##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-22494
 AMERISTAR CASINOS, INC.
  Nevada
State or Other Jurisdiction of 
Incorporation or Organization
    
    88-0304799
(I.R.S. Employer Identification No.)
 3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89169
 (702) 567-7000
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value
    
    Nasdaq Global Select Market
 None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    29Item 1B.
    
    Unresolved Staff Comments
    
    
    38Item 2.
    
    Properties
    
    
    38Item 3.
    
    Legal Proceedings
    
    
    39Item 4.
    
    [Reserved]
    
    
    41PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    42Item 6.
    
    Selected Financial Data
    
    
    43Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    45Item 7a.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    60Item 8.
    
    Financial Statements and Supplementary Data
    
    
    60Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    61Item 9a.
    
    Controls and Procedures
    
    
    61Item 9b.
    
    Other Information
    
    
    61PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    62Item 11.
    
    Executive Compensation
    
    
    62Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    62Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    62Item 14.
    
    Principal Accountant Fees and Services
    
    
    62PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    62SIGNATURES
    
    
    
    
    S-1EX-10.19EX-10.20EX-10.21EX-10.22EX-23EX-31.1EX-31.2EX-32
  2




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Unless the context indicates otherwise, all references in this Report to Ameristar or ACI
refer to Ameristar Casinos, Inc. and all references to the Company, we, our, ours or us
refer to Ameristar and its consolidated subsidiaries, collectively. This Report contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act, including
managements plans and objectives for our business, operations and financial performance. These
forward-looking statements generally can be identified by the context of the statement or the use
of forward-looking terminology, such as believes, estimates, anticipates, intends,
expects, plans, is confident that, should or words of similar meaning, with reference to us
or our management. Similarly, statements that describe our future plans, objectives, strategies,
financial results, financial position, operational expectations or goals are forward-looking
statements. Although management believes that the assumptions underlying the forward-looking
statements are reasonable, these assumptions and the forward-looking statements are subject to
various factors, risks and uncertainties, many of which are beyond our control. Accordingly, actual
results could differ materially from those contemplated by any forward-looking statements. In
addition to the other cautionary statements relating to certain forward-looking statements
throughout this Report, attention is directed to Item 1A. Risk Factors and Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations for a discussion of some
of the factors, risks and uncertainties that could materially affect the outcome of future results
contemplated by forward-looking statements.
 You should also be aware that while we communicate from time to time with securities analysts,
we do not disclose to them any material non-public information, internal forecasts or other
confidential business information. Therefore, you should not assume that we agree with any
statement or report issued by any analyst, irrespective of the content of the statement or report.
To the extent that reports issued by securities analysts contain projections, forecasts or
opinions, those reports are not our responsibility. Furthermore, we do not undertake any duty to
update any earnings guidance or other forward-looking statements that we may publicly issue, and
you should not assume that information set forth in any publicly issued forward-looking statements
remains accurate.
 
 PART I
 
 Item 1 . Business
 Introduction
     3




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Ameristar
    
    
    
    
    
    
    
    
    
    
    Ameristar
    
    
    Ameristar
    
    
    AmeristarCasino Resort
    
    
    Ameristar
    
    
    Ameristar
    
    
    Casino Hotel
    
    
    Casino
    
    
    Casino ResortSpa
    
    
    Casino Hotel
    
    
    Casino Hotel
    
    
    East
    
    
    Hotel
    
    
    Spa Black
    
    
    The JackpotSt. Charles
    
    
    Kansas City
    
    
    Council Bluffs
    
    
    Chicago(1)
    
    
    Vicksburg
    
    
    Hawk(1)
    
    
    Properties(2)Opening Year
    
    
    1994
    
    
    
    1997
    
    
    
    1996
    
    
    
    1997
    
    
    
    1994
    
    
    
    2001
    
    
    
    1956Acquisition
Year
    
    
    2000
    
    
    
    2000
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    2004
    
    
    
    Casino Square
Footage
(approx.)
    
    
    130,000
    
    
    
    140,000
    
    
    
    38,500
    
    
    
    56,000
    
    
    
    70,000
    
    
    
    56,000
    
    
    
    29,000Slot Machines
(approx.)
    
    
    2,985
    
    
    
    2,935
    
    
    
    1,565
    
    
    
    1,925
    
    
    
    1,625
    
    
    
    1,550
    
    
    
    900Table Games
    
    
    72
    (3)
    
    
    72
    (3)
    
    
    29
    
    
    
    52
    (3)
    
    
    39
    (3)
    
    
    37
    (3)
    
    
    36
    (3)Hotel Rooms
    
    
    397
    
    
    
    184
    
    
    
    444
    (4)
    
    
    290
    
    
    
    149
    
    
    
    536
    
    
    
    416Restaurants/Bars
    
    
    7/12
    
    
    
    9/7
    (5)
    
    
    4/4
    
    
    
    5/2
    
    
    
    3/3
    
    
    
    4/3
    
    
    
    5/4Restaurant/Bar
Seating
Capacity
    
    
    1,624/193
    
    
    
    1,657/394
    (5)
    
    
    1,058/25
    
    
    
    665/31
    (5)
    
    
    746/297
    
    
    
    656/130
    
    
    
    530/126Guest Parking
Spaces
(approx.)
    
    
    6,280
    
    
    
    8,320
    
    
    
    3,000
    
    
    
    2,245
    
    
    
    2,200
    
    
    
    1,500
    
    
    
    1,100Other Amenities
    
    
    HOME, a 17,500-Square-Foot Nightclub; 20,000-Square-Foot Conference and Meeting Center;  Indoor/Outdoor Swimming Pool; Full-Service Spa; 300-Seat VIP Players Club;  Gift Shop; Amusement Arcade
    
    
    
    1,400-Seat Entertainment Facility; 18-Screen Movie Theater(6);  158-Seat VIP Players Club; Gift Shop; Kids Quest Childrens Activity Center(6);   Amusement Arcade(6)
    
    
    
    Meeting Space; 75-Seat VIP Players Club; Indoor Swimming Pool; Exercise Facility; Gift Shop; Kids Quest Childrens Activity  Center(6)
    
    
    
    5,370-Square-Foot Banquet Room; 182-Seat VIP Players Lounge and Club Facilities; Gift Shop; Winners Square Promotion Center
    
    
    
    Meeting Space; 50-Seat VIP Players Club; Swimming Pool; Gift Shop; Service Station; Convenience Store; Subway Restaurant Franchise; RV Park
    
    
    
    15,000-Square-Foot Event and Meeting Center; 78-Seat VIP Players Club; Starbucks Coffee Bar; Gift Shop; Rooftop Swimming Pool; Full-Service Spa; Rooftop Lounge
    
    
    
    3,940-Seat Outdoor  Entertainment Facility; 318-Seat Showroom; Meeting Space; Sports Book(6); Swimming Pool; Gift Shop; Service Station; General Store; Amusement  Arcade; Styling Salon; RV Park; Tennis Courts
 
 (1)
    
    We acquired Ameristar Black Hawk on December 21, 2004 and Ameristar Casino Hotel East Chicago
on September 18, 2007.(2)
    
    Includes the operations of Cactus Petes Resort Casino and The Horseshu Hotel and Casino.(3)
    
    Includes 19 poker tables at Ameristar Casino Resort Spa St. Charles, 15 poker tables at
Ameristar Casino Hotel 4




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Kansas City, 10 poker tables at Ameristar Casino Hotel Vicksburg, 14
poker tables at Ameristar Casino Resort Spa Black Hawk and seven poker tables at the Jackpot
Properties.(4)
    
    Includes 284 rooms operated by affiliates of Kinseth Hospitality Corporation and located on
land owned by us and leased to affiliates of Kinseth.(5)
    
    Includes a 114-seat food court and Arthur Bryants Barbeque restaurant at Ameristar Casino
Hotel Kansas City and a 51-seat Sbarro restaurant at Ameristar Casino Hotel East Chicago
leased to and operated by third parties.(6)
    
    Leased to and/or operated by a third party. 5




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Ameristar Casino Resort Spa St. Charles.
  Ameristar Casino Hotel Kansas City.
  Ameristar Casino Hotel Council Bluffs.
  Ameristar Casino Hotel East Chicago.
   Ameristar Casino Hotel Vicksburg.
 6




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Ameristar Casino Resort Spa Black Hawk.
  The Jackpot Properties.
  7




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Markets
  Ameristar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AmeristarCasino Resort
    
    
    Ameristar
    
    
    Ameristar
    
    
    Ameristar Casino
    
    
    Ameristar
    
    
    Casino ResortSpa
    
    
    Casino Hotel
    
    
    Casino Hotel
    
    
    Hotel
    
    
    Casino Hotel
    
    
    SpaSt. Charles
    
    
    Kansas City
    
    
    Council Bluffs
    
    
    East Chicago(1)
    
    
    Vicksburg
    
    
    Black Hawk(2)Adult population 
within 50 miles
    
    2.0 million
    
    1.6 million
    
    
    750,000
    
    
    5.9 million
    
    
    400,000
    
    
    2.1 millionAdult population 
within 100 miles
    
    2.9 million
    
    2.1 million
    
    1.3 million
    
    8.9 million
    
    1.1 million
    
    3.0 millionNo. of market
participants
    
    
    6
    
    
    
