets at December 31, 2011). Each of the subsidiary guarantors is 100% owned by Penn. In addition, the guarantees provided by Penn's subsidiaries under the terms of the $2.15 billion senior secured credit facility are full and unconditional, joint and several, and Penn had no significant independent assets and no independent operations at, and for the year ended December 31, 2011. There are no significant restrictions within the $2.15 billion senior secured credit facility on the Company's ability to obtain funds from its subsidiaries by dividend or loan. However, in certain jurisdictions, the gaming authorities may impose restrictions pursuant to the authority granted to them with regard to Penn's ability to obtain funds from its subsidiaries.

With regard to the $2.15 billion senior secured credit facility, the Company has not presented condensed consolidating balance sheets, condensed consolidating statements of operations and condensed consolidating statements of cash flows at, and for the year ended December 31, 2011, as Penn had no significant independent assets and no independent operations at, and for the year ended December 31, 2011, the guarantees are full and unconditional and joint and several, and any subsidiaries of Penn other than the subsidiary guarantors are considered minor.

The Company's $325 million 8³/4 senior subordinated notes are not guaranteed by the Company's subsidiaries.

Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements

Fair Value Measurements

21. Fair Value Measurements

ASC 820, "Fair Value Measurements and Disclosures," establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:

•

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.

•

Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.

The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy.

The following tables set forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the consolidated balance sheets at December 31, 2011 and 2010 (in thousands):

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2011 Total

Assets:
Investment in corporate debt securities	Other assets	$	—	$	6,790	$	—	$	6,790

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2010 Total

Assets:
Investment in corporate debt securities	Other assets	$	5,828	$	—	$	—	$	5,828
Liabilities:
Interest rate swap contracts	Accrued interest		—		16,746		—		16,746

The valuation technique used to measure the fair value of the investment in corporate debt securities and interest rate swap contracts was the market approach. See Note 3 for a description of the inputs used in calculating the fair value measurements of investment in corporate debt securities and interest rate swap contracts. Although the Company determined that the majority of the inputs used to value its interest rate swap contracts fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with it utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2010, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swap contracts and determined that the credit valuation adjustments were not significant to the overall valuation. As a result, the Company determined that its interest rate swap contracts were classified in Level 2 of the fair value hierarchy. The Company did not have any outstanding interest rate swap contracts as of December 31, 2011.

At December 31, 2011, the Company's investment in corporate debt securities was transferred from Level 1 to Level 2 due to a lack of trading in the security in the fourth quarter of 2011.

There were no significant long-lived assets measured at fair value on a nonrecurring basis during the year ended December 31, 2011. The amounts below represent the assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2010 (in thousands):

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2010 Total		Total Reduction in Fair Value Recorded at December 31, 2010

Assets:
Goodwill	Goodwill	$	—	$	—	$	235,924	$	235,924	$	(188,855	)
Indefinite-life intangible assets	Other intangible assets		—		—		—		—		(4,351	)
Long-lived assets	Other assets		—		17,310		—		17,310		(31,503	)

										$	(224,709	)

For the year ended December 31, 2010, as a result of decreased earning projections resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, the Company recorded a pre-tax goodwill impairment charge of $144.6 million at Hollywood Casino Aurora and $44.2 million at Hollywood Casino Joliet.

Additionally, during the year ended December 31, 2010, the Company wrote-off the trademark intangible asset associated with the Argosy acquisition for $4.4 million due to management's strategy to transition Argosy properties to the Hollywood Casino brand.

In addition, in conjunction with the voters determining that the Company's casino in Columbus, Ohio will be located at the site of the former Delphi Automotive plant along Columbus's West Side, the Company recorded a pre-tax impairment charge of $31.3 million for the year ended December 31, 2010 for the parcel of land that the Company purchased in Columbus's Arena District, as the asset was reclassified as held for sale in 2010. This land was sold in August 2011, which did not have a significant impact on the Company's consolidated statement of operations. For the year ended December 31, 2010, the Company recorded a $0.2 million charge on the replaced vessel at Hollywood Casino Lawrenceburg.

The valuation technique used to measure the fair value of goodwill, indefinite-life intangible assets and long-lived assets was the market approach. For the land held for sale in Columbus, Ohio, the Company engaged a qualified external real estate appraiser to assist in the valuation, which was based on the sales prices of properties with similar characteristics to the Company's property in the Columbus Arena District. See Note 3 for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of goodwill, indefinite-life intangible assets and long-lived assets.

- Definition

Represents the entire disclosure of the fair value measurement of assets and liabilities which includes [financial] instruments measured at fair value that are classified in stockholders' equity. Such assets and liabilities may be measured on a recurring or nonrecurring basis. The disclosures which may be required or desired include: (1) for assets and liabilities measured on a recurring basis, disclosure may include: (a) the fair value measurements at the reporting date; (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); (c) for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (ii) purchases, sales, issuances, and settlements (net); (iii) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs); (d) the amount of the total gains or losses for the period in subparagraph (c) (i) above included in earnings (or changes in net assets) that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of income (or activities); (e) the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period and (2) for assets and liabilities that are measured at fair value on a nonrecurring basis (for example, impaired assets) disclosure may include, in addition to (a) above: (a) the reasons for the fair value measurements recorded; (b) the same as (b) above; (c) for fair value measurements using significant unobservable inputs (Level 3), a description of the inputs and the information used to develop the inputs; and (d) the valuation technique(s) used to measure fair value and a discussion of changes, if any, in the valuation technique(s) used to measure similar assets and/or liabilities in prior periods. Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References + Details

Insurance Recoveries and Deductibles

12 Months Ended

Dec. 31, 2011

Insurance Recoveries and Deductibles

Insurance Recoveries and Deductibles

22. Insurance Recoveries and Deductibles

Hollywood Casino Joliet Fire

On March 20, 2009, Hollywood Casino Joliet, which was undergoing a $55 million renovation, was closed following a fire that started in the land-based pavilion at the facility. All customers and employees were successfully evacuated, and the fire was contained on the land-side of the property before it could spread to the adjacent casino barge. On June 25, 2009, the casino barge was reopened with temporary land-based facilities, and the Company began construction of a new land-based pavilion. In December 2010, the first phase of the new permanent land-based pavilion was opened to the public and in January 2011 the final phase, including a sports bar, was completed.

At the time of the fire, the Company carried a builders' risk insurance policy for the on-going renovations with a policy limit of $57 million, inclusive of $14 million for delay in completion and $43 million for property damage. The builders' risk insurance policy included a $50,000 property damage deductible and a 30-day delay in completion deductible for the peril of fire. In addition, the Company carried comprehensive business interruption and property damage insurance for the operational components of Hollywood Casino Joliet with an overall limit of $228 million. The operational insurance policy included a $2.5 million property damage deductible and a 48-hour business interruption deductible for the peril of fire.

The Company received $81.2 million in insurance proceeds related to the fire at Hollywood Casino Joliet, with $18.6 million, $42.0 million and $20.6 million received during the years ended December 31, 2011, 2010 and 2009, respectively. As the insurance recovery amount exceeded the net book value of assets believed to be damaged, destroyed or abandoned and other costs incurred as a result of the fire at Hollywood Casino Joliet in 2010, the Company recorded a pre-tax gain of $18.5 million and $7.5 million during the years ended December 31, 2011 and 2010, respectively. During the second quarter of 2011, the insurance claim for the fire at Hollywood Casino Joliet was settled and no further proceeds will be received.

During the year ended December 31, 2009, the Company recorded a $6.1 million pre-tax loss for the insurance deductibles for property damage, business interruption and employee lost wages, as well as a write-off of construction fees related to this renovation that were not recoverable under the Company's insurance policies and certain consulting fees.

Hollywood Casino Tunica Flood

On May 1, 2011, Hollywood Casino Tunica was forced to close as a result of flooding by the Mississippi River. Due to the flooding, access to the property was temporarily cut off and the property sustained minor damage. The property reopened on May 25, 2011.

At the time of the flood, the Company carried property insurance coverage with a flood limit of $300 million for both property damage and business interruption applicable to this event. This coverage included a $5 million property damage and two day business interruption deductible for the peril of flood.

During the year ended December 31, 2011, the Company recorded a $5.2 million pre-tax loss for the insurance deductibles for property damage and business interruption.

The $1.1 million insurance receivable within the consolidated balance sheet at December 31, 2011 was limited to the net book value of assets believed to be damaged and other costs incurred as a result of the flood at Hollywood Casino Tunica that are expected to be recovered via the insurance claim. During the year ended December 31, 2011, the Company received $7.0 million in insurance proceeds related to the flood at Hollywood Casino Tunica.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash equivalents, corporate securities, interest rate swap contracts and accounts receivable.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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:

Cash and Cash Equivalents

The fair value of the Company's cash and cash equivalents approximates the carrying value of the Company's cash and cash equivalents, due to the short maturity of the cash equivalents.

Investment in Corporate Debt Securities

Loan Receivable

Long-term Debt

Interest Rate Swap Contracts

The estimated fair values of the Company's financial instruments are as follows (in thousands):

	2011				2010

December 31,	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	238,440	$	238,440	$	246,385	$	246,385
Investment in corporate debt securities		6,790		6,790		5,828		5,828
Loan receivable		—		—		230,500		230,500
Financial liabilities:
Long-term debt
Senior secured credit facility		1,714,001		1,716,720		1,589,125		1,589,125
Senior subordinated notes		325,000		353,438		575,000		612,875
Other long-term obligations		1,949		1,949		3,782		3,782
Interest rate swap contracts		—		—		16,746		16,746

See Note 21 for further information regarding the Company's assessment of the inputs used to measure the fair value for the investment in corporate debt securities and interest rate swap contracts.

Property and Equipment

Property and Equipment

Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives:


Land improvements		5 to 15 years
Building and improvements		10 to 40 years
Furniture, fixtures, and equipment		3 to 7 years

Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.

The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Debt Issuance Costs

Debt Issuance Costs

Comprehensive Income

Comprehensive Income

Income Taxes

Income Taxes

Accounting for Derivatives and Hedging Activities

Accounting for Derivatives and Hedging Activities

Credit risk relating to derivative counterparties is mitigated by using multiple, highly rated counterparties, and the credit quality of each is monitored on an ongoing basis.

See Note 11 for additional information related to the Company's derivatives.

Revenue Recognition and Promotional Allowances

Revenue Recognition and Promotional Allowances

Revenue from the management service contract for Casino Rama is based upon contracted terms and is recognized when services are performed.