    4
    
    
    
    3
    
    
    
    3
    
    
    
    5
    
    
    
    182009 annual market
gaming revenue  $ in
millions
    
    $
    1,049.8
    
    
    $
    713.6
    
    
    $
    431.3
    
    
    $
    1,007.3
    
    
    $
    283.1
    
    
    $
    529.92009 market growth
rate
    
    
    1.8
    %
    
    
    -0.6
    %
    
    
    -7.9
    %
    
    
    -2.0
    %
    
    
    3.0
    %
    
    
    4.2
    %2009 market share
    
    
    28.5
    %
    
    
    33.7
    %
    
    
    36.6
    %
    
    
    27.5
    %
    
    
    42.7
    %
    
    
    20.5
    %2008 market share
    
    
    28.6
    %
    
    
    34.7
    %
    
    
    37.5
    %
    
    
    30.1
    %
    
    
    47.4
    %
    
    
    17.1
    %2009 market share
rank
    
    
    #1
    
    
    
    #1
    
    
    
    #2
    
    
    
    #2
    
    
    
    #1
    
    
    Not reported
 
 (1)
    
    In the Northwest Indiana market, there are a total of three operators (located
in East Chicago, Hammond and Gary, Indiana) that generated $1.0 billion in annual gaming revenues.
In the broader Chicagoland market, there are five additional state-licensed casinos operating in
the states of Illinois and Indiana and one Native American casino in Michigan. The eight
state-licensed casinos generated a total of $2.1 billion in annual gaming revenues.(2)
    
    The Colorado Limited Gaming Control Commission reports the Black Hawk and Central
City, Colorado markets separately. The Black Hawk information in this table excludes six casinos
in Central City, adjacent to Black Hawk, which generated $59.8 million in total gaming revenues in
2009.  Competition
 St. Charles
    8




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Kansas City
    Council Bluffs
    East Chicago
    9




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Vicksburg
     Black Hawk
    10




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Jackpot
  Other
  Employees and Labor Relations
  Incorporation
 Ameristar was incorporated in Nevada in 1993.
 Government Regulation
  Missouri
   11




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
    
    any transfer or issuance of an ownership interest in a gaming licensee that is not a
publicly held entity or a holding company that is not a publicly held entity, and
    
    any pledge or grant of a security interest in an ownership interest in a gaming
licensee that is not a publicly held entity or a holding company that is not a publicly
held entity; provided that no ownership interest may be transferred in any way pursuant to
any pledge or security interest without separate notice to the Missouri Gaming Commission
at least 30 days prior to such transfer, which restriction must be specifically included in
the pledge or grant of a security interest.
   
    
    any issuance of an ownership interest in a publicly held gaming licensee or a publicly
held holding company, if such issuance would involve, directly or indirectly, an amount of
ownership interest equaling 5% or greater of the ownership interest in the gaming licensee
or holding company after the issuance is complete,
    
    any private incurrence of debt equal to or exceeding $1 million by a gaming licensee or
holding company that is affiliated with the holder of a license,
    
    any public issuance of debt by a gaming licensee or holding company that is affiliated
with the holder of a license, and
    
    any significant related party transaction as defined in the regulations.
   12




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13




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Iowa
      14




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Indiana
  15




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16




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Mississippi
  17




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18




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19




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20




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21




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Colorado
    22




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
    
    0.25% up to and including $2 million of the subject amounts;
    
    2% on amounts from $2 million to $5 million;
    
    9% on amounts from $5 million to $8 million;
    
    11% on amounts from $8 million to $10 million;
    
    16% on amounts from $10 million to $13 million; and
    
    20% on amounts over $13 million.
   23




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24




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Nevada
     25




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26




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27




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Other Jurisdictions
  28




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Federal Regulation of Slot Machines
  Other Regulations
  Web Access to Periodic Reports
 www.ameristar.com
 
 Item 1A . Risk Factors
 Our business is sensitive to reductions in discretionary consumer spending as a result of
downturns in the economy.
  We have substantial debt and may incur additional debt; leverage may impair our financial
condition and restrict our operations.
   
    
    increasing our vulnerability to general adverse economic and industry conditions;
    
    limiting our ability to obtain additional financing to fund capital expenditures
and acquisitions, particularly when the availability of financing in the capital
markets is limited as is now the case;
 29




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
    
    requiring a substantial portion of our cash flows from operations for the
payment of interest on our debt and reducing our ability to use our cash flows
to fund working capital, capital expenditures, acquisitions, dividends, stock
repurchases and general corporate requirements;
    
    limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate; and
    
    placing us at a competitive disadvantage to less leveraged competitors.
 Servicing our debt will require a significant amount of cash, and our ability to generate
sufficient cash depends on many factors, some of which are beyond our control.
  Covenant restrictions under our senior credit facilities and the indenture governing our senior
notes may limit our ability to operate our business.
  Conditions in the financial system and the capital and credit markets may negatively affect our
business, results of operations and financial condition.
  30




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The gaming industry is very competitive and increased competition could have a material adverse
effect on our future operations.
       31




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Our business may be adversely affected by legislation prohibiting tobacco smoking.
  If the jurisdictions in which we operate increase gaming taxes and fees, our results could be
adversely affected.
  32




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We are subject to the risk of rising interest rates.
  Our business is subject to restrictions and limitations imposed by gaming regulatory authorities
that could adversely affect us.
   Adverse weather conditions or natural disasters in the areas in which we operate, or other
conditions
that restrict access to our properties, could have an adverse effect on our results of operations
and financial condition.
   33




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We have limited opportunities to develop new properties.
  The Estate of Craig H. Neilsen owns a majority of our common stock and may have interests that
differ from those of the holders of the Notes.
   Our ability to pay dividends is dependent on a number of factors and is not assured.
  34




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A change in control could result in the acceleration of our debt obligations.
  We may not be successful in renegotiating our expired collective bargaining agreement at
Ameristar East Chicago.
  Many factors, some of which are beyond our control, could adversely affect our ability to
successfully complete our construction and development projects as planned.
 General Construction Risks  Delays and Cost Overruns
   Construction Dependent upon Available Financing and Cash Flows from Operations
 35




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Our business may be materially impacted by an act of terrorism or by additional security
requirements that may be imposed on us.
  Our business may be adversely affected by our ability to retain and attract key personnel.
    The concentration and evolution of the slot machine manufacturing industry or other
technological conditions could impose additional costs on us.
    36




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Any loss from service of our riverboat and barge facilities for any reason could materially
adversely affect us.
    We are subject to non-gaming regulation.
    37




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Item 1B . Unresolved Staff Comments
  
 Item 2 . Properties
 Ameristar St. Charles.
 Ameristar Kansas City.
 Ameristar Council Bluffs.
 Ameristar East Chicago.
 Ameristar Vicksburg.
 Ameristar Black Hawk.
 The Jackpot Properties.
 Other.
  38




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Item 3 . Legal Proceedings
 St. Charles Hotel Project Construction Litigation.
      East Chicago Local Development Agreement Litigation.
 39




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40




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Item 4 . [Reserved]
 41




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 (a) Market Information
  High
    
    
    Low2009First Quarter
    
    $
    13.62
    
    
    $
    6.86Second Quarter
    
    
    23.00
    
    
    
    12.28Third Quarter
    
    
    21.27
    
    
    
    15.36Fourth Quarter
    
    
    18.50
    
    
    
    13.942008First Quarter
    
    $
    27.92
    
    
    $
    17.24Second Quarter
    
    
    19.52
    
    
    
    13.66Third Quarter
    
    
    17.94
    
    
    
    11.18Fourth Quarter
    
    
    14.67
    
    
    
    4.64
 (b) Holders
  (c) Dividends
    42




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Item 6.
    