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	24,646	$	23,980	$	23,316
Food and beverage		106,687		99,024		108,473
Other		10,483		10,398		10,986

Total promotional allowances	$	141,816	$	133,402	$	142,775

The estimated cost of providing such complimentary services for the years ended December 31, 2011, 2010 and 2009 are as follows:

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	9,149	$	9,188	$	9,406
Food and beverage		76,357		75,180		77,444
Other		6,430		6,544		6,590

Total cost of complimentary services	$	91,936	$	90,912	$	93,440

Gaming and Racing Taxes

Gaming and Racing Taxes

Earnings Per Share

Earnings Per Share

Year ended December, 31	2011

	(in thousands)
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to preferred stock		46,101
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250

Year ended December 31,	2011

	(in thousands)
Determination of shares:
Weighted-average common shares outstanding		77,991
Assumed conversion of dilutive employee stock-based awards		1,782
Assumed conversion of preferred stock		27,278

Diluted weighted-average common shares outstanding		107,051

The following table presents the calculation of basic and diluted EPS for the Company's Common Stock:

Year ended December 31,	2011

	(in thousands, except per share data)
Calculation of basic EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250
Weighted-average common shares outstanding		77,991
Basic EPS	$	2.52
Calculation of diluted EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Diluted weighted-average common shares outstanding		107,051
Diluted EPS	$	2.26

Stock-Based Compensation

Stock-Based Compensation

The following are the weighted-average assumptions used in the Black-Scholes option-pricing model at December 31, 2011, 2010 and 2009:

Year ended December 31,

Risk-free interest rate	1.04	%	2.27	%	2.80	%
Expected volatility	47.60	%	48.02	%	49.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.82		5.73		5.32
Forfeiture rate	5.00	%	5.00	%	5.00	%

Segment Information

Segment Information

See Note 17 for further information with respect to the Company's segments.

Statements of Cash Flows

Statements of Cash Flows

Acquisitions

Acquisitions

Certain Risks and Uncertainties

Certain Risks and Uncertainties

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Schedule of estimated fair values of financial instruments

	2011				2010

December 31,	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	238,440	$	238,440	$	246,385	$	246,385
Investment in corporate debt securities		6,790		6,790		5,828		5,828
Loan receivable		—		—		230,500		230,500
Financial liabilities:
Long-term debt
Senior secured credit facility		1,714,001		1,716,720		1,589,125		1,589,125
Senior subordinated notes		325,000		353,438		575,000		612,875
Other long-term obligations		1,949		1,949		3,782		3,782
Interest rate swap contracts		—		—		16,746		16,746

Schedule of the estimated useful lives of property and equipment


Land improvements		5 to 15 years
Building and improvements		10 to 40 years
Furniture, fixtures, and equipment		3 to 7 years

Schedule of promotional allowances

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	24,646	$	23,980	$	23,316
Food and beverage		106,687		99,024		108,473
Other		10,483		10,398		10,986

Total promotional allowances	$	141,816	$	133,402	$	142,775

Schedule of estimated cost of providing complimentary services

Year ended December 31,	2011		2010		2009

	(in thousands)
Rooms	$	9,149	$	9,188	$	9,406
Food and beverage		76,357		75,180		77,444
Other		6,430		6,544		6,590

Total cost of complimentary services	$	91,936	$	90,912	$	93,440

Allocation of net income attributable to shareholders under the two-class method

Year ended December, 31	2011

	(in thousands)
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to preferred stock		46,101
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250

Reconciliation of the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS

Year ended December 31,	2011

	(in thousands)
Determination of shares:
Weighted-average common shares outstanding		77,991
Assumed conversion of dilutive employee stock-based awards		1,782
Assumed conversion of preferred stock		27,278

Diluted weighted-average common shares outstanding		107,051

Calculation of basic and diluted EPS for the entity's common stock

Year ended December 31,	2011

	(in thousands, except per share data)
Calculation of basic EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock	$	196,250
Weighted-average common shares outstanding		77,991
Basic EPS	$	2.52
Calculation of diluted EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$	242,351
Diluted weighted-average common shares outstanding		107,051
Diluted EPS	$	2.26

Weighted-average assumptions used in Black-Scholes option pricing model

Year ended December 31,

Risk-free interest rate	1.04	%	2.27	%	2.80	%
Expected volatility	47.60	%	48.02	%	49.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.82		5.73		5.32
Forfeiture rate	5.00	%	5.00	%	5.00	%

- Definition

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13467-108611

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13476-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2011

Property and Equipment

Schedule of property and equipment, net

December 31,	2011			2010

	(in thousands)
Land and improvements	$	362,402		$	298,482
Building and improvements		1,715,144			1,534,117
Furniture, fixtures, and equipment		1,021,362			938,443
Leasehold improvements		16,910			17,089
Construction in progress		256,459			106,963

Total property and equipment		3,372,277			2,895,094
Less accumulated depreciation		(1,095,077	)		(929,320	)

Property and equipment, net	$	2,277,200		$	1,965,774

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets

Reconciliation of goodwill and accumulated goodwill impairment losses


Balance at January 1, 2010:
Goodwill	$	2,024,963
Accumulated goodwill impairment losses		(645,002	)

Goodwill, net	$	1,379,961

Goodwill impairment losses		(188,855	)
Other		(5,350	)

Balance at December 31, 2010:
Goodwill	$	2,019,613
Accumulated goodwill impairment losses		(833,857	)

Goodwill, net	$	1,185,756

Goodwill impairment losses		—
Other		(5,397	)

Balance at December 31, 2011:
Goodwill	$	2,014,216
Accumulated goodwill impairment losses		(833,857	)

Goodwill, net	$	1,180,359

Schedule of gross carrying value, accumulated amortization, and net book value of each major class of other intangible asset

	2011						2010

December 31,	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
	(in thousands)
Indefinite-life intangible assets	$	421,260	$	—	$	421,260	$	412,686	$	—	$	412,686
Other intangible assets		49,666		49,333		333		49,600		47,134		2,466

Total	$	470,926	$	49,333	$	421,593	$	462,286	$	47,134	$	415,152

Schedule of expected intangible asset amortization expense


2012	$	237
2013		38
2014		38
2015		20

Total	$	333

Schedule of goodwill and other intangible assets by reporting unit

Reporting Unit	Remaining Goodwill and other intangible assets at December 31, 2011

Hollywood Casino Lawrenceburg	$	362,491
Hollywood Casino Joliet		210,158
Hollywood Casino Aurora		207,207
Argosy Casino Riverside		159,296
Zia Park Casino		145,777
Argosy Casino Alton		135,511
Argosy Casino Sioux City		92,795
Hollywood Casino Baton Rouge		75,521
Others		213,196

Total	$	1,601,952

- Definition

Tabular disclosure of goodwill by reportable segment and in total. Disclosure details may include, but are not limited to, the carrying amount of goodwill, goodwill acquired during the year, goodwill impairment losses recognized, goodwill written-off due to the sale of a business unit, goodwill not yet allocated, and any other changes to goodwill.

+ References + Details

Long-term Debt and Derivatives (Tables)

12 Months Ended

Dec. 31, 2011

Long-term Debt and Derivatives

Schedule of long-term debt, net of current maturities

December 31,	2011			2010

	(in thousands)
Senior secured credit facility	$	1,715,750		$	1,589,125
$250 million 6³/4% senior subordinated notes due March 2015		—			250,000
$325 million 8³/4% senior subordinated notes due August 2019		325,000			325,000
Other long-term obligations		1,949			3,782
Capital leases		2,215			3,216

		2,044,914			2,171,123
Less current maturities of long-term debt		(44,559	)		(357,927	)
Less discount on senior secured credit facility Term Loan B		(1,749	)		—

	$	1,998,606		$	1,813,196

Schedule of future minimum repayments of long-term debt


2012	$	44,559
2013		51,340
2014		68,848
2015		77,605
2016		767,114
Thereafter		1,035,448

Total minimum payments	$	2,044,914

Schedule of effect of derivative instruments on the consolidated statement of operations

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(672	)	Interest expense	$	(8,173	)	None	$	—

Total	$	(672	)		$	(8,173	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	(10	)

Total		$	(10	)

The effect of derivative instruments on the consolidated statement of operations for the year ended December 31, 2010 was as follows (in thousands):

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(13,998	)	Interest expense	$	(24,424	)	None	$	—

Total	$	(13,998	)		$	(24,424	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	(60	)

Total		$	(60	)

The effect of derivative instruments on the consolidated statement of operations for the year ended December 31, 2009 was as follows (in thousands):

Derivatives in a Cash Flow Hedging Relationship	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

Interest rate swap contracts	$	(23,478	)	Interest expense	$	(30,358	)	None	$	—

Total	$	(23,478	)		$	(30,358	)		$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative

Interest rate swap contracts	Interest expense	$	359

Total		$	359

Schedule of the fair value of the interest rate swap contract liabilities included in accrued interest within the consolidated balance sheet

	December 31, 2010

	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate swap contracts	Accrued interest	$	13,034

Total derivatives designated as hedging instruments		$	13,034

Derivatives not designated as hedging instruments
Interest rate swap contracts	Accrued interest	$	3,712

Total derivatives not designated as hedging instruments		$	3,712

Total derivatives		$	16,746

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

+ Details

- Definition

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References + Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies

Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases

Year ending December 31,

2012	$	6,451
2013		5,156
2014		3,743
2015		2,370
2016		1,973
Thereafter		31,677

Total	$	51,370

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes

Components of the Company's deferred tax assets and liabilities

Year ended December 31,	2011			2010

	(in thousands)
Deferred tax assets:
Stock-based compensation expense	$	37,752		$	31,836
Accrued expenses		53,050			40,355
Deferred tax assets resulting from unrecognized tax benefits		12,231			10,371
State net operating losses		6,165			6,978
Accumulated other comprehensive loss		59			5,238

Gross deferred tax assets		109,257			94,778
Less valuation allowance		(3,160	)		(3,166	)

Net deferred tax assets		106,097			91,612

Deferred tax liabilities:
Property, plant and equipment		(123,525	)		(105,751	)
Intangibles		(117,842	)		(95,227	)

Net deferred tax liabilities		(241,367	)		(200,978	)

Net:	$	(135,270	)	$	(109,366	)

Reflected on consolidated balance sheets:
Current deferred tax assets, net	$	32,306		$	25,206
Noncurrent deferred tax liabilities, net		(167,576	)		(134,572	)

Net deferred taxes	$	(135,270	)	$	(109,366	)

Schedule of the provision/ (benefit) for income taxes charged to operations

Year ended December 31,	2011			2010			2009

	(in thousands)
Current tax expense
Federal	$	106,982		$	55,008		$	65,941
State		23,392			11,630			20,232
Foreign		(5,053	)		1,744			(233	)

Total current		125,321			68,382			85,940

Deferred tax (benefit) expense
Federal		24,893			(4,996	)		(112,072	)
State		(3,333	)		2,792			(34,336	)

Total deferred		21,560			(2,204	)		(146,408	)

Total provision/(benefit)	$	146,881		$	66,178		$	(60,468	)

Reconciliation of the statutory federal income tax rate to the actual effective income tax rate

Year ended December 31,

Percent of pretax income
Federal taxes	35.0	%	35.0	%	35.0	%
State and local income taxes	3.4	%	197.1	%	3.3	%
Permanent differences	2.2	%	1263.1	%	(20.5	)%
Foreign	(1.6	)%	16.1	%	0.4	%
Other miscellaneous items	(1.3	)%	(46.5	)%	0.2	%

	37.7	%	1464.8	%	18.4	%

Year ended December 31,	2011			2010			2009

	(in thousands)
Amount based upon pretax income
Federal taxes	$	136,205		$	1,581		$	(114,758	)
State and local income taxes		13,398			8,905			(10,671	)
Permanent differences		8,405			57,058			67,166
Foreign		(6,223	)		729			(1,291	)
Other miscellaneous items		(4,904	)		(2,095	)		(914	)

	$	146,881		$	66,178		$	(60,468	)

Reconciliation of liability for unrecognized tax benefits

	Noncurrent tax liabilities

	(in thousands)
Balance at December 31, 2009	$	46,702
Additions based on current year positions		5,712
Reductions based on prior year positions		(1,749	)
Decreases due to settlements and/or reduction in liabilities		(16,436	)
Currency translation adjustments		2,617

Balance at December 31, 2010		36,846
Additions based on current year positions		4,309
Additions based on prior year positions		3,178
Decreases due to settlements and/or reduction in liabilities		(10,422	)
Currency translation adjustments		(39	)

Balance at December 31, 2011	$	33,872

- Definition

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

+ References + Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation

Information on stock options issued under the plans

			Weighted-Average Exercise Price			Aggregate Intrinsic Value

						(in thousands)
Outstanding at December 31, 2008	8,804,578		$	28.27	6.30	$	17,677
Granted	1,849,375			22.32
Exercised	(491,078	)		11.06
Canceled	(196,750	)		32.27

Outstanding at December 31, 2009	9,966,125		$	27.83	5.67	$	33,038
Granted	1,868,500			27.19
Exercised	(823,056	)		13.96
Canceled	(177,125	)		28.84

Outstanding at December 31, 2010	10,834,444		$	28.75	5.16	$	76,807
Granted	1,631,000			35.47
Exercised	(695,915	)		24.02
Canceled	(161,500	)		26.96

Outstanding at December 31, 2011	11,608,029		$	30.00	4.53	$	100,337

Schedule of stock options exercisable under the plans

Exercisable at December 31,		Weighted-Average Exercise Price

2011	7,490,154	$	30.26
2010	6,586,882		29.85
2009	5,872,151		27.41

Information about stock options outstanding, by exercise price range

	Exercise Price Range						Total

	$7.95 to $29.22		$29.34 to $35.15		$35.75 to $61.82		$7.95 to $61.82
Outstanding options
Number outstanding		5,559,390		4,484,390		1,564,249		11,608,029
Weighted-average remaining contractual life (years)		3.75		5.30		5.13		4.53
Weighted-average exercise price	$	24.66	$	32.63	$	41.48	$	30.00
Exercisable options
Number outstanding		3,457,765		2,628,140		1,404,249		7,490,154
Weighted-average exercise price	$	24.48	$	31.68	$	41.82	$	30.26

Information on restricted stock awards issued under the plans



Outstanding at December 31, 2008	380,000
Awarded	332,690
Released	(160,000	)
Canceled	—

Outstanding at December 31, 2009	552,690
Awarded	165,110
Released	(203,734	)
Canceled	(20,000	)

Outstanding at December 31, 2010	494,066
Awarded	97,005
Released	(234,772	)
Canceled	(1,010	)

Outstanding at December 31, 2011	355,289

Segment Information (Tables)

12 Months Ended

Dec. 31, 2011

Segment Information

Schedule of information with respect to the Company's segments

	Midwest(1)(2)			East/West(3)		Southern Plains			Other(4)			Total

	(in thousands)
Year ended December 31, 2011
Net revenues	$	826,436		$	1,290,732	$	590,709		$	34,380		$	2,742,257
Income (loss) from operations		211,356			263,423		137,580			(112,778	)		499,581
Depreciation and amortization		62,844			85,723		53,764			9,145			211,476
(Loss) gain from unconsolidated affiliates		—			—		(4,834	)		12,198			7,364
Capital expenditures		206,081			51,701		25,488			9,811			293,081
Year ended December 31, 2010
Net revenues		825,847			997,262		602,257			33,745			2,459,111
(Loss) income from operations		(39,514	)		181,175		125,318			(113,753	)		153,226
Depreciation and amortization		64,402			79,244		59,777			8,964			212,387
Loss from unconsolidated affiliates		—			—		(2,242	)		(23,732	)		(25,974	)
Impairment losses		220,236			—		—			4,473			224,709
Capital expenditures		198,282			118,398		41,215			5,060			362,955
Year ended December 31, 2009
Net revenues		806,866			896,941		632,543			32,925			2,369,275
(Loss) income from operations		(346,260	)		137,418		136,164			(121,920	)		(194,598	)
Depreciation and amortization		49,007			78,896		57,676			8,857			194,436
Loss from unconsolidated affiliates		—			—		(295	)		(826	)		(1,121	)
Impairment losses		532,377			—		—			—			532,377
Capital expenditures		195,648			59,566		31,451			2,886			289,551
Balance sheet at December 31, 2011
Total assets		1,897,164			1,265,438		1,034,506			409,238			4,606,346
Investment in and advances to unconsolidated affiliates		—			110		107,204			66,802			174,116
Goodwill and other intangible assets, net		925,822			226,234		394,018			55,878			1,601,952
Balance sheet at December 31, 2010
Total assets		1,730,760			1,279,200		997,748			455,171			4,462,879
Investment in and advances to unconsolidated affiliates		—			120		41,028			22,972			64,120
Goodwill and other intangible assets, net		923,414			226,450		394,018			57,026			1,600,908

(1): As a result of decreased earning projections resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, the Company recorded a pre-tax goodwill impairment charge during the year ended December 31, 2010 of $144.6 million ($144.6 million, net of taxes) at Hollywood Casino Aurora and $44.2 million ($28.4 million, net of taxes) at Hollywood Casino Joliet, respectively. In addition, in conjunction with the voters determining that the Company's casino in Columbus, Ohio will be located at the site of the former Delphi Automotive plant along Columbus's West Side, rather than the original site in the Arena District, the Company recorded a pre-tax impairment charge of $31.3 million ($20.1 million, net of taxes) during the year December 31, 2010 for the parcel of land that the Company purchased in Columbus's Arena District.
(2): As a result of the anticipated impact of gaming expansion in Ohio, the Company recorded a pre-tax impairment charge of $520.5 million ($368.8 million, net of taxes) during the year ended December 31, 2009, as the Company determined that a portion of the value of the goodwill and indefinite-life intangible assets associated with the original purchase of Hollywood Casino Lawrenceburg was impaired. In addition, in conjunction with the opening of the new casino riverboat at Hollywood Casino Lawrenceburg, the Company recorded a pre-tax impairment charge for the replaced Lawrenceburg vessel of $11.9 million ($7.1 million, net of taxes) during the year ended December 31, 2009.
(3): Net revenue and income from operations for the East/West segment increased by $293.5 million and $82.2 million, respectively, for the year ended December 31, 2011, as compared to the corresponding period in the prior year, primarily due to the acquisition of the M Resort on June 1, 2011, as well as the opening of Hollywood Casino Perryville on September 27, 2010. The East/West segment also experienced an increase in net revenue and income from operations for the years ended December 31, 2011 and 2010 from the introduction of table games in July 2010 at Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course.
(4): (Loss) gain from unconsolidated affiliates for Other for the year ended December 31, 2011 included a gain of $20.2 million on the sale of the Company's joint venture interest in the Maryland Jockey Club in July 2011, whereas results for the year ended December 31, 2010 included the Company's share of losses in the Maryland Jockey Club, which included a $14.4 million charge for the Company's share of a goodwill impairment write-down recorded by the Maryland Jockey Club during the fourth quarter of 2010 as a result of a negative outcome related to a zoning referendum.

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

Summarized Quarterly Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2011

Summarized Quarterly Data (Unaudited)

Schedule of the quarterly results of operations

2010:

	Fiscal Quarter

	First		Second		Third		Fourth
	(in thousands, except per share data)
2011
Net revenues	$	667,023	$	687,879	$	710,905	$	676,450
Income from operations		122,735		140,592		130,335		105,919
Net income		51,528		75,989		70,803		44,031
Earnings per common share:
Basic earnings per common share		0.53		0.79		0.73		0.46
Diluted earnings per common share		0.48		0.71		0.66		0.41
2010
Net revenues	$	592,323	$	598,311	$	638,256	$	630,221
Income (loss) from operations		92,351		51,711		110,462		(101,298	)
Net income (loss) including noncontrolling interests		36,155		6,972		48,345		(153,132	)
Net income (loss) attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries		36,164		9,156		48,345		(153,132	)
Earnings (loss) per common share attributable to the shareholders of Penn National Gaming, Inc. and shareholders:
Basic earnings (loss) per common share		0.37		0.09		0.51		(1.97	)
Diluted earnings (loss) per common share		0.34		0.09		0.46		(1.97	)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2011 Total

Assets:
Investment in corporate debt securities	Other assets	$	—	$	6,790	$	—	$	6,790

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2010 Total

Assets:
Investment in corporate debt securities	Other assets	$	5,828	$	—	$	—	$	5,828
Liabilities:
Interest rate swap contracts	Accrued interest		—		16,746		—		16,746

Certain long-lived assets measured at fair value on nonrecurring basis

	Balance Sheet Location	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2010 Total		Total Reduction in Fair Value Recorded at December 31, 2010

Assets:
Goodwill	Goodwill	$	—	$	—	$	235,924	$	235,924	$	(188,855	)
Indefinite-life intangible assets	Other intangible assets		—		—		—		—		(4,351	)
Long-lived assets	Other assets		—		17,310		—		17,310		(31,503	)

										$	(224,709	)

Business and Basis of Presentation (Details)	Dec. 31, 2011 facility jurisdiction
Business and Basis of Presentation
Number of facilities the entity owns, manages, or has ownership interests in \| facility	25
Number of jurisdictions in which the entity operates \| jurisdiction	18

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Concentration of Credit Risk
Due from West Virginia Lottery for gaming revenue settlements and capital reinvestment projects	$ 10,900	$ 8,100
Receivables	55,455	44,463
Reimbursement of expenses paid on behalf of Casino Rama	11,200	11,100
Racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course	3,600	4,100
Receivables \| Approved casino customers
Concentration of Credit Risk
Markers issued to customers	$ 7,600	$ 4,800

Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Jun. 02, 2011	Dec. 31, 2010	Oct. 31, 2010
Interest Rate Swap Contracts
Reference rate of swap yield curve used to determine fair value of interest rate swaps	LIBOR
Loan Receivable
Loan receivable			$ 230,500
Financial assets:
Investment in corporate debt securities	$ 6,800		5,800
M Resort
Loan Receivable
Purchase of all of the outstanding debt		$ 230,500		$ 230,500
Loan receivable			230,500
Carrying Amount
Financial assets:
Cash and cash equivalents	238,440		246,385
Investment in corporate debt securities	6,790		5,828
Loan receivable			230,500
Financial liabilities:
Senior secured credit facility	1,714,001		1,589,125
Senior subordinated notes	325,000		575,000
Other long-term obligations	1,949		3,782
Interest rate swap contracts			16,746
Fair Value
Financial assets:
Cash and cash equivalents	238,440		246,385
Investment in corporate debt securities	6,790		5,828
Loan receivable			230,500
Financial liabilities:
Senior secured credit facility	1,716,720		1,589,125
Senior subordinated notes	353,438		612,875
Other long-term obligations	$ 1,949		3,782
Interest rate swap contracts			$ 16,746