    Selected Financial Data
  AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED FINANCIAL DATA
 For the years ended December 31,STATEMENT
OF OPERATIONS DATA (1):
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Amounts in Thousands, Except Per Share Data)REVENUES:Casino
    
    $
    1,254,590
    
    
    $
    1,296,806
    
    
    $
    1,083,380
    
    
    $
    1,008,311
    
    
    $
    974,178Food and beverage
    
    
    135,941
    
    
    
    156,987
    
    
    
    136,471
    
    
    
    131,795
    
    
    
    125,918Rooms
    
    
    66,411
    
    
    
    56,024
    
    
    
    30,844
    
    
    
    27,972
    
    
    
    25,355Other
    
    
    32,692
    
    
    
    38,491
    
    
    
    30,387
    
    
    
    29,082
    
    
    
    26,0411,489,634
    
    
    
    1,548,308
    
    
    
    1,281,082
    
    
    
    1,197,160
    
    
    
    1,151,492Less: Promotional allowances
    
    
    (274,189
    )
    
    
    (280,406
    )
    
    
    (200,559
    )
    
    
    (196,862
    )
    
    
    (190,134
    )Net revenues
    
    
    1,215,445
    
    
    
    1,267,902
    
    
    
    1,080,523
    
    
    
    1,000,298
    
    
    
    961,358OPERATING EXPENSES:Casino
    
    
    556,684
    
    
    
    604,747
    
    
    
    478,504
    
    
    
    439,101
    
    
    
    431,101Food and beverage
    
    
    65,633
    
    
    
    74,650
    
    
    
    70,439
    
    
    
    68,744
    
    
    
    66,299Rooms
    
    
    10,466
    
    
    
    11,221
    
    
    
    9,341
    
    
    
    6,780
    
    
    
    6,454Other
    
    
    14,240
    
    
    
    21,154
    
    
    
    19,157
    
    
    
    18,749
    
    
    
    16,503Selling, general and administrative (2)
    
    
    241,853
    
    
    
    265,622
    
    
    
    229,801
    
    
    
    200,588
    
    
    
    186,050Depreciation and amortization
    
    
    107,005
    
    
    
    105,895
    
    
    
    94,810
    
    
    
    93,889
    
    
    
    85,366Impairment of goodwill
    
    
    111,700
    
    
    
    130,300
    
    
    
    
    
    
    
    
    
    
    
    Impairment of other intangible assets
    
    
    
    
    
    
    184,200
    
    
    
    
    
    
    
    
    
    
    
    Impairment loss on assets
    
    
    3,929
    
    
    
    1,031
    
    
    
    4,758
    
    
    
    931
    
    
    
    869Net loss (gain) on disposition of assets
    
    
    411
    
    
    
    683
    
    
    
    1,408
    
    
    
    (683
    )
    
    
    1,576Total operating expenses
    
    
    1,111,921
    
    
    
    1,399,503
    
    
    
    908,218
    
    
    
    828,099
    
    
    
    794,218INCOME (LOSS) FROM OPERATIONS
    
    
    103,524
    
    
    
    (131,601
    )
    
    
    172,305
    
    
    
    172,199
    
    
    
    167,140OTHER INCOME (EXPENSE):Interest income
    
    
    515
    
    
    
    774
    
    
    
    2,113
    
    
    
    2,746
    
    
    
    830Interest expense, net of capitalized interest
    
    
    (106,849
    )
    
    
    (76,639
    )
    
    
    (57,742
    )
    
    
    (50,291
    )
    
    
    (60,913
    )Loss on early retirement of debt
    
    
    (5,365
    )
    
    
    
    
    
    
    
    
    
    
    (26,264
    )
    
    
    (2,074
    )Other
    
    
    2,006
    
    
    
    (3,404
    )
    
    
    (178
    )
    
    
    
    
    
    
    (79
    )(Loss) income before income tax (benefit)
provision
    
    
    (6,169
    )
    
    
    (210,870
    )
    
    
    116,498
    
    
    
    98,390
    
    
    
    104,904Income tax (benefit) provision
    
    
    (1,502
    )
    
    
    (80,198
    )
    
    
    47,065
    
    
    
    38,825
    
    
    
    38,619NET (LOSS) INCOME
    
    $
    (4,667
    )
    
    $
    (130,672
    )
    
    $
    69,433
    
    
    $
    59,565
    
    
    $
    66,285
 43




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##### Table of Contents



AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED FINANCIAL DATA  (continued)
 For the years ended December 31,STATEMENT
OF OPERATIONS DATA (CONTINUED):
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Amounts in Thousands, Except Per Share Data)(LOSS) EARNINGS PER SHARE:Basic
    
    $
    (0.08
    )
    
    $
    (2.28
    )
    
    $
    1.22
    
    
    $
    1.06
    
    
    $
    1.19Diluted
    
    $
    (0.08
    )
    
    $
    (2.28
    )
    
    $
    1.19
    
    
    $
    1.04
    
    
    $
    1.16WEIGHTED-AVERAGE SHARES
OUTSTANDING:Basic
    
    
    57,543
    
    
    
    57,191
    
    
    
    57,052
    
    
    
    56,155
    
    
    
    55,664Diluted
    
    
    57,543
    
    
    
    57,191
    
    
    
    58,322
    
    
    
    57,327
    
    
    
    57,127
 December 31,BALANCE SHEET AND OTHER DATA:
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Amounts in Thousands)Cash and cash equivalents
    
    $
    96,493
    
    
    $
    73,726
    
    
    $
    98,498
    
    
    $
    101,140
    
    
    $
    106,145Total assets
    
    
    2,214,628
    
    
    
    2,225,238
    
    
    
    2,412,096
    
    
    
    1,541,475
    
    
    
    1,383,986Total long-term debt, net of current
maturities
    
    
    1,541,739
    
    
    
    1,643,997
    
    
    
    1,641,615
    
    
    
    878,668
    
    
    
    776,029Stockholders equity (3)
    
    
    335,993
    
    
    
    338,780
    
    
    
    503,126
    
    
    
    434,164
    
    
    
    383,710Capital expenditures
    
    
    136,615
    
    
    
    241,826
    
    
    
    277,312
    
    
    
    249,123
    
    
    
    177,789
 
 (1)
    
    We acquired Ameristar East Chicago on September 18, 2007 and the operating results of
this property are included only from its acquisition date.(2)
    
    Effective January 1, 2006, compensation cost relating to stock-based payment transactions
was required to be recognized in the financial statements. For the years ended December 31,
2009, 2008, 2007 and 2006, stock-based compensation expense totaled $12.9 million, $10.6
million, $12.0 million and $7.8 million, respectively, and was reflected in selling, general
and administrative expenses in the consolidated statements of operations.(3)
    
    Dividends of $24.2 million, $18.0 million, $23.4 million, $21.1 million and $17.4 million
were paid in 2009, 2008, 2007, 2006 and 2005, respectively. The annual dividend per share was
$0.42 in 2009, $0.315 in 2008, $0.41 in 2007, $0.375 in 2006 and $0.3125 in 2005. 44




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##### Table of Contents



Item 7 . Managements Discussion and Analysis of Financial Condition and Results of
Operations
 The following information should be read in conjunction with our Consolidated Financial
Statements and the Notes thereto included in this Report. The information in this section and in
this Report generally includes forward-looking statements. See Item 1A. Risk Factors.
 Overview
     
    
    General Economic Conditions.The weak economic conditions continue to
adversely impact the gaming industry and our Company. We believe our guests have reduced
their discretionary spending as a result of uncertainty and instability relating to
employment and the credit, investment and housing markets.
    
    Cost Efficiencies.In July 2008, we began to implement a strategic plan to
improve efficiencies and reduce our cost structure as weak economic conditions continued to
adversely impact business volumes. As part of this plan, we reduced our workforce costs
through position eliminations, adjusting staffing practices and attrition. We also
restructured the organization of our property and corporate management teams to be more
efficient and streamlined. As a result of the actions taken to date, operating income
margins at six of our seven gaming locations increased in 2009 compared to 2008.
Additionally, corporate expense decreased 8.9% in 2009 compared to 2008 due mostly to the
realized cost efficiencies.
    
    Missouri Properties.In late 2008, positive regulatory reform was
implemented at our Kansas City and St. Charles properties. The regulatory reform
eliminated the $500 buy-in limit and the requirement for all casino guests to use player
identification and tracking cards. Additionally, the Missouri gaming reform raised taxes
on gross gaming receipts from 20% to 21% and placed a moratorium on the issuance of new
gaming licenses. Year-over-year, operating income in 2009 at our Kansas City and St.
Charles properties increased 22.2% and 17.9%, respectively, compared to 2008.
 45




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##### Table of Contents



The improvement in operating income at both properties was mostly attributable to the aforementioned cost
savings initiatives and regulatory reform.
 In early March 2010, a gaming operator opened a new casino facility in Lemay, which is
located in the southeastern portion of St. Louis County, approximately 30 miles from our St.
Charles property. With the opening of the new southeastern St. Louis casino, we will face
additional competition at Ameristar St. Charles. Ameristars location is the farthest of
the Missouri-based casinos in the St. Louis area from the new casino.
    
    Ameristar Black Hawk.On July 2, 2009, we implemented positive regulatory
changes at our Black Hawk property that extended casino operating hours from 18 hours daily
to 24 hours daily, increased the maximum single bet limit from $5 to up to $100 and allowed
for additional table games, including roulette and craps. Also, on September 29, 2009, we
opened a 536-room luxury hotel and spa featuring upscale furnishings and amenities. The
hotel includes a versatile meeting and ballroom center and also has Black Hawks only
full-service spa and an enclosed rooftop swimming pool with indoor/outdoor whirlpool
facilities. Ameristar Black Hawk offers destination resort amenities and services that we
believe are unequaled in the Denver gaming market. As a result of these regulatory changes
and the opening of the new hotel, fourth quarter year-over-year net revenues and operating
income increased by 98.4% and 170.8%, respectively, and the property increased its fourth
quarter market share on a year-over-year basis from 16.9% to 27.1%. We believe that the
regulatory changes, coupled with the new hotel, will allow us to drive further revenue
growth.
    
    Ameristar East Chicago Intangible Asset Impairment.In 2008, we recorded a
total of $314.5 million ($186.2 million on an after-tax basis) in non-cash impairment
charges for the goodwill and gaming license related to our September 2007 East Chicago
property acquisition. The 2008 reduction in the value of these intangible assets was
attributable to the significant deterioration of the debt and equity capital markets, as
well as a lowering of our growth assumptions for the property to reflect its then-current
operating performance (relative to our assumptions at the time of acquisition) and the
decline in general economic conditions.During the fourth quarter of 2009, we recorded an additional non-cash impairment charge of
$111.7 million ($66.2 million on an after-tax basis) for the goodwill related to our East
Chicago property acquisition. The impairment charge was due to the permanent closure of the
bridge near the East Chicago property that significantly adversely impacts forecasted
financial results for the property. Closure of the bridge has made access to the property
inconvenient for many of Ameristar East Chicagos guests and has significantly impacted the
propertys business levels and operating results, and we expect this to continue unless and
until improved access is developed.
    
    St. Charles Highway Improvement.In early March 2010, a highway improvement
project commenced near our St. Charles property. The construction has resulted in lane
restrictions and closures hindering convenient access to the property. We expect the
project will have an adverse effect on our market share during the construction period similar
to the disruption we experienced in 2007 during the roadway project that enhanced the
primary access to Ameristar St. Charles. The construction is estimated to be completed in the
summer of 2010.
    
    Debt and Interest Expense.At December 31, 2009 and 2008, total debt was
$1.68 billion and $1.65 billion, respectively. Net borrowings totaled $41.4 million during
the year ended December 31, 2009. In March 2009, we amended our senior
credit facility to provide us significant relief under our leverage ratio and senior
leverage ratio covenants for the foreseeable future (thereby improving our borrowing
flexibility related to currently available funds under the revolving loan facility). The
amendment also increased the interest rate add-on for term loan and revolving loan
borrowings under the senior credit facility by 125 basis points. At December 31, 2009, our
leverage and senior leverage ratios (each as defined in the senior credit facility) were
required to be no more than 6.00:1 and
5.75:1, respectively. As of that date, our leverage ratio and senior leverage ratio were
each 4.87:1. In November 2009, we successfully completed an extension of $600.0 million, or
80%, of our revolving
 46




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##### Table of Contents



loan facility commitments (under which $524.0 million of loans were
outstanding at December 31, 2009). Under the remaining $150.0 million of the revolving
commitments, $131.0 million of loans were outstanding at December 31, 2009. The outstanding balance
of the non-extended loans is expected to be repaid by the maturity date of November
2010 with cash from operations and availability under the extended portion of the revolving
loan facility.In May 2009, we issued $650.0 million aggregate principal amount of 91/4% Senior Notes due
2014 (the Notes). We used the net proceeds from the sale of the Notes (approximately
$620.0 million, after deducting discounts and expenses) to repay a portion of the revolving
loan indebtedness outstanding under the senior credit facility.Our interest expense has increased significantly as a result of the senior credit facility
amendment and Notes issuance. As of December 31, 2009, consolidated net interest expense
increased by $30.2 million year-over-year compared to 2008 primarily due to these debt
restructuring transactions.
 47




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Results of Operations
 Selected Financial Measures by Property
  Years ended December 31,2009
    
    
    2008
    
    
    2007(Dollars in Thousands)Consolidated Cash Flow Information:Net cash provided by operating activities
    
    $
    220,182
    
    
    $
    239,501
    
    
    $
    202,746Net cash used in investing activities
    
    $
    (172,941
    )
    
    $
    (249,824
    )
    
    $
    (954,287
    )Net cash
(used in) provided by financing activities
    
    $
    (24,474
    )
    
    $
    (14,449
    )
    
    $
    748,899Net Revenues:Ameristar St. Charles
    
    $
    290,675
    
    
    $
    289,793
    
    
    $
    284,106Ameristar Kansas City
    
    
    230,370
    
    
    
    239,964
    
    
    
    249,716Ameristar Council Bluffs
    
    
    156,421
    
    
    
    174,778
    
    
    
    178,349Ameristar East Chicago (1)
    
    
    251,695
    
    
    
    282,866
    
    
    
    73,605Ameristar Vicksburg
    
    
    120,152
    
    
    
    133,204
    
    
    
    130,498Ameristar Black Hawk
    
    
    103,168
    
    
    
    79,883
    
    
    
    91,050Jackpot Properties
    
    
    62,964
    
    
    
    67,414
    
    
    
    73,199Consolidated net revenues
    
    $
    1,215,445
    
    
    $
    1,267,902
    
    
    $
    1,080,523Operating Income (Loss):Ameristar St. Charles
    
    $
    71,231
    
    
    $
    60,436
    
    
    $
    63,483Ameristar Kansas City
    
    
    61,601
    
    
    
    50,414
    
    
    
    49,920Ameristar Council Bluffs
    
    
    46,887
    
    
    
    50,728
    
    
    
    49,696Ameristar East Chicago (1) (2)
    
    
    (78,077
    )
    
    
    (285,871
    )
    
    
    5,361Ameristar Vicksburg
    
    
    32,902
    
    
    
    36,453
    
    
    
    40,586Ameristar Black Hawk
    
    
    16,003
    
    
    
    10,661
    
    
    
    17,038Jackpot Properties
    
    
    13,338
    
    
    
    11,803
    
    
    
    13,926Corporate and other
    
    
    (60,361
    )
    
    
    (66,225
    )
    
    
    (67,705
    )Consolidated operating income (loss) (2)
    
    $
    103,524
    
    
    $
    (131,601
    )
    
    $
    172,305Operating Income (Loss) Margins:Ameristar St. Charles
    
    
    24.5
    %
    
    
    20.9
    %
    
    
    22.3
    %Ameristar Kansas City
    
    
    26.7
    %
    
    
    21.0
    %
    
    
    20.0
    %Ameristar Council Bluffs
    
    
    30.0
    %
    
    
    29.0
    %
    
    
    27.9
    %Ameristar East Chicago (1) (2)
    
    
    (31.0
    )%
    
    
    (101.1
    )%
    
    
    7.3
    %Ameristar Vicksburg
    
    
    27.4
    %
    
    
    27.4
    %
    
    
    31.1
    %Ameristar Black Hawk
    
    
    15.5
    %
    
    
    13.3
    %
    
    
    18.7
    %Jackpot Properties
    
    
    21.2
    %
    
    
    17.5
    %
    
    
    19.0
    %Consolidated
operating income (loss) margin (2)
    
    
    8.5
    %
    
    
    (10.4
    )%
    
    
    15.9
    %
 
 (1)
    
    We acquired Ameristar East Chicago on September 18, 2007, and its operating results
are included only from the acquisition date.(2)
    
    For the years ended December 31, 2009 and 2008, operating income (loss) and operating
income (loss) margin were adversely impacted by $111.7 million and $314.5 million,
respectively, in impairment charges related to Ameristar East Chicago intangible assets. 48




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Years ended December 31,2009
    
    
    2008
    
    
    2007(Amounts in Thousands)Casino Revenues:Slots
    
    $
    1,106,575
    
    
    $
    1,140,383
    
    
    $
    963,137Table games
    
    
    148,015
    
    
    
    156,423
    
    
    
    120,243Casino revenues
    
    
    1,254,590
    
    
    
    1,296,806
    
    
    
    1,083,380Non-Casino Revenues:Food and beverage
    
    
    135,941
    
    
    
    156,987
    
    
    
    136,471Rooms
    
    
    66,411
    
    
    
    56,024
    
    
    
    30,844Other
    
    
    32,692
    
    
    
    38,491
    
    
    
    30,387Non-casino revenues
    
    
    235,044
    
    
    
    251,502
    
    
    
    197,7021,489,634
    
    
    
    1,548,308
    
    
    
    1,281,082Less: Promotional Allowances
    
    
    (274,189
    )
    
    
    (280,406
    )
    
    
    (200,559
    )Total Net Revenues
    
    $
    1,215,445
    
    
    $
    1,267,902
    
    
    $
    1,080,523
 Year Ended December 31, 2009 Versus Year Ended December 31, 2008
 Net Revenues
    Operating (Loss) Income
  49




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Interest Expense
  Years ended December 31,2009
    
    
    2008(Dollars in Thousands)Interest cost
    
    $
    115,813
    
    
    $
    90,730Less: Capitalized interest
    
    
    (8,964
    )
    
    
    (14,091
    )Interest expense, net
    
    $
    106,849
    
    
    $
    76,639Cash paid for interest, net of
amounts capitalized
    
    $
    95,066
    
    
    $
    66,618Weighted-average total debt balance
outstanding
    
    $
    1,667,772
    
    
    $
    1,637,795Weighted-average interest rate
    
    
    6.5
    %
    
    
    5.4
    %
  Income Tax Expense
  Net Loss
  50




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Year Ended December 31, 2008 Versus Year Ended December 31, 2007
 Net Revenues
    Operating (Loss) Income
  51




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Interest Expense
  Years ended December 31,2008
    
    
    2007(Dollars in Thousands)Interest cost
    
    $
    90,730
    
    
    $
    77,621Less: Capitalized interest
    
    
    (14,091
    )
    