Summary of Significant Accounting Policies (Details 3) $ in Thousands	12 Months Ended
	Dec. 31, 2011 USD ($) Y obligation issue	Jul. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Goodwill and Other Intangible Assets
Goodwill \| $	$ 1,180,359		$ 1,185,756	$ 1,379,961
Other intangible assets \| $	$ 421,593		$ 415,152
Goodwill as a percentage of total assets	25.60%
Other intangible assets as a percentage of total assets	9.20%
Number of issues that arise with respect to assets that require significant management estimates and judgment \| issue	2
Accounting for Derivatives and Hedging Activities
Number of variable interest payment obligations \| obligation	2
Reference rate of swap yield curve used to determine fair value of interest rate swaps	LIBOR
Maximum borrowing capacity of senior secured credit facility \| $	$ 2,150,000	$ 2,150,000
Loss in OCI related to interest rate swap contracts qualified for cash flow hedge accounting \| $		$ 4,700
Notional value of cash flow hedges \| $	440,000
Notional value of interest rate swap contracts expiring in October 2011 \| $	$ 200,000
Land improvements
Estimated useful lives of property and equipment
Minimum useful lives (in years) \| Y	5
Maximum useful lives (in years) \| Y	15
Building and improvements
Estimated useful lives of property and equipment
Minimum useful lives (in years) \| Y	10
Maximum useful lives (in years) \| Y	40
Furniture, fixtures and equipment
Estimated useful lives of property and equipment
Minimum useful lives (in years) \| Y	3
Maximum useful lives (in years) \| Y	7

Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenue recognition
Promotional allowances	$ 141,816	$ 133,402	$ 142,775
Cost of complimentary services	91,936	90,912	93,440
Gaming and Racing Taxes
Gaming expense	1,060,000	975,700	947,100
Rooms
Revenue recognition
Promotional allowances	24,646	23,980	23,316
Cost of complimentary services	9,149	9,188	9,406
Food and beverage
Revenue recognition
Promotional allowances	106,687	99,024	108,473
Cost of complimentary services	76,357	75,180	77,444
Other
Revenue recognition
Promotional allowances	10,483	10,398	10,986
Cost of complimentary services	$ 6,430	$ 6,544	$ 6,590

Summary of Significant Accounting Policies (Details 5) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Earnings Per Share
Preferred stock, shares outstanding	12,275				12,275				12,275	12,275
Net income loss available to common stockholders
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$ 44,031	$ 70,803	$ 75,989	$ 51,528	$ (153,132)	$ 48,345	$ 9,156	$ 36,164	$ 242,351	$ (59,467)	$ (264,948)
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to preferred stock									46,101
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock									$ 196,250
Determination of shares:
Weighted-average common shares outstanding (in shares)									77,991,000	78,078,602	78,121,571
Assumed conversion of dilutive employee stock-based awards (in shares)									1,782,000
Assumed conversion of preferred stock (in shares)									27,278,000
Diluted weighted-average common shares outstanding (in shares)									107,051,000
Calculation of basic EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries applicable to common stock									$ 196,250
Weighted-average common shares outstanding (in shares)									77,991,000	78,078,602	78,121,571
Basic earnings per common share	$ 0.46	$ 0.73	$ 0.79	$ 0.53	$ (1.97)	$ 0.51	$ 0.09	$ 0.37	$ 2.52	$ (0.76)	$ (3.39)
Calculation of diluted EPS attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Net income attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$ 44,031	$ 70,803	$ 75,989	$ 51,528	$ (153,132)	$ 48,345	$ 9,156	$ 36,164	$ 242,351	$ (59,467)	$ (264,948)
Diluted weighted-average common shares outstanding									107,051,000
Diluted earnings per common share	$ 0.41	$ 0.66	$ 0.71	$ 0.48	$ (1.97)	$ 0.46	$ 0.09	$ 0.34	$ 2.26	$ (0.76)	$ (3.39)
Anti-dilutive securities, options to purchase shares outstanding									3,004,402	10,834,444	9,966,125
Common stock price less than $45
Determination of shares:
Common stock price (in dollars per share)	$ 45								$ 45
Increase in diluted weighted-average common shares outstanding									27,277,778
Common stock price between $45 and $67
Determination of shares:
Aggregate liquidation preference of preferred stock	$ 1,230,000								$ 1,230,000
Common stock price between $45 and $67 \| Maximum
Determination of shares:
Common stock price (in dollars per share)	$ 67								$ 67
Increase in diluted weighted-average common shares outstanding									27,277,778
Common stock price between $45 and $67 \| Minimum
Determination of shares:
Common stock price (in dollars per share)	45								$ 45
Increase in diluted weighted-average common shares outstanding									18,320,896
Common stock price more than $67
Determination of shares:
Common stock price (in dollars per share)	$ 67								$ 67
Increase in diluted weighted-average common shares outstanding									18,320,896

Summary of Significant Accounting Policies (Details 6)	12 Months Ended
Summary of Significant Accounting Policies (Details 6)	Dec. 31, 2011 Y segment property vicepresident	Dec. 31, 2010 Y	Dec. 31, 2009 Y
Stock-Based Compensation
Time period of historical volatility of stock used to estimate expected volatility (in years) \| Y	5.82
Weighted-average assumptions used in the Black-Scholes option-pricing model
Risk-free interest rate (as a percent)	1.04%	2.27%	2.80%
Expected volatility (as a percent)	47.60%	48.02%	49.68%
Weighted-average expected life (in years) \| Y	5.82	5.73	5.32
Forfeiture rate (as a percent)	5.00%	5.00%	5.00%
Certain Risks and Uncertainties
Number of large properties in terms of net revenues that will face new significant competition in the near term \| property	2
Segment Information
Number of senior vice presidents of regional operations \| vicepresident	3
Number of reportable segments \| segment	3
Kansas Entertainment
Segment Information
Ownership interest in joint venture (as a percent)	50.00%
Midwest
Segment Information
Ohio properties under construction \| property	2

New Accounting Pronouncements (Details) $ in Millions	12 Months Ended
New Accounting Pronouncements (Details) $ in Millions	Dec. 31, 2011 statement	Jan. 02, 2011 USD ($)
New Accounting Pronouncements
Number of separate statements in which the entity is required to present comprehensive income \| statement	2
Increase in retained earnings due to adoption of new accounting pronouncement \| $		$ 2.9

Acquisitions and Other Recent Business Ventures (Details) $ in Millions	1 Months Ended
	Feb. 28, 2011 acre sqft paddock story mi	Jun. 02, 2011 USD ($)	Oct. 31, 2010 USD ($)	Jul. 02, 2010 acre
M Resort
Acquisition
Purchase price of the acquired entity \| $		$ 230.5	$ 230.5
Rosecroft Raceway
Acquisition
Location of facility in distance from major metropolitan area (in miles) \| mi	13
Size of property where facility is located (in acres) \| acre	125
Length of oval track at raceway (in miles)	5/8-mile
Number of race paddocks at raceway \| paddock	7
Size of grandstand building at raceway (in square feet) \| sqft	53,000
Size of clubhouse building at raceway (in square feet) \| sqft	96,000
Number of stories in clubhouse building at raceway \| story	3
Beulah Park
Acquisition
Size of property where facility is located (in acres) \| acre				210

Loan Receivable (Details) - USD ($) $ in Thousands	Jun. 02, 2011	Dec. 31, 2010	Oct. 31, 2010
Loan Receivable
Loan receivable		$ 230,500
M Resort
Loan Receivable
Amount of debt acquired in an anticipated noncash conversion	$ 230,500		$ 230,500
Loan receivable		$ 230,500
Purchase price allocated to property and equipment, net	203,700
Purchase price allocated to total current assets	13,700
Purchase price allocated to loan receivable within total other assets	2,400
Purchase price allocated to total current liabilities	$ 17,300

Investment In and Advances to Unconsolidated Affiliates (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2011 USD ($) sqft machine tablegame pokartable space	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Apr. 08, 2011 acre sqft mi
Business ventures
Loss from unconsolidated affiliates			$ (7,364)	$ 25,974	$ 1,121
Goodwill impairment				188,855
Investment balance in joint venture	$ 174,116	$ 64,120	$ 174,116	64,120
Kansas Entertainment
Business ventures
Ownership interest in joint venture (as a percent)	50.00%		50.00%
Planned facility construction costs including license fees			$ 411,000
Area of Casino (in square foot) \| sqft			95,000
Number of slot machines \| machine			2,000
Number of table games \| tablegame			52
Number of poker tables \| pokartable			12
Number of space parking \| space			1,253
Proportionate share in joint venture			$ 155,000
Funding for capital expenditure and other operating expenses			70,900	30,600	$ 12,900
Maryland RE & R LLC
Business ventures
Gain on sale of joint venture interest			$ 20,200
Loss from unconsolidated affiliates				$ 14,400
Goodwill impairment		$ 14,400
MAXXAM
Business ventures
Ownership interest in joint venture (as a percent)	50.00%		50.00%
Loan provided to joint venture to cover development costs			$ 375,000
MAXXAM \| Senior financing
Business ventures
Variable rate basis			LIBOR
MAXXAM \| Senior financing \| Maximum
Business ventures
Basis points added to reference rate (as a percent)	9.00%		9.00%
MAXXAM \| Senior financing \| Minimum
Business ventures
Basis points added to reference rate (as a percent)	8.00%		8.00%
MAXXAM \| Subordinated financing
Business ventures
Variable rate basis			LIBOR
MAXXAM \| Subordinated financing \| Maximum
Business ventures
Basis points added to reference rate (as a percent)	6.00%		6.00%
MAXXAM \| Subordinated financing \| Minimum
Business ventures
Basis points added to reference rate (as a percent)	5.00%		5.00%
New Jersey Joint Venture
Business ventures
Goodwill impairment	$ 5,900
Investment balance in joint venture	$ 11,200		$ 11,200
Sam Houston Race Park in Houston
Business ventures
Size of race park (in acres) \| acre						323
Location of facility in distance from major metropolitan area (in miles) \| mi						15
Valley Race Park in Harlingen
Business ventures
Size of race park (in acres) \| acre						80
Size of dog racing and simulcasting facility (in square feet) \| sqft						91,000
Planned racetrack in Laredo
Business ventures
Size of property for a planned development of racetrack (in acres) \| acre						135
Freehold Raceway
Business ventures
Ownership interest in joint venture (as a percent)	50.00%		50.00%
Texas Racing Commission
Business ventures
Ownership interest in joint venture (as a percent)						50.00%

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Plant and equipment
Property and equipment		$ 3,372,277	$ 2,895,094
Less accumulated depreciation		(1,095,077)	(929,320)
Property and equipment, net		2,277,200	1,965,774
Pre-tax impairment charge for the replaced Lawrenceburg vessel			224,709	$ 532,377
Property and equipment increase, total, due primarily to acquisition		477,200
Depreciation expense		209,300	206,600	187,800
Interest capitalized in connection with major construction projects		5,600	5,500	7,000
Pre-tax impairment charge of land purchased in Columbus's Arena District	$ 30,500		31,300
After tax impairment charge of land purchased in Columbus's Arena District	$ 19,600		20,100
Replaced casino riverboat
Plant and equipment
Pre-tax impairment charge for the replaced Lawrenceburg vessel			200	11,900
After tax impairment charge for the replaced Lawrenceburg vessel				$ 7,100
Land and improvements
Plant and equipment
Property and equipment		362,402	298,482
Building and improvements
Plant and equipment
Property and equipment		1,715,144	1,534,117
Furniture, fixtures and equipment
Plant and equipment
Property and equipment		1,021,362	938,443
Leasehold improvements
Plant and equipment
Property and equipment		16,910	17,089
Construction in progress
Plant and equipment
Property and equipment		$ 256,459	$ 106,963

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Reconciliation of goodwill and accumulated goodwill impairment losses
Balance at the beginning of the period, Goodwill gross		$ 2,019,613	$ 2,024,963
Balance at the beginning of the period, Accumulated goodwill impairment losses		(833,857)	(645,002)
Balance at the beginning of the period, Goodwill, net		1,185,756	1,379,961
Balance at the end of the period, Goodwill gross	$ 2,019,613	2,014,216	2,019,613	$ 2,024,963
Balance at the end of the period, Accumulated goodwill impairment losses	(833,857)	(833,857)	(833,857)	(645,002)
Balance at the end of the period, Goodwill, net	1,185,756	1,180,359	1,185,756	1,379,961
Goodwill impairment losses			(188,855)
Other		(5,397)	(5,350)
Intangible assets
Indefinite-life intangible assets, Gross Carrying Value	412,686	421,260	412,686
Other intangible assets, Gross Carrying Value	49,600	49,666	49,600
Other intangible assets, Accumulated Amortization	47,134	49,333	47,134
Other intangible assets, Net Book Value	2,466	333	2,466
Intangible assets, Gross Carrying Value	462,286	470,926	462,286
Intangible assets, Net Book Value	415,152	421,593	415,152
Change in indefinite life intangible assets during the period			34,200	(310,200)
Write-down of trademark intangible asset	4,400		4,400
Write-down of trademark intangible asset, after tax	2,800		2,800
Intangible asset amortization expense		2,200	5,800	6,600
Expected future amortization expense
2012		237
2013		38
2014		38
2015		20
Total		333
Goodwill and other intangible assets
Decrease in goodwill during the period			194,200	218,600
Pre-tax goodwill impairment charge			188,855
Reporting Units
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		1,601,952
Hollywood Casino Lawrenceburg
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill impairment losses				(213,300)
Goodwill and other intangible assets
Pre-tax goodwill impairment charge				213,300
Goodwill impairment charge, net of taxes				188,700
Indefinite-life intangible assets impairment				307,200
Indefinite-life intangible assets impairment, after tax				$ 180,100
Remaining goodwill and other intangible assets		362,491
Hollywood Casino Joliet
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill impairment losses	(44,200)		(44,200)
Goodwill and other intangible assets
Pre-tax goodwill impairment charge	44,200		44,200
Goodwill impairment charge, net of taxes	28,400		28,400
Remaining goodwill and other intangible assets		210,158
Hollywood Casino Aurora
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill impairment losses	(144,600)		(144,600)
Goodwill and other intangible assets
Pre-tax goodwill impairment charge	144,600		144,600
Goodwill impairment charge, net of taxes	$ 144,600		$ 144,600
Remaining goodwill and other intangible assets		207,207
Argosy Casino Riverside
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		159,296
Zia Park Casino
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		145,777
Argosy Casino Alton
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		135,511
Argosy Casino Sioux City
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		92,795
Hollywood Casino Baton Rouge
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		75,521
Others
Goodwill and other intangible assets
Remaining goodwill and other intangible assets		$ 213,196

Investment in Corporate Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2011
Investment in Corporate Securities
Investment in corporate debt securities of other gaming companies			$ 47,300
Sale of investment in corporate debt securities		$ 42,200
Gain realized on sale of investment		$ 6,598
Fair value of remaining investment	$ 5,800			$ 6,800
Pre-tax charge to write down the investment to its fair value	$ 265
Unrealized gain on investment				$ 1,100

- Definition

This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents Available-for-sale Securities which consist of all investments in certain debt and equity securities neither classified as trading or held-to-maturity securities. A debt security represents a creditor relationship with an enterprise. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities which are categorized as Available-for-sale.

+ References + Details

- Definition

The amount of other than temporary impairment losses on investments in debt and equity securities categorized as Available-for-sale which have been recognized in earnings during the period. Such impairment losses consist of other than temporary impairments (OTTI) on equity securities, credit losses on investments in debt securities, and when the entity intends to sell an impaired debt security or it is more likely than not that the entity will be required to sell the impaired debt security before recovery of its amortized cost basis.

+ References + Details

- Definition

The cash outflow to acquire debt securities classified as available-for-sale securities, because they are not classified as either held-to-maturity securities or trading securities.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 18
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 17
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Investing Activities
-URI http://asc.fasb.org/extlink&oid=6516133

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6871852&loc=d3e26853-111562

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 13
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3213-108585

+ Details

Long-term Debt and Derivatives (Details) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Long-term Debt
Debt	$ 2,044,914	$ 2,171,123
Less current maturities of long-term debt	(44,559)	(357,927)
Less discount on senior secured credit facility term loan B	(1,749)
Long-term debt, net of current maturities	1,998,606	1,813,196
Senior secured credit facility
Long-term Debt
Debt	$ 1,715,750	1,589,125
$250 million 6 3/4% senior subordinated notes due March 2015
Long-term Debt
Debt		$ 250,000
Debt instrument interest rate stated percentage	6.75%	6.75%
$325 million 8 3/4% senior subordinated notes due August 2019
Long-term Debt
Debt	$ 325,000	$ 325,000
Debt instrument interest rate stated percentage	8.75%	8.75%
Other long-term obligations
Long-term Debt
Debt	$ 1,949	$ 3,782
Capital leases
Long-term Debt
Debt	$ 2,215	$ 3,216

Long-term Debt and Derivatives (Details 2) $ in Thousands	1 Months Ended	12 Months Ended
Long-term Debt and Derivatives (Details 2) $ in Thousands	Jul. 31, 2011 USD ($) loan	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Jul. 14, 2011 USD ($)
Future minimum repayments of long-term debt
2012		$ 44,559
2013		51,340
2014		68,848
2015		77,605
2016		767,114
Thereafter		1,035,448
Total minimum payments		2,044,914	$ 2,171,123
Letters of credit outstanding		1,715,800
Available borrowing capacity		388,100
Long-term Debt
Maximum borrowing capacity	$ 2,150,000	2,150,000
Number of term loans \| loan	2
Loss on early extinguishment of debt		17,838	519	$ 4,793
Senior secured credit facility
Future minimum repayments of long-term debt
Total minimum payments		1,715,750	$ 1,589,125
Long-term Debt
Maximum borrowing capacity					$ 2,150,000
Term loan amount outstanding		24,900
Revolving credit facility
Long-term Debt
Maximum borrowing capacity					$ 700,000
Revolving credit facility amount outstanding		$ 287,000
Interest rate, description		LIBOR
Interest rate added to the base rate (as a percent)		1.50%
Variable rate Term Loan A
Long-term Debt
Additional borrowings	$ 700,000
Term loan amount outstanding		$ 682,500
Interest rate, description		LIBOR
Interest rate added to the base rate (as a percent)		1.50%
Variable rate Term Loan B
Long-term Debt
Additional borrowings	750,000
Term loan amount outstanding		$ 746,300
Interest rate, description		LIBOR
Interest rate added to the base rate (as a percent)		2.75%
Interest rate description floor rate (as a percent)		1.00%
Previous senior secured credit facility
Long-term Debt
Retirement of previous senior secured credit facility obligation	$ 1,518,100
Loss on early extinguishment of debt		$ 10,200

Long-term Debt and Derivatives (Details 3) - USD ($)	1 Months Ended					12 Months Ended
Long-term Debt and Derivatives (Details 3) - USD ($)	Jun. 30, 2011	Sep. 30, 2010	Jun. 30, 2010	Apr. 30, 2010	Aug. 31, 2009	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Jul. 31, 2011
Long-term Debt
Loss on early extinguishment of debt						$ 17,838,000	$ 519,000	$ 4,793,000
$250 million 6 3/4% senior subordinated notes due March 2015
Long-term Debt
Principal amount of long-term debt							$ 250,000,000		$ 250,000,000
Redemption price of debt									1,022.50
Principal amount of notes, basis for redemption price									$ 1,000
Loss on early extinguishment of debt						$ 7,600,000
Debt instrument interest rate stated percentage						6.75%	6.75%
$325 million 8 3/4% senior subordinated notes due August 2019
Long-term Debt
Principal amount of long-term debt					$ 325,000,000
Debt instrument interest rate stated percentage						8.75%	8.75%
$325 million 8 3/4% senior subordinated notes due August 2019 \| Redemption price though August 15, 2014
Long-term Debt
Basis of reference rate to discount scheduled interest payments to determine redemption price of notes						Treasury rate
Basis points added to reference rate to discount scheduled interest payments to determine redemption price of notes (as a percent)						0.50%
$325 million 8 3/4% senior subordinated notes due August 2019 \| Redemption price on or after August 15, 2014 before reduction to par by 2017
Long-term Debt
Percentage of principal amount at which the entity may redeem all or part of the notes (as a percent)						104.375%
Other long-term obligations
Long-term Debt
Total amount payable on termination contract with the city of Aurora, Illinois				$ 7,000,000
Annual payments to have off duty Aurora police officials provide security at Hollywood Casino Aurora each day				$ 1,000,000
Periodic payment made for termination contract with City of Aurora	$ 2,000,000	$ 1,500,000	$ 1,500,000
Final payment on termination contract due in June 2012						$ 2,000,000

Long-term Debt and Derivatives (Details 4) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Interest Rate Swap Contracts
Percentage of debt hedged by interest rate derivatives, excluding revolving credit, as required by credit facility	50.00%
Maximum length of time from closing of credit facility to enter into a fixed rate debt arrangement or interest rate swap	100 days
Derivatives instruments impact on consolidated statement of income
Derivatives Not Designated as Hedging Instruments, Gain (Loss) Recognized in Income on Derivative	$ (10)	$ (60)	$ 359
Interest rate swap contracts
Derivatives instruments impact on consolidated statement of income
Derivatives Not Designated as Hedging Instruments, Gain (Loss) Recognized in Income on Derivative	(10)	(60)	359
Unrealized losses within accumulated other comprehensive loss	9,400
De-designated as hedging instruments
Derivatives instruments impact on consolidated statement of income
Amortization from OCI related to de-designation of derivatives	7,200	15,400	15,900
Derivatives in a Cash Flow Hedging Relationship
Derivatives instruments impact on consolidated statement of income
Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(672)	(13,998)	(23,478)
Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	(8,173)	(24,424)	(30,358)
Derivatives in a Cash Flow Hedging Relationship \| Interest rate swap contracts
Derivatives instruments impact on consolidated statement of income
Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(672)	(13,998)	(23,478)
Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	$ (8,173)	$ (24,424)	$ (30,358)