    
    (19,879
    )Interest expense, net
    
    $
    76,639
    
    
    $
    57,742Cash paid for interest, net of
amounts capitalized
    
    $
    66,618
    
    
    $
    52,313Weighted-average total debt balance
outstanding
    
    $
    1,637,795
    
    
    $
    1,107,234Weighted-average interest rate
    
    
    5.4
    %
    
    
    6.9
    %
  Income Tax Expense
  Net (Loss) Income
  52




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Liquidity and Capital Resources
 Cash Flows  Summary
  Years ended December 31,2009
    
    
    2008
    
    
    2007(Amounts in Thousands)Net cash provided by operating activities
    
    $
    220,182
    
    
    $
    239,501
    
    
    $
    202,746Cash flows from investing activities:Capital expenditures
    
    
    (136,615
    )
    
    
    (241,826
    )
    
    
    (277,312
    )Net cash paid for Ameristar East Chicago acquisition
    
    
    
    
    
    
    
    
    
    
    (671,420
    )(Decrease) increase in construction contracts payable
    
    
    (28,375
    )
    
    
    5,882
    
    
    
    5,582Proceeds from sale of assets
    
    
    527
    
    
    
    1,222
    
    
    
    338Increase in deposits and other non-current assets
    
    
    (8,478
    )
    
    
    (15,102
    )
    
    
    (11,475
    )Net cash used in investing activities
    
    
    (172,941
    )
    
    
    (249,824
    )
    
    
    (954,287
    )Cash flows from financing activities:Debt borrowings
    
    
    671,485
    
    
    
    86,015
    
    
    
    782,000Principal payments of debt
    
    
    (644,594
    )
    
    
    (83,467
    )
    
    
    (19,384
    )Cash dividends paid
    
    
    (24,195
    )
    
    
    (18,015
    )
    
    
    (23,389
    )Proceeds from stock option exercises
    
    
    2,140
    
    
    
    891
    
    
    
    17,448Purchases of treasury stock
    
    
    (871
    )
    
    
    (45
    )
    
    
    (9,660
    )Excess tax benefit from stock option exercises
    
    
    910
    
    
    
    172
    
    
    
    5,587Debt issuance costs
    
    
    (29,349
    )
    
    
    
    
    
    
    (3,703
    )Net cash (used in) provided by financing activities
    
    
    (24,474
    )
    
    
    (14,449
    )
    
    
    748,899Net increase (decrease) in cash and cash equivalents
    
    $
    22,767
    
    
    $
    (24,772
    )
    
    $
    (2,642
    )
   53




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Construction inYear Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Progress atDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Capital Expenditures by Project
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009(Amounts in Thousands)Black Hawk expansion
    
    $
    74,711
    
    
    $
    102,538
    
    
    $
    29,061
    
    
    $
    255St. Charles expansion
    
    
    894
    
    
    
    26,720
    
    
    
    138,413
    
    
    
    Vicksburg expansion
    
    
    97
    
    
    
    40,618
    
    
    
    20,727
    
    
    
    Other construction projects
    
    
    9,877
    
    
    
    29,165
    
    
    
    29,705
    
    
    
    18,168Total construction projects
    
    
    85,579
    
    
    
    199,041
    
    
    
    217,906
    
    
    
    18,423Other fixed asset purchases
    
    
    51,036
    
    
    
    42,785
    
    
    
    59,406Total capital expenditures
    
    $
    136,615
    
    
    $
    241,826
    
    
    $
    277,312
        Liquidity
  54




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55




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##### Table of Contents



Inflation
  Off-Balance Sheet Arrangements
  Contractual and Other Commitments
  Payments Due by Period (in Thousands)Contractual Obligations:
    
    2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    After 2014
    
    
    TotalLong-term debt instruments
    
    $
    135,389
    
    
    $
    899,437
    
    
    $
    655,028
    
    
    $
    53
    
    
    $
    1,689,907Estimated interest payments on
long-term debt (1)
    
    
    113,656
    
    
    
    206,646
    
    
    
    87,695
    
    
    
    25
    
    
    
    408,022Operating leases
    
    
    5,406
    
    
    
    6,469
    
    
    
    3,112
    
    
    
    130
    
    
    
    15,117Material construction
contracts
    
    
    26,187
    
    
    
    13,870
    
    
    
    
    
    
    
    
    
    
    
    40,057Total
    
    $
    280,638
    
    
    $
    1,126,422
    
    
    $
    745,835
    
    
    $
    208
    
    
    $
    2,153,103
 
 (1)
    
    Estimated interest payments on long-term debt are based on principal amounts
outstanding after giving effect to projected debt principal payments and forecasted LIBOR
rates for our senior credit facility.     56




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Critical Accounting Policies and Estimates
  Property and Equipment
  Goodwill and Other Intangible Assets
   57




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Guest Rewards Programs
  Cash Coupons
  Self-Insurance Reserves
  Accounting for Share-Based Compensation
  58




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##### Table of Contents



Income Taxes
   Litigation, Claims and Assessments
  Recent Accounting Pronouncements
 ASC 105, Generally Accepted Accounting Principles
  ASC 820, Fair Value Measurements and Disclosures
 Fair Value
Measurements and Disclosures
 ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements .
 Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements.
 59




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##### Table of Contents



Item 7A . Quantitative and Qualitative Disclosures About Market Risk
      
 Item 8 . Financial Statements and Supplementary Data
  60




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##### Table of Contents



Item 9 . Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 Item 9A . Controls and Procedures
       
 Item 9B . Other Information
  61




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PART III
 
 Item 10 . Directors, Executive Officers and Corporate Governance
  
 Item 11 . Executive Compensation
  
 Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  
 Item 13 . Certain Relationships and Related Transactions, and Director Independence
  
 Item 14 . Principal Accountant Fees and Services
  
 PART IV
 
 Item 15 . Exhibits, Financial Statement Schedules
  Financial Statements
 Managements Annual Report on Internal Control over Financial Reporting
 Reports of Independent Registered Public Accounting Firm
 Consolidated Balance Sheets as of December 31, 2009 and 2008
 Consolidated Statements of Operations for the years ended December 31, 2009, 2008
and 2007
 Consolidated Statements of Stockholders Equity for the years ended December 31,
2009, 2008 and 2007
 Consolidated
Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
 Notes to Consolidated Financial Statements
 62




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Financial Statement Schedules
  Exhibits
  ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing2.1
    
    
    Purchase Agreement, dated as of April 3,
2007, by and between Resorts International
Holdings, LLC (RIH) (now known as
Ameristar Casino East Chicago, LLC) and
ACI (exhibits and schedules omitted)
    
    Incorporated by
reference to
Exhibit 2.1 to
ACIs Current
Report on Form 8-K
filed on April 9,
2007.2.2
    
    
    Amendment No. 1 to Purchase Agreement,
dated as of September 17, 2007, by and
among RIH, ACI and Ameristar East Chicago
Holdings, LLC
    
    Incorporated by
reference to
Exhibit 2.2 to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 2007
(the 2007 10-K).3(i)(a)
    
    
    Articles of Incorporation of ACI
    
    Incorporated by
reference to
Exhibit 3.1 to
Registration
Statement on Form
S-1 filed by ACI
under the
Securities Act of
1933, as amended
(File No. 33-68936)
(the Form S-1).3(i)(b)
    
    
    Certificate of Amendment to Articles of
Incorporation of ACI
    
    Incorporated by
reference to
Exhibit 3.1 to
ACIs Quarterly
Report on Form 10-Q
for the quarter
ended June 30,
2002.3(i)(c)
    
    
    Certificate of Change Pursuant to NRS 78.209
    
    Incorporated by
reference to
Exhibit 3(i).1 to
ACIs Current
Report on Form 8-K
filed on June 8,
2005.3(ii)
    
    Amended and Restated Bylaws of ACI,
effective May 31, 2008
    
    Incorporated by
reference to
Exhibit 3.1 to
ACIs Current
Report on Form 8-K
filed on June 2,
2008 (the June
2008 8-K).4.1
    
    
    Specimen Common Stock Certificate
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs amended
Annual Report on
Form 10-K/A for the
year ended December
31, 2008 (the 2008
10-K).
 63




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing4.2
    
    
    Credit Agreement dated as of November 10,
2005 among ACI, the various Lenders party
thereto from time to time, Wells Fargo
Bank, N.A., as Joint Lead Arranger and
Syndication Agent, Deutsche Bank Securities
Inc., as Joint Lead Arranger, the
Documentation Agents and Managing Agents
party thereto, and Deutsche Bank Trust
Company Americas (DBTCA), as
Administrative Agent (exhibits and
schedules omitted) (the Credit Agreement)
    
    Incorporated by
reference to
Exhibit 4.2 to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 2005
(the 2005 10-K).4.3
    
    
    First Amendment to Credit Agreement, dated
as of August 21, 2006, among ACI, the
various Lenders party to the Credit
Agreement and DBTCA, as Administrative
Agent
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on August 24,
2006.4.4
    
    
    Second Amendment to Credit Agreement, dated
as of August 31, 2007, among ACI, the
various Lenders party thereto and DBTCA, as
Administrative Agent
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on September
11, 2007.4.5
    
    
    Incremental Commitment Agreement, dated
September 18, 2007, among ACI, the various
Lenders party thereto and DBTCA
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on September
21, 2007.4.6
    