Long-term Debt and Derivatives (Details 5) $ in Thousands	Dec. 31, 2010 USD ($)
Derivatives instruments impact on consolidated balance sheets
Fair value of derivative liabilities	$ 16,746
Derivatives designated as hedging instruments
Derivatives instruments impact on consolidated balance sheets
Fair value of derivative liabilities	13,034
Derivatives designated as hedging instruments \| Interest rate swap contracts
Derivatives instruments impact on consolidated balance sheets
Fair value of derivative liabilities	13,034
Derivatives not designated as hedging instruments
Derivatives instruments impact on consolidated balance sheets
Fair value of derivative liabilities	3,712
Derivatives not designated as hedging instruments \| Interest rate swap contracts
Derivatives instruments impact on consolidated balance sheets
Fair value of derivative liabilities	$ 3,712

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended		12 Months Ended			67 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Aug. 31, 2011 USD ($)	Sep. 30, 2008 USD ($)	Dec. 31, 2011 USD ($) Y lease	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2011 USD ($)	Jun. 12, 2009 racetrack	Jan. 21, 2009 brief	Sep. 11, 2008 USD ($)	Jul. 16, 2008 plantiff	Apr. 20, 2007 order	May 30, 2006 riverboat	May 26, 2006 casino
Operating Lease Commitments
Total rental expense under agreements			$ 28,900	$ 30,500	$ 31,500
Revenue sharing provision as a percentage of gross slot revenue under the lease agreement			3.00%
Initial term of lease (in years) \| Y			15
Number of ten-year lease renewal options \| lease			3
Term of lease renewal options (in years) \| Y			10
Rent to be paid by BTN expressed as a percentage of adjusted gaming win under the Amended Lease			5.00%
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases
2012			$ 6,451			$ 6,451
2013			5,156			5,156
2014			3,743			3,743
2015			2,370			2,370
2016			1,973			1,973
Thereafter			31,677			31,677
Total			51,370			51,370
Capital Expenditure Commitments
Capital expenditures including licensing fees under current construction program for 2012			452,400			452,400
Contractual commitment to spend on capital expenditures			205,000			205,000
CD Gaming Ventures, LLC
Litigation
Purchase price of real estate acquired by the Company	$ 11,000
Subsidy on local horse racing interests
Litigation
Number of casinos affected by the law requiring payment of a surcharge \| casino													4
Number of casinos in Illinois \| casino													9
Percentage of tax surcharge to subsidize local horse racing interests													3.00%
Number of other riverboats affected by the law \| riverboat												2
Number of orders by which court ordered law unconditional \| order											2
Number of amicus curiae briefs filed \| brief								7
Number of racetracks included in lawsuit \| racetrack							2
Incremental gaming tax expense			$ 5,500			$ 55,200
Subsidy on local horse racing interests \| Hollywood Casino Joliet
Litigation
Percentage of tax surcharge being paid			3.00%			3.00%
Subsidy on local horse racing interests \| Hollywood Casino Aurora
Litigation
Percentage of tax surcharge being paid			3.00%			3.00%
Purported class action lawsuit for violation of Securities Exchange Act of 1934
Litigation
Number of plaintiffs added \| plantiff										3
Breach in pre-development agreement \| Kansas Penn Gaming, LLC
Litigation
Privilege fee paid in conjunction with the gaming application for the Cherokee County zone									$ 25,000
Breach in pre-development agreement \| Kansas Penn Gaming, LLC \| Minimum
Litigation
Damages sought value		$ 50,000
Litigation against HV Properties of Kansas, LLC ("HV") \| Kansas Penn Gaming, LLC
Litigation
Damages sought value		37,500
Amount awarded towards the reimbursement of the attorneys' fees and costs incurred		$ 900

Commitments and Contingencies (Details 2) $ in Millions	12 Months Ended
Commitments and Contingencies (Details 2) $ in Millions	Dec. 31, 2011 USD ($) plan employee	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Profit sharing plan under the provisions of Section 401(k)
Employer's discretionary match contribution up to a maximum of 6% of eligible employee compensation (as a percent)	50.00%
Maximum percentage of eligible employee compensation eligible for discretionary employer match contribution	6.00%
Matching contributions for the profit-sharing plan	$ 3.7	$ 3.5	$ 3.6
Defined contribution plan, the Charles Town Races Future Service Retirement Plan
Matching contribution as a percentage of the daily mutual handle	0.25%
Matching contribution as a percentage of net video lottery revenue up to a base	1.00%
Matching contribution as a percentage of table revenue after the base is met	0.50%
Matching contribution as a percentage of poker revenue after the base is met	0.84%
Number of plans for which matching contribution is made \| plan	2
Contributions for the two plans at Hollywood Casino at Charles Town Races	$ 3.8	3.1	2.7
Non-qualified deferred compensation plan
Vesting period for matching contribution by employer under the plan (in years)	P5Y
Employer's matching contributions for the non-qualified deferred compensation plan	$ 2.3	1.8	$ 1.5
Deferred compensation liability, which was included in other current liabilities	$ 41.2	$ 37.6
Number of employees \| Represented by a single union
Labor Agreements
Threshold number of employees under agreement for separate disclosure of unions \| employee	50
Seafarers Entertainment and Allied Trade Union
Labor Agreements
Number of employees under agreements \| employee	1,860
UNITE/HERE
Labor Agreements
Number of employees under agreements \| employee	280

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Deferred tax assets:
Stock-based compensation expense	$ 37,752	$ 31,836
Accrued expenses	53,050	40,355
Deferred tax assets resulting from unrecognized tax benefits	12,231	10,371
State net operating losses	6,165	6,978
Accumulated other comprehensive loss	59	5,238
Gross deferred tax assets	109,257	94,778
Less valuation allowance	(3,160)	(3,166)
Net deferred tax assets	106,097	91,612
Deferred tax liabilities:
Property, plant and equipment	(123,525)	(105,751)
Intangibles	(117,842)	(95,227)
Net deferred tax liabilities	(241,367)	(200,978)
Net:	(135,270)	(109,366)
Reflected on consolidated balance sheets:
Current deferred tax assets, net	32,306	25,206
Noncurrent deferred tax liabilities, net	(167,576)	(134,572)
Net:	(135,270)	(109,366)
Operating loss carryforwards
Tax benefit associated with net operating loss carryforwards	6,165	$ 6,978
State
Deferred tax assets:
State net operating losses	6,200
Operating loss carryforwards
Net operating loss carryforwards	143,900
Tax benefit associated with net operating loss carryforwards	6,200
Valuation allowance recorded to reflect the net operating losses which are not presently expected to be realized	3,200
State \| Certain subsidiaries
Operating loss carryforwards
Gross state net operating loss carryforwards for which no benefit has been recorded as they are attributable to uncertain tax positions	857,100
Unrecognized tax benefits attributable to the net operating losses	54,100
Increase to equity in the event of any benefit from realization of net operating losses	$ 8,900

Income Taxes (Details 2) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Current tax expense
Federal	$ 106,982	$ 55,008	$ 65,941
State	23,392	11,630	20,232
Foreign	(5,053)	1,744	(233)
Total current	125,321	68,382	85,940
Deferred tax (benefit) expense
Federal	24,893	(4,996)	(112,072)
State	(3,333)	2,792	(34,336)
Total deferred	21,560	(2,204)	(146,408)
Total provision/ (benefit)	$ 146,881	$ 66,178	$ (60,468)
Percent on pretax income
Federal taxes (as a percent)	35.00%	35.00%	35.00%
State and local income taxes (as a percent)	3.40%	197.10%	3.30%
Permanent differences (as a percent)	2.20%	1263.10%	(20.50%)
Foreign (as a percent)	(1.60%)	16.10%	0.40%
Other miscellaneous items (as a percent)	(1.30%)	(46.50%)	0.20%
Actual effective income tax rate (as a percent)	37.70%	1464.80%	18.40%
Amount based upon pre-tax income
Federal taxes	$ 136,205	$ 1,581	$ (114,758)
State and local income taxes	13,398	8,905	(10,671)
Permanent differences	8,405	57,058	67,166
Foreign	(6,223)	729	(1,291)
Other miscellaneous items	(4,904)	(2,095)	(914)
Total provision/ (benefit)	146,881	66,178	(60,468)
Reconciliation of liability for unrecognized tax benefits
Balance at the beginning of the period	36,846	46,702
Additions based on current year positions	4,309	5,712
Reductions based on prior year positions		(1,749)
Additions based on prior year positions	3,178
Decreases due to settlements and/or reduction in liabilities	(10,422)	(16,436)
Currency translation adjustments	(39)	2,617
Balance at the end of the period	$ 33,872	$ 36,846	$ 46,702

Income Taxes (Details 3) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 3) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Income Taxes
Tax reserves related to current year uncertain tax positions	$ 4,100
Accrued interest related to current year uncertain tax positions	200
Previously recorded tax reserves for uncertain tax positions that have settled and/or closed	6,700
Previously recorded accrued interest for uncertain tax positions that have settled and/or closed	3,700
Current year tax reverses and accrued interest reversals related to foreign tax positions	7,300
Current year tax reverses and accrued interest reversals as reclassification against income taxes payable	2,300
Federal deferred tax benefit in the current year associated with its uncertain tax positions	1,900
Tax positions that, if reversed, would affect the effective tax rate	21,500	$ 32,900
Currency translation adjustments for foreign currency tax positions	(39)	2,617
Interest and penalties recognized, net of deferred taxes	300	1,000
Reductions in previously accrued interest and penalties	$ 2,300
Prepaid income taxes		$ 42,400