    
    Third Amendment to Credit Agreement, dated
as of March 13, 2009, among ACI, the
various Lenders party thereto and DBTCA, as
Administrative Agent
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on March 16,
2009.4.7
    
    
    Indenture, dated as of May 27, 2009, among
ACI, the Guarantors named therein and
DBTCA, as trustee
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on May 29,
2009.4.8
    
    
    First Supplemental Indenture, dated as of
December 7, 2009, among ACI, the Guarantors
party thereto, DBTCA and Wilmington Trust
FSB, as successor trustee
    
    Incorporated by
reference to
Exhibit 4.3 to
Registration
Statement on Form
S-4 filed by ACI
and certain of its
subsidiaries under
the Securities Act
of 1933, as amended
(File No.
333-163578).4.9
    
    
    Extending Revolving Loan Commitment
Agreement, dated November 17, 2009, among
ACI, the various lenders party thereto and
DBTCA, as Administrative Agent
    
    Incorporated by
reference to
Exhibit 4.1 to
ACIs Current
Report on Form 8-K
filed on November 19, 2009.*10.1
    (a)
    
    Employment Agreement dated November 15,
1993 between ACI and Thomas M. Steinbauer
    
    Incorporated by
reference to
Exhibit 10.1(a) to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 1994.
 64




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing*10.1
    (b)
    
    Amendment No. 1 to Employment Agreement
dated as of October 5, 2001 between ACI and
Thomas M. Steinbauer
    
    Incorporated by
reference to
Exhibit 10.2 to
ACIs Quarterly
Report on Form 10-Q
for the quarter
ended September 30,
2001 (the
September 2001
10-Q).*10.1
    (c)
    
    Amendment No. 2 to Employment Agreement
dated as of August 15, 2002 between ACI and
Thomas M. Steinbauer
    
    Incorporated by
reference to
Exhibit 10.2 to
ACIs Quarterly
Report on Form 10-Q
for the quarter
ended September 30,
2002 (the
September 2002
10-Q).*10.1
    (d)
    
    Amendment No. 3 to Employment Agreement
dated as of November 7, 2008 between ACI
and Thomas M. Steinbauer
    
    Incorporated by
reference to
Exhibit 10.1(d) to
the 2008 10-K.*10.1
    (e)
    
    Amended and Restated Executive Employment
Agreement dated as of March 11, 2002
between ACI and Gordon R. Kanofsky
    
    Incorporated by
reference to
Exhibit 10.1(c) to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 2001
(the 2001 10-K).*10.1
    (f)
    
    Amendment to Amended and Restated Executive
Employment Agreement dated as of August 16,
2002 between ACI and Gordon R. Kanofsky
    
    Incorporated by
reference to
Exhibit 10.3 to the
September 2002
10-Q.*10.1
    (g)
    
    Amendment Number 2 to Amended and Restated
Executive Employment Agreement dated as of
May 31, 2008 between ACI and Gordon R.
Kanofsky
    
    Incorporated by
reference to
Exhibit 10.2 to the
June 2008 8-K.*10.1
    (h)
    
    Executive Employment Agreement dated as of
March 13, 2002 between ACI and Peter C.
Walsh
    
    Incorporated by
reference to
Exhibit 10.1(d) to
the 2001 10-K.*10.1
    (i)
    
    Amendment to Executive Employment Agreement
dated as of August 16, 2002 between ACI and
Peter C. Walsh
    
    Incorporated by
reference to
Exhibit 10.4 to the
September 2002
10-Q.*10.1
    (j)
    
    Amendment Number 2 to Executive Employment
Agreement dated as of May 31, 2008 between
ACI and Peter C. Walsh
    
    Incorporated by
reference to
Exhibit 10.4 to the
June 2008 8-K.*10.1
    (k)
    
    Executive Employment Agreement dated as of
May 31, 2008 between ACI and Ray H. Neilsen
    
    Incorporated by
reference to
Exhibit 10.1 to the
June 2008 8-K.*10.1
    (l)
    
    Executive Employment Agreement dated as of
May 31, 2008 between ACI and Larry A.
Hodges
    
    Incorporated by
reference to
Exhibit 10.3 to the
June 2008 8-K.*10.2
    
    
    Ameristar Casinos, Inc. Amended and
Restated 1999 Stock Incentive Plan,
effective as of December 15, 2007
    
    Incorporated by
reference to
Exhibit 10.3 to the
2007 10-K.*10.3
    
    
    Form of Non-Qualified Stock Option
Agreement under Ameristar Casinos, Inc.
Amended and Restated 1999 Stock Incentive
Plan
    
    Incorporated by
reference to
Exhibit 10.3 to the
2008 10-K.
 65




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing*10.4
    
    
    Ameristar Casinos, Inc. 2002 Non-Employee
Directors Stock Election Plan
    
    Incorporated by
reference to
Appendix A to the
definitive Proxy
Statement filed by
ACI under cover of
Schedule 14A on
April 30, 2002.*10.5
    
    
    Form of Indemnification Agreement between
ACI and each of its directors and executive
officers and its Chief Accounting Officer
    
    Incorporated by
reference to
Exhibit 10.33 to
Amendment No. 2 to
the Form S-1.*10.6
    
    
    Form of Restricted Stock Unit Agreement
under Ameristar Casinos, Inc. Amended and
Restated 1999 Stock Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.7 to the
2007 10-K.10.7
    
    
    Second Amended and Restated Excursion Boat
Sponsorship and Operations Agreement dated
as of November 18, 2004 between Iowa West
Racing Association and ACCBI (the Iowa
West Agreement)
    
    Incorporated by
reference to
Exhibit 10.9 to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 2004.10.8
    
    
    Settlement, Use and Management Agreement
and DNR Permit, dated May 15, 1995, between
the State of Iowa acting through the Iowa
Department of Natural Resources and ACCBI
as assignee of Koch Fuels, Inc.
    
    Incorporated by
reference to
Exhibits 10.12 and
99.1 to ACIs
Annual Report on
Form 10-K for the
year ended December
31, 1996.*10.9
    
    
    Ameristar Casinos, Inc. Amended and
Restated Deferred Compensation Plan,
effective as of January 1, 2008
    
    Incorporated by
reference to
Exhibit 10.2 to
ACIs Quarterly
Report on Form 10-Q
for the quarter
ended September 30,
2007 10-Q (the
September 2007
10-Q).*10.10
    
    
    Master Trust Agreement for Ameristar
Casinos, Inc. Deferred Compensation Plan,
dated as of April 1, 2001, between ACI and
Wilmington Trust Company
    
    Incorporated by
reference to
Exhibit 10.15 to
ACIs Annual Report
on Form 10-K for
the year ended
December 31, 2002.*10.11
    
    
    Ameristar Casinos, Inc. Performance-Based
Annual Bonus Plan
    
    Incorporated by
reference to
Appendix D to ACIs
definitive Proxy
Statement for its
2007 Annual Meeting
of Stockholders,
filed under cover
of Schedule 14A on
April 30, 2007.*10.12
    
    
    Separation Agreement and General and
Special Release dated as of May 31, 2008
between ACI and John M. Boushy
    
    Incorporated by
reference to
Exhibit 10.5 to the
June 2008 8-K.
 66




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing10.13
    
    Redevelopment Project
Lease, dated as of
October 19, 1995,
between the City of
East Chicago, Indiana
(the City) and
Showboat Marina
Partnership (SMP),
as subsequently
amended and assigned
by Lease Assignment
and Assumption
Agreement, dated as of
March 28, 1996,
between SMP and
Showboat Marina Casino
Partnership (SMCP);
Acknowledgement of
Commencement Date of
Redevelopment Project
Lease and Notice of
Election to Take
Possession of Leased
Premises, dated as of
March 28, 1996,
between the City and
SMCP; First Amendment
to Redevelopment
Project Lease, dated
as of March 28, 1996,
between the City and
SMCP; Second Amendment
to Redevelopment
Project Lease, dated
as of January 20,
1999, between the City
and SMCP; Assignment
and Assumption of
Lease, dated as of
April 26, 2005,
between SMCP and RIH;
Assignment and
Assumption of Lease,
dated as of October
25, 2006, between RIH
and RIH Propco IN,
LLC; and Memorandum of
Merger of Leasehold
Interests, dated as of
September 18, 2007,
between RIH and the
City
    
    Incorporated by reference to
Exhibit 10.3 to the September
2007 10-Q.10.14
    
    Documents comprising
the local development
agreement between the
City and RIH,
consisting of: letter
agreement dated April
8, 1994 between SMP
and Robert A.
Pastrick, Mayor of the
City of East Chicago,
Indiana (the Mayor);
letter dated April 18,
1995 from SMP to the
Mayor; Side Agreement:
    
    Incorporated by reference to
Exhibit 10.4 to the September
2007 10-Q.East Chicago Second
Century, Inc., dated
as of December 22,
1998, among SMP,
Waterfront
Entertainment and
Development, Inc.
(Waterfront), Thomas
S. Cappas (Cappas)
and Michael A. Pannos
(Pannos);
Confirmation of
Agreement and
Implementation: East
Chicago Second
Century, Inc., dated
as of February 26,
1999, Among SMP,
Waterfront, Cappas and
Pannos; and Memorandum
of Understanding,
dated August 25, 2000,
between SMCP and the
City*10.15
    
    Form of Performance
Share Unit Agreement,
dated December 15,
2007, under Ameristar
Casinos, Inc. Amended
and Restated 1999
Stock Incentive Plan
    
    Incorporated by reference to
Exhibit 10.16 to the 2007
10-K.*10.16
    
    Ameristar Casinos,
Inc. Change in Control
Severance Plan,
effective December 4,
2007
    
    Incorporated by reference to
Exhibit 10.17 to the 2007
10-K.
 67




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit
    
    Method of Filing*10.17
    
    Ameristar Casinos,
Inc. Change in Control
Severance Plan for
Director-Level
Employees, effective
December 4, 2007
    
    Incorporated by reference to
Exhibit 10.18 to the 2007
10-K.*10.18
    
    Ameristar Casinos,
Inc. 2009 Stock
Incentive Plan
    
    Incorporated by reference to
Exhibit 10.1 to ACIs Current
Report on Form 8-K filed on
June 4, 2009.*10.19
    
    Form of Non-Qualified
Stock Option Agreement
under Ameristar
Casinos, Inc. 2009
Stock Incentive Plan
    
    Filed electronically herewith.*10.20
    
    Form of Restricted
Stock Unit Agreement
under Ameristar
Casinos, Inc. 2009
Stock Incentive Plan
    
    Filed electronically herewith.10.21
    
    Amendment to the Iowa
West Agreement, dated
February 16, 2010,
between Iowa West
Racing Association and
ACCBI
    
    Filed electronically herewith.*10.22
    
    Restricted Stock Unit
Agreement, dated
January 29, 2010,
between ACI and Gordon
R. Kanofsky
    
    Filed electronically herewith.21
    
    Subsidiaries of ACI
    
    Incorporated by reference to
Exhibit 21 to the 2008 10-K.23
    
    Consent of Independent
Registered Public
Accounting Firm
    
    Filed electronically herewith.31.1
    
    Certification of
Gordon R. Kanofsky,
Chief Executive
Officer and Vice
Chairman of the Board,
pursuant to Rules
13a-14 and 15d-14
under the Securities
Exchange Act of 1934,
as adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    Filed electronically herewith.31.2
    
    Certification of
Thomas M. Steinbauer,
Senior Vice President
of Finance, Chief
Financial Officer and
Treasurer, pursuant to
Rules 13a-14 and
15d-14 under the
Securities Exchange
Act of 1934, as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    Filed electronically herewith.32
    
    Certification of Chief
Executive Officer and
Chief Financial
Officer pursuant to 18
U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of
2002
    
    Filed electronically herewith.99
    
    Agreement of ACI,
dated as of March 15,
2006, to furnish the
Securities and
Exchange Commission
certain instruments
defining the rights of
holders of certain
long-term debt
    
    Incorporated by reference to
Exhibit 99.1 to the 2005 10-K.
 
 *
    
    Denotes a management contract or compensatory plan or arrangement. 68




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##### Table of Contents



SIGNATURES
  AMERISTAR CASINOS, INC.
          (Registrant)March 16, 2010
    By:
    /s/ Gordon R. KanofskyGordon R. KanofskyChief Executive Officer and Vice Chairman  Signature
    
    Name and Title
    
    Date/s/ Gordon R. Kanofsky
    
    Gordon R. Kanofsky, Chief
Executive Officer and Vice
Chairman of the Board and
Director (principal executive
officer)
    
    March 16, 2010/s/ Thomas M. Steinbauer
    
    Thomas M. Steinbauer, Senior
Vice President of Finance,
Chief Financial Officer,
Treasurer and Director
(principal financial officer)
    
    March 16, 2010/s/ Heather A. Rollo
    
    Heather A. Rollo, Chief
Accounting Officer (principal
accounting officer)
    
    March 16, 2010/s/ Ray H. Neilsen
    
    Ray H. Neilsen, Chairman of the
Board and Director
    
    March 16, 2010/s/ Larry A. Hodges
    
    Larry A. Hodges, President,
Chief Operating Officer and
Director
    
    March 16, 2010/s/ Carl Brooks
    
    Carl Brooks, Director
    
    March 16, 2010/s/ Luther P. Cochrane
    
    Luther P. Cochrane, Director
    
    March 16, 2010/s/ Leslie Nathanson Juris
    
    Leslie Nathanson Juris, Director
    
    March 16, 2010/s/ J. William Richardson
    
    J. William Richardson, Director
    
    March 16, 2010
 S-1




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##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
    Internal Control-Integrated Framework
  
 /s/ Gordon R. Kanofsky
    
    /s/ Thomas M. SteinbauerGordon R. Kanofsky
    
    Thomas M. SteinbauerChief Executive Officer and Vice Chairman
    
    Senior Vice President of Finance, Chief Financial
Officer and Treasurer
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal
Control-Integrated Framework .
    .
 F-2




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##### Table of Contents



F-3




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control-Integrated Framework
  
 F-4




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##### Table of Contents



AMERISTAR
CASINOS, INC.
 
 CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)
 December 31,2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    96,493
    
    
    $
    73,726Restricted cash
    
    
    6,425
    
    
    
    6,425Accounts receivable, net
    
    
    8,048
    
    
    
    12,635Income tax refunds receivable
    
    
    17,404
    
    
    
    Inventories
    
    
    7,735
    
    
    
    7,926Prepaid expenses
    
    
    13,212
    
    
    
    8,029Deferred income taxes
    
    
    13,825
    
    
    
    10,473Total current assets
    
    
    163,142
    
    
    
    119,214Property and Equipment, at cost:Buildings and improvements
    
    
    1,890,639
    
    
    
    1,657,835Furniture, fixtures and equipment
    
    
    546,565
    
    
    
    510,8432,437,204
    
    
    
    2,168,678Less: accumulated depreciation and amortization
    
    
    (741,328
    )
    
    
    (655,422
    )1,695,876
    
    
    
    1,513,256Land
    
    
    83,401
    
    
    
    83,183Construction in progress
    
    
    18,423
    
    
    
    176,518Total property and equipment, net
    
    
    1,797,700
    
    
    
    1,772,957Goodwill
    
    
    94,821
    
    
    
    207,725Other intangible assets
    
    
    47,546
    
    
    
    47,445Deferred income taxes
    
    
    20,978
    
    
    
    16,219Deposits and other assets
    
    
    90,441
    
    
    
    61,678TOTAL ASSETS
    
    $
    2,214,628
    
    
    $
    2,225,238LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    30,294
    
    
    $
    27,520Construction contracts payable
    
    
    8,746
    
    
    
    37,121Income taxes payable
    
    
    
    
    
    
    3,563Accrued liabilities
    
    
    147,411
    
    
    
    116,313Current maturities of long-term debt
    
    
    135,389
    
    
    
    4,503Total current liabilities
    
    
    321,840
    
    
    
    189,020Long-term debt, net of current maturities
    
    
    1,541,739
    
    
    
    1,643,997Deferred compensation and other long-term liabilities
    
    
    15,056
    
    
    
    53,441Commitments and contingencies (Note 13)Stockholders Equity:Preferred stock, $.01 par value: Authorized - 30,000,000 shares;
Issued  none
    
    
    
    
    
    
    Common
stock, $.01 par value: Authorized - 120,000,000 shares; Issued  58,573,843 and 58,093,041 shares; Outstanding  57,730,296
and 57,300,719 shares
    
    
    586
    
    
    
    581Additional paid-in capital
    
    
    262,582
    
    
    
    246,662Accumulated other comprehensive loss
    
    
    (16,274
    )
    
    
    (27,295
    )Treasury stock, at cost (843,547 and 792,322 shares)
    
    
    (18,590
    )
    
    
    (17,719
    )Retained earnings
    
    
    107,689
    
    
    
    136,551Total stockholders equity
    
    
    335,993
    
    
    
    338,780TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    2,214,628
    
    
    $
    2,225,238
  F-5




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##### Table of Contents



AMERISTAR
CASINOS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Share Data)
 Years ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Casino
    
    $
    1,254,590
    
    
    $
    1,296,806
    
    
    $
    1,083,380Food and beverage
    
    
    135,941
    
    
    
    156,987
    
    
    
    136,471Rooms
    
    
    66,411
    
    
    
    56,024
    
    
    
    30,844Other
    
    
    32,692
    
    
    
    38,491
    
    
    
    30,3871,489,634
    
    
    
    1,548,308
    
    
    
    1,281,082Less: Promotional allowances
    
    
    (274,189
    )
    
    
    (280,406
    )
    
    
    (200,559
    )Net revenues
    
    
    1,215,445
    
    
    
    1,267,902
    
    
    
    1,080,523Operating Expenses:Casino
    
    
    556,684
    
    
    
    604,747
    
    
    
    478,504Food and beverage
    
    
    65,633
    
    
    
    74,650
    
    
    
    70,439Rooms
    
    
    10,466
    
    
    
    11,221
    
    
    
    9,341Other
    
    
    14,240
    
    
    