Shareholders' Equity (Details) $ / shares in Units, $ in Thousands	1 Months Ended					12 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Oct. 31, 2008 designee shares	Jul. 31, 2008 USD ($)	Jun. 30, 2007 $ / shares	Dec. 31, 2011 USD ($) D demandregistration $ / shares shares	Dec. 31, 2010 USD ($) $ / shares shares	Jul. 03, 2008 USD ($)
Stockholders' Equity
Amount for which shares of stock are repurchased						$ 105,206	$ 35,858
Preferred equity investment
Consideration that the shareholders would have received under merger agreement before termination (in dollars per share) \| $ / shares					$ 67.00
Total consideration from the termination of the Merger Agreement				$ 1,475,000
Non-refundable cash termination fee from the termination of the Merger Agreement				$ 225,000
Investment in preferred equity from the termination of the Merger Agreement								$ 1,250,000
Repurchase value of preferred stock							$ 11,200
Number of Purchaser Designees that Fortress and the Company would appoint until Fortress and its affiliates own less than two-thirds of the shares of the Investment issued to them \| designee			1
Number of demand registrations that the purchasers and any permitted transferees of Registrable Securities are entitled to \| demandregistration						4
Minimum
Preferred equity investment
Percentage of common stock acquired which would restrict voting rights						20.00%
Beneficial ownership by investment holders which entitles them to preemptive rights under the Investor Rights Agreement (as a percent)						66.67%
Maximum
Preferred equity investment
Period to accord voting rights to holders of securities in excess of twenty percent (in days) \| D						90
Required investment ownership percentage by Fortress and its affiliates, in which a Purchaser Designee should be appointed if requirement is not met			66.67%
Beneficial ownership of the Common Stock by the purchasers (as a percent)						2.50%
Common Stock
Stockholders' Equity
Amount of common stock authorized to repurchase	$ 300,000	$ 300,000
Number of shares of common stock repurchased \| shares						2,981,406	1,526,400
Amount for which shares of stock are repurchased						$ 105,200	$ 35,900
Average price paid per share of common stock repurchased \| $ / shares						$ 35.29	$ 23.49
Preferred equity investment
Number of shares of a common stock issuance necessary to redeem all shares of preferred stock \| shares						27,300,000
Preferred Stock
Preferred equity investment
Issuance of preferred stock (in shares) \| shares			12,500
Repurchase of Preferred Stock (in shares) \| shares							225
Repurchase value of preferred stock							$ 11,200
Aggregate liquidation preference						$ 1,230,000
Number of consecutive trading days considered for measurement of average trading price (in days) \| D						20
Redemption price of the Investment						$ 1,040,000
Preferred Stock \| Minimum
Preferred equity investment
Threshold of the consideration per share paid to the holders of the Common Stock in the event of a change-in-control transaction which would require consideration for holders of preferred stock \| $ / shares						$ 67
Average trading price of the Common Stock (in dollars per share) \| $ / shares						67
Preferred Stock \| Maximum
Preferred equity investment
Threshold for consideration per share from change in control or other significant transactions to allow voting rights with common stock on an as-converted basis \| $ / shares						$ 45
Premium on stock repurchase for which the approval of holders of a majority of the Investment shares is required (as a percent)						20.00%
Threshold of the consideration per share paid to the holders of the common stock in the event of a change-in-control transaction which would require consideration for holders of preferred stock \| $ / shares						$ 45
Average trading price of the Common Stock (in dollars per share) \| $ / shares						$ 45

Noncontrolling Interests (Details) $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
Noncontrolling Interests (Details) $ in Thousands	Jul. 31, 2010 USD ($) Project	Jul. 16, 2010 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Nov. 30, 2009
Noncontrolling Interests
Noncontrolling interest's portion of the net loss for the proposed facilities			$ 2,193	$ 2,465
Contributions from noncontrolling interest for termination of the Funding and Option Agreement			(25,000)	1,900
Lakes Entertainment Inc.
Noncontrolling Interests
Noncontrolling interest's portion of the net loss for the proposed facilities		$ 2,800	$ 2,200	2,465
Contributions from noncontrolling interest for termination of the Funding and Option Agreement	$ (25,000)			$ 1,900
Number of projects in which all of the rights, title and interests held by the noncontrolling interest were relinquished \| Project	2
Lakes Entertainment Inc. \| Maximum
Noncontrolling Interests
Investment in equity interest in each of the Company's proposed facilities in Columbus and Toledo, Ohio pursuant to the Funding and Option Agreement (as a percent)					10.00%

- Definition

The portion of net Income or Loss attributable to the noncontrolling interest (if any) deducted in order to derive the portion attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591552-111686

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591551-111686

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Jul. 01, 2011 shares	Nov. 30, 2008 shares	Jun. 30, 2003	Dec. 31, 2011 USD ($) Y $ / shares shares	Dec. 31, 2010 USD ($) Y $ / shares shares	Dec. 31, 2009 USD ($) Y $ / shares shares	Jun. 09, 2011 shares	Dec. 31, 2008 USD ($) Y	Nov. 12, 2008 shares	Jun. 02, 2003 shares
Stock-based compensation
Exercise price of options granted, low end of range (in dollars per share) \| $ / shares				$ 7.95
Exercise price of options granted, high end of range (in dollars per share) \| $ / shares				61.82
Stock options
Stock-based compensation
Exercise price of options granted, low end of range (in dollars per share) \| $ / shares				7.95
Exercise price of options granted, high end of range (in dollars per share) \| $ / shares				$ 61.82
Number of Option Shares
Outstanding at the beginning of the period (in shares)				10,834,444	9,966,125	8,804,578
Granted (in shares)				1,631,000	1,868,500	1,849,375
Exercised (in shares)				(695,915)	(823,056)	(491,078)
Canceled (in shares)				(161,500)	(177,125)	(196,750)
Outstanding at the end of the period (in shares)				11,608,029	10,834,444	9,966,125
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share) \| $ / shares				$ 28.75	$ 27.83	$ 28.27
Granted (in dollars per share) \| $ / shares				35.47	27.19	22.32
Exercised (in dollars per share) \| $ / shares				24.02	13.96	11.06
Canceled (in dollars per share) \| $ / shares				26.96	28.84	32.27
Outstanding at the end of the period (in dollars per share) \| $ / shares				$ 30.00	$ 28.75	$ 27.83
Additional disclosures
Weighted-Average Remaining Contractual Term (in years) \| Y				4.53	5.16	5.67		6.30
Aggregate Intrinsic Value (in dollars) \| $				$ 100,337	$ 76,807	$ 33,038		$ 17,677
Weighted-average grant-date fair value of options granted (in dollars per share) \| $ / shares				$ 16.68	$ 12.92	$ 8.91
Exercisable
Number of Option Shares				7,490,154	6,586,882	5,872,151
Weighted-Average Exercise Price (in dollars per share) \| $ / shares				$ 30.26	$ 29.85	$ 27.41
Aggregate intrinsic value of stock options exercised (in dollars) \| $				$ 9,500	$ 15,100	$ 8,400
Weighted-average remaining contractual term (in years) \| Y				4.08
Aggregate intrinsic value (in dollars) \| $				$ 64,700
Stock options \| Chairman
Number of Option Shares
Outstanding at the beginning of the period (in shares)				23,750	23,750
Outstanding at the end of the period (in shares)				23,750	23,750	23,750
Weighted-Average Exercise Price
Outstanding at the end of the period (in dollars per share) \| $ / shares				$ 7.95
2003 Plan
Stock-based compensation
Number of shares of common stock available for awards										12,000,000
2003 Plan \| Incentive stock options
Stock-based compensation
Exercise price per share as a percentage of the fair market value of the Common Stock			100.00%
2003 Plan \| Nonqualified stock options
Stock-based compensation
Exercise price per share as a percentage of the fair market value of the Common Stock			85.00%
2008 Plan
Stock-based compensation
Number of shares of common stock available for awards							9,250,000
Increase in number of shares of common stock available for awards									2,350,000
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan	2.44
2008 Plan \| Stock options
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan		1
Options available for future grants (in shares)				2,929,655
2008 Plan \| Stock appreciation rights
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan		1
2008 Plan \| Restricted stock and Other full value stock awards
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan		2.16

Stock-Based Compensation (Details 2)	12 Months Ended
Stock-Based Compensation (Details 2)	Dec. 31, 2011 Y $ / shares shares
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	$ 7.95
High end of exercise price range (in dollars per share)	$ 61.82
Outstanding options
Number outstanding (in shares) \| shares	11,608,029
Weighted-average remaining contractual life (in years) \| Y	4.53
Weighted-average exercise price (in dollars per share)	$ 30.00
Exercisable options
Number outstanding (in shares) \| shares	7,490,154
Weighted-average exercise price (in dollars per share)	$ 30.26
Exercise Price Range $7.95 to $29.22
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	7.95
High end of exercise price range (in dollars per share)	$ 29.22
Outstanding options
Number outstanding (in shares) \| shares	5,559,390
Weighted-average remaining contractual life (in years) \| Y	3.75
Weighted-average exercise price (in dollars per share)	$ 24.66
Exercisable options
Number outstanding (in shares) \| shares	3,457,765
Weighted-average exercise price (in dollars per share)	$ 24.48
Exercise Price Range $29.34 to $35.15
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	29.34
High end of exercise price range (in dollars per share)	$ 35.15
Outstanding options
Number outstanding (in shares) \| shares	4,484,390
Weighted-average remaining contractual life (in years) \| Y	5.30
Weighted-average exercise price (in dollars per share)	$ 32.63
Exercisable options
Number outstanding (in shares) \| shares	26,281,40.
Weighted-average exercise price (in dollars per share)	$ 31.68
Exercise Price Range $35.75 to $61.82
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	35.75
High end of exercise price range (in dollars per share)	$ 61.82
Outstanding options
Number outstanding (in shares) \| shares	1,564,249
Weighted-average remaining contractual life (in years) \| Y	5.13
Weighted-average exercise price (in dollars per share)	$ 41.48
Exercisable options
Number outstanding (in shares) \| shares	1,404,249
Weighted-average exercise price (in dollars per share)	$ 41.82

Stock-Based Compensation (Details 3) $ in Millions	12 Months Ended
Stock-Based Compensation (Details 3) $ in Millions	Dec. 31, 2011 USD ($) Y shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 2009 USD ($) shares
Stock-based compensation costs
Compensation costs related to stock-based compensation, pre-tax	$ 24.7	$ 26.0	$ 28.4
Compensation costs related to stock-based compensation, after-tax	17.8	19.1	$ 20.9
Total compensation cost related to nonvested awards not yet recognized	$ 40.1	$ 37.2
Maximum
Stock-based compensation costs
Recognition period of unrecognized compensation cost (in years) \| Y	5
Restricted stock
Stock-based compensation
Outstanding at the beginning of the period (in shares) \| shares	494,066	552,690	380,000
Awarded (in shares) \| shares	97,005	165,110	332,690
Released (in shares) \| shares	(234,772)	(203,734)	(160,000)
Canceled (in shares) \| shares	(1,010)	(20,000)
Outstanding at the end of the period (in shares) \| shares	355,289	494,066	552,690
Stock-based compensation costs
Total compensation cost related to nonvested awards not yet recognized	$ 5.9	$ 7.1
Stock options
Stock-based compensation costs
Total compensation cost related to nonvested awards not yet recognized	34.2	30.1
Phantom stock unit awards
Stock-based compensation costs
Compensation costs related to stock-based compensation, pre-tax	2.1	$ 0.4
Total compensation cost related to nonvested awards not yet recognized	$ 5.9
Phantom stock unit awards \| Maximum
Stock-based compensation costs
Vesting period (in years)	5 years
Stock appreciation rights
Stock-based compensation costs
Compensation costs related to stock-based compensation, pre-tax	$ 1.4
Total compensation cost related to nonvested awards not yet recognized	$ 5.2
Vesting period (in years)	4 years

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Segment Information (Details) - USD ($) $ in Thousands	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment information
Net revenues	$ 676,450	$ 710,905	$ 687,879	$ 667,023	$ 630,221	$ 638,256	$ 598,311	$ 592,323	$ 2,742,257	$ 2,459,111	$ 2,369,275
Income (loss) from operations	105,919	$ 130,335	$ 140,592	$ 122,735	(101,298)	$ 110,462	51,711	$ 92,351	499,581	153,226	(194,598)
Depreciation and amortization									211,476	212,387	194,436
(Loss) gain from unconsolidated affiliates									7,364	(25,974)	(1,121)
Impairment losses										224,709	532,377
Capital expenditures									293,081	362,955	289,551
Total assets	4,606,346				4,462,879				4,606,346	4,462,879
Investment in and advances to unconsolidated affiliates	174,116				64,120				174,116	64,120
Goodwill and other intangible assets, net	1,601,952				1,600,908				1,601,952	1,600,908
Pre-tax goodwill impairment charge										188,855
Pre-tax impairment charge of land purchased in Columbus's Arena District							30,500			31,300
After tax impairment charge of land purchased in Columbus's Arena District							$ 19,600			20,100
Hollywood Casino Aurora
Segment information
Pre-tax goodwill impairment charge					144,600					144,600
Goodwill impairment charge, net of taxes					144,600					144,600
Hollywood Casino Joliet
Segment information
Pre-tax goodwill impairment charge					44,200					44,200
Goodwill impairment charge, net of taxes					28,400					28,400
Hollywood Casino Lawrenceburg
Segment information
Pre-tax goodwill impairment charge											213,300
Goodwill impairment charge, net of taxes											188,700
Replaced casino riverboat
Segment information
Impairment losses										200	11,900
After tax impairment charge											7,100
Midwest
Segment information
Net revenues									826,436	825,847	806,866
Income (loss) from operations									211,356	(39,514)	(346,260)
Depreciation and amortization									62,844	64,402	49,007
Impairment losses										220,236	532,377
Capital expenditures									206,081	198,282	195,648
Total assets	1,897,164				1,730,760				1,897,164	1,730,760
Goodwill and other intangible assets, net	925,822				923,414				925,822	923,414
Pre-tax impairment charge of land purchased in Columbus's Arena District										31,300
After tax impairment charge of land purchased in Columbus's Arena District										20,100
Midwest \| Hollywood Casino Lawrenceburg
Segment information
Impairment losses											520,500
After tax impairment charge											368,800
Midwest \| Replaced casino riverboat
Segment information
Impairment losses											11,900
After tax impairment charge											7,100
East/West
Segment information
Net revenues									1,290,732	997,262	896,941
Income (loss) from operations									263,423	181,175	137,418
Depreciation and amortization									85,723	79,244	78,896
Capital expenditures									51,701	118,398	59,566
Total assets	1,265,438				1,279,200				1,265,438	1,279,200
Investment in and advances to unconsolidated affiliates	110				120				110	120
Goodwill and other intangible assets, net	226,234				226,450				226,234	226,450
Increase in net revenue									293,500
Increase in income from operations									82,200
Southern Plains
Segment information
Net revenues									590,709	602,257	632,543
Income (loss) from operations									137,580	125,318	136,164
Depreciation and amortization									53,764	59,777	57,676
(Loss) gain from unconsolidated affiliates									(4,834)	(2,242)	(295)
Capital expenditures									25,488	41,215	31,451
Total assets	1,034,506				997,748				1,034,506	997,748
Investment in and advances to unconsolidated affiliates	107,204				41,028				107,204	41,028
Goodwill and other intangible assets, net	394,018				394,018				394,018	394,018
Other
Segment information
Net revenues									34,380	33,745	32,925
Income (loss) from operations									(112,778)	(113,753)	(121,920)
Depreciation and amortization									9,145	8,964	8,857
(Loss) gain from unconsolidated affiliates									12,198	(23,732)	(826)
Impairment losses										4,473
Capital expenditures									9,811	5,060	$ 2,886
Total assets	409,238				455,171				409,238	455,171
Investment in and advances to unconsolidated affiliates	66,802				22,972				66,802	22,972
Goodwill and other intangible assets, net	$ 55,878				57,026				55,878	57,026
Maryland RE & R LLC
Segment information
(Loss) gain from unconsolidated affiliates										$ (14,400)
Pre-tax goodwill impairment charge					$ 14,400
Gain on sale of joint venture interest									$ 20,200

Summarized Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Quarterly results of operations
Net revenues	$ 676,450	$ 710,905	$ 687,879	$ 667,023	$ 630,221	$ 638,256	$ 598,311	$ 592,323	$ 2,742,257	$ 2,459,111	$ 2,369,275
Income (loss) from operations	105,919	130,335	140,592	122,735	(101,298)	110,462	51,711	92,351	499,581	153,226	(194,598)
Net income (loss) attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries	$ 44,031	$ 70,803	$ 75,989	$ 51,528	$ (153,132)	$ 48,345	$ 9,156	$ 36,164	$ 242,351	$ (59,467)	$ (264,948)
Earnings (loss) per common share attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries:
Basic earnings (loss) per common share	$ 0.46	$ 0.73	$ 0.79	$ 0.53	$ (1.97)	$ 0.51	$ 0.09	$ 0.37	$ 2.52	$ (0.76)	$ (3.39)
Diluted earnings (loss) per common share	$ 0.41	$ 0.66	$ 0.71	$ 0.48	$ (1.97)	$ 0.46	$ 0.09	$ 0.34	$ 2.26	$ (0.76)	$ (3.39)
Quarterly Financial Information
Pre-tax goodwill impairment charge										$ 188,855
Write-down of trademark intangible asset					$ 4,400					4,400
Write-down of trademark intangible asset, after tax					2,800					2,800
Pre-tax impairment charge of land purchased in Columbus's Arena District							$ 30,500			31,300
After tax impairment charge of land purchased in Columbus's Arena District							$ 19,600			20,100
Hollywood Casino Aurora
Quarterly Financial Information
Pre-tax goodwill impairment charge					144,600					144,600
Goodwill impairment charge, net of taxes					144,600					144,600
Hollywood Casino Joliet
Quarterly Financial Information
Pre-tax goodwill impairment charge					44,200					44,200
Goodwill impairment charge, net of taxes					$ 28,400					$ 28,400

Related Party Transactions (Details) $ in Thousands	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Dec. 31, 2011 USD ($) sqft	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Related party transactions
Future minimum lease commitments relating to leases	$ 51,370
Affiliates of the entity's Chairman and Chief Executive Officer
Related party transactions
Area of executive office and warehouse space for buildings in Wyomissing, Pennsylvania leased (in square feet) \| sqft	45,917
Rent expense	$ 900	$ 900	$ 900
Future minimum lease commitments relating to leases	$ 600

Subsidiary Guarantors (Details) - USD ($) $ in Thousands	12 Months Ended
Subsidiary Guarantors (Details) - USD ($) $ in Thousands	Dec. 31, 2011	Jul. 31, 2011	Jul. 14, 2011	Dec. 31, 2010
Subsidiary Guarantors
Maximum borrowing capacity	$ 2,150,000	$ 2,150,000
Total assets	$ 4,606,346			$ 4,462,879
Subsidiary Guarantors
Subsidiary Guarantors
Direct or indirect ownership percentage in subsidiary guarantors	100.00%
Subsidiary Non-Guarantors
Subsidiary Guarantors
Total assets	$ 202,600
Percentage of total assets	4.40%
Senior secured credit facility
Subsidiary Guarantors
Maximum borrowing capacity			$ 2,150,000
Senior secured credit facility \| Subsidiary Guarantors
Subsidiary Guarantors
Maximum borrowing capacity	$ 2,150,000
$325 million 8 3/4% senior subordinated notes due August 2019
Subsidiary Guarantors
Debt instrument interest rate stated percentage	8.75%			8.75%
$325 million 8 3/4% senior subordinated notes due August 2019 \| Subsidiary Non-Guarantors
Subsidiary Guarantors
Principal amount of long-term debt	$ 325,000
Debt instrument interest rate stated percentage	8.75%

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Assets:
Investment in corporate debt securities	$ 5,800		$ 5,800		$ 6,800
Reduction in Fair Value
Goodwill impairment			188,855
Long-lived assets impairment		$ 30,500	31,300
Total Reduction in Fair Value			224,709	$ 532,377
Write-down of trademark intangible asset	4,400		4,400
Hollywood Casino Aurora
Reduction in Fair Value
Goodwill impairment	144,600		144,600
Hollywood Casino Joliet
Reduction in Fair Value
Goodwill impairment	44,200		44,200
Replaced casino riverboat
Reduction in Fair Value
Total Reduction in Fair Value			200	$ 11,900
Recurring basis \| Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Assets:
Investment in corporate debt securities	5,828		5,828
Recurring basis \| Significant Other Observable Inputs (Level 2)
Assets:
Investment in corporate debt securities					6,790
Liabilities:
Interest rate swap contracts	16,746		16,746
Recurring basis \| Fair Value
Assets:
Investment in corporate debt securities	5,828		5,828		$ 6,790
Liabilities:
Interest rate swap contracts	16,746		16,746
Nonrecurring
Reduction in Fair Value
Goodwill impairment			188,855
Indefinite-life intangible assets impairment			4,351
Long-lived assets impairment			31,503
Total Reduction in Fair Value			224,709
Nonrecurring \| Hollywood Casino Aurora
Reduction in Fair Value
Goodwill impairment			144,600
Nonrecurring \| Hollywood Casino Joliet
Reduction in Fair Value
Goodwill impairment			44,200
Nonrecurring \| Significant Other Observable Inputs (Level 2)
Assets measured as fair value on a non-recurring basis
Long-lived assets	17,310		17,310
Nonrecurring \| Significant Unobservable Inputs (Level 3)
Assets measured as fair value on a non-recurring basis
Goodwill	235,924		235,924
Nonrecurring \| Fair Value
Assets measured as fair value on a non-recurring basis
Goodwill	235,924		235,924
Long-lived assets	$ 17,310		$ 17,310

Insurance Recoveries and Deductibles (Details)	1 Months Ended	12 Months Ended			34 Months Ended
Insurance Recoveries and Deductibles (Details)	Mar. 31, 2009 USD ($)	Dec. 31, 2011 USD ($) D	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2011 USD ($)	Mar. 20, 2009 USD ($) D hour
Extraordinary Items
Insurance receivable		$ 1,072,000			$ 1,072,000
Fire \| Hollywood Casino Joliet
Extraordinary Items
Cost of renovation	$ 55,000,000
Insurance policy limit						$ 57,000,000
Delay in completion limit	14,000,000
Property damage limit						$ 43,000,000
Property damage deductible	50,000
Delay in completion deductible (in days) \| D						30
Comprehensive business interruption and property damage overall limit						$ 228,000,000
Property damage deductible	$ 2,500,000
Business interruption deductible (in hours) \| hour						48
Insurance proceeds received to date		18,600,000	$ 42,000,000	$ 20,600,000	81,200,000
Pre-tax gain (loss) recorded		18,500,000	$ 7,500,000	$ 6,100,000
Flood \| Hollywood Casino Tunica Flood
Extraordinary Items
Insurance proceeds received to date		7,000,000
Pre-tax gain (loss) recorded		5,200,000
Property insurance coverage limit		300,000,000			300,000,000
Property insurance coverage limit related to property damage		$ 5,000,000			5,000,000
Property insurance coverage limit for number of business interruption periods (in days) \| D		2
Insurance receivable		$ 1,100,000			$ 1,100,000