    21,154
    
    
    
    19,157Selling, general and administrative
    
    
    241,853
    
    
    
    265,622
    
    
    
    229,801Depreciation and amortization
    
    
    107,005
    
    
    
    105,895
    
    
    
    94,810Impairment of goodwill
    
    
    111,700
    
    
    
    130,300
    
    
    
    Impairment of other intangible assets
    
    
    
    
    
    
    184,200
    
    
    
    Impairment of fixed assets
    
    
    3,929
    
    
    
    1,031
    
    
    
    4,758Net loss on disposition of assets
    
    
    411
    
    
    
    683
    
    
    
    1,408Total operating expenses
    
    
    1,111,921
    
    
    
    1,399,503
    
    
    
    908,218Income (loss) from operations
    
    
    103,524
    
    
    
    (131,601
    )
    
    
    172,305Other Income (Expense):Interest income
    
    
    515
    
    
    
    774
    
    
    
    2,113Interest expense, net of capitalized interest
    
    
    (106,849
    )
    
    
    (76,639
    )
    
    
    (57,742
    )Loss on early retirement of debt
    
    
    (5,365
    )
    
    
    
    
    
    
    Other
    
    
    2,006
    
    
    
    (3,404
    )
    
    
    (178
    )(Loss) Income Before Income Tax (Benefit) Provision
    
    
    (6,169
    )
    
    
    (210,870
    )
    
    
    116,498Income tax (benefit) provision
    
    
    (1,502
    )
    
    
    (80,198
    )
    
    
    47,065Net (Loss) Income
    
    $
    (4,667
    )
    
    $
    (130,672
    )
    
    $
    69,433(Loss) Earnings Per Share:Basic
    
    $
    (0.08
    )
    
    $
    (2.28
    )
    
    $
    1.22Diluted
    
    $
    (0.08
    )
    
    $
    (2.28
    )
    
    $
    1.19Cash Dividends Declared Per Share
    
    $
    0.42
    
    
    $
    0.32
    
    
    $
    0.41Weighted-Average Shares Outstanding:Basic
    
    
    57,543
    
    
    
    57,191
    
    
    
    57,052Diluted
    
    
    57,543
    
    
    
    57,191
    
    
    
    58,322
  F-6




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##### Table of Contents



AMERISTAR
CASINOS, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Amounts in Thousands)
 AccumulatedCapital Stock
    
    
    Additional
    
    
    OtherNumber
    
    
    
    
    
    
    Paid-In
    
    
    Comprehensiveof Shares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Treasury Stock
    
    
    Retained Earnings
    
    
    TotalBalance, December 31, 2006
    
    
    56,525
    
    
    $
    569
    
    
    $
    199,951
    
    
    $
    
    
    
    $
    (8,014
    )
    
    $
    241,658
    
    
    $
    434,164Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,433
    
    
    
    69,433Exercise of stock options and
issuance of restricted shares
    
    
    1,010
    
    
    
    10
    
    
    
    17,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,462Tax benefit of stock option
exercises
    
    
    
    
    
    
    
    
    
    
    5,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,587Cumulative effect of change
in accounting principle 
adoption of ASC 740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,464
    )
    
    
    (2,464
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,389
    )
    
    
    (23,389
    )Stock-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    11,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,993Common stock repurchases
    
    
    (376
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,660
    )
    
    
    
    
    
    
    (9,660
    )Balance, December 31, 2007
    
    
    57,159
    
    
    
    579
    
    
    
    234,983
    
    
    
    
    
    
    
    (17,674
    )
    
    
    285,238
    
    
    
    503,126Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130,672
    )
    
    
    (130,672
    )Change in fair value of
interest rate swap
agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,295
    )
    
    
    
    
    
    
    
    
    
    
    (27,295
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (157,967
    )Exercise of stock options and
issuance of restricted shares
    
    
    147
    
    
    
    2
    
    
    
    889
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    891Tax benefit of stock option
exercises
    
    
    
    
    
    
    
    
    
    
    172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    172Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,015
    )
    
    
    (18,015
    )Stock-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    10,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,618Restricted shares remitted
for tax withholding
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45
    )
    
    
    
    
    
    
    (45
    )Balance, December 31, 2008
    
    
    57,301
    
    
    
    581
    
    
    
    246,662
    
    
    
    (27,295
    )
    
    
    (17,719
    )
    
    
    136,551
    
    
    
    338,780Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,667
    )
    
    
    (4,667
    )Change in fair value of
interest rate swap
agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,021
    
    
    
    
    
    
    
    
    
    
    
    11,021Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,354Exercise of stock options and
issuance of restricted shares
    
    
    480
    
    
    
    5
    
    
    
    2,135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,140Tax benefit of stock option
exercises
    
    
    
    
    
    
    
    
    
    
    910
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    910Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,195
    )
    
    
    (24,195
    )Stock-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    12,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,875Restricted shares remitted
for tax withholding
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (871
    )
    
    
    
    
    
    
    (871
    )Balance, December 31, 2009
    
    
    57,730
    
    
    $
    586
    
    
    $
    262,582
    
    
    $
    (16,274
    )
    
    $
    (18,590
    )
    
    $
    107,689
    
    
    $
    335,993
  F-7




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##### Table of Contents



AMERISTAR CASINOS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)
 Years ended December 31,2009
    
    
    2008
    
    
    2007Cash Flows from Operating Activities:Net (loss) income
    
    $
    (4,667
    )
    
    $
    (130,672
    )
    
    $
    69,433Adjustments to reconcile net (loss) income to net cash provided
by operating activities:Depreciation and amortization
    
    
    107,005
    
    
    
    105,895
    
    
    
    94,810Amortization of debt issuance costs and debt discounts
    
    
    7,876
    
    
    
    1,922
    
    
    
    1,503Stock-based compensation expense
    
    
    12,875
    
    
    
    10,618
    
    
    
    11,993Loss on early retirement of debt
    
    
    5,365
    
    
    
    
    
    
    
    Net change in deferred compensation liability
    
    
    (1,795
    )
    
    
    (2,730
    )
    
    
    (773
    )Impairment loss on goodwill
    
    
    111,700
    
    
    
    130,300
    
    
    
    Impairment loss on other intangible assets
    
    
    
    
    
    
    184,200
    
    
    
    Impairment loss on fixed assets
    
    
    3,929
    
    
    
    1,031
    
    
    
    4,758Net loss on disposition of assets
    
    
    411
    
    
    
    683
    
    
    
    1,408Net change in deferred income taxes
    
    
    (18,846
    )
    
    
    (106,928
    )
    
    
    13,618Excess tax benefit from stock option exercises
    
    
    (910
    )
    
    
    (172
    )
    
    
    (5,587
    )Net change in fair value of swap agreements
    
    
    (523
    )
    
    
    (492
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    4,587
    
    
    
    (4,523
    )
    
    
    3,638Income tax refunds receivable
    
    
    (17,404
    )
    
    
    13,539
    
    
    
    (11,375
    )Inventories
    
    
    191
    
    
    
    (497
    )
    
    
    54Prepaid expenses
    
    
    (5,183
    )
    
    
    4,472
    
    
    
    398Accounts payable
    
    
    2,774
    
    
    
    6,511
    
    
    
    5,633Income taxes payable
    
    
    (2,653
    )
    
    
    3,735
    
    
    
    Accrued liabilities
    
    
    15,450
    
    
    
    22,609
    
    
    
    13,235Net cash provided by operating activities
    
    
    220,182
    
    
    
    239,501
    
    
    
    202,746Cash Flows from Investing Activities:Capital expenditures
    
    
    (136,615
    )
    
    
    (241,826
    )
    
    
    (277,312
    )Net cash paid for acquisition of Ameristar East Chicago
    
    
    
    
    
    
    
    
    
    
    (671,420
    )(Decrease) increase in construction contracts payable
    
    
    (28,375
    )
    
    
    5,882
    
    
    
    5,582Proceeds from sale of assets
    
    
    527
    
    
    
    1,222
    
    
    
    338Increase in deposits and other non-current assets
    
    
    (8,478
    )
    
    
    (15,102
    )
    
    
    (11,475
    )Net cash used in investing activities
    
    
    (172,941
    )
    
    
    (249,824
    )
    
    
    (954,287
    )Cash Flows from Financing Activities:Debt borrowings
    
    
    671,485
    
    
    
    86,015
    
    
    
    782,000Principal payments of debt
    
    
    (644,594
    )
    
    
    (83,467
    )
    
    
    (19,384
    )Cash dividends paid
    
    
    (24,195
    )
    
    
    (18,015
    )
    
    
    (23,389
    )Proceeds from stock option exercises
    
    
    2,140
    
    
    
    891
    
    
    
    17,448Purchases of treasury stock
    
    
    (871
    )
    
    
    (45
    )
    
    
    (9,660
    )Excess tax benefit from stock option exercises
    
    
    910
    
    
    
    172
    
    
    
    5,587Debt issuance costs
    
    
    (29,349
    )
    
    
    
    
    
    
    (3,703
    )Net cash (used in) provided by financing activities
    
    
    (24,474
    )
    
    
    (14,449
    )
    
    
    748,899Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    22,767
    
    
    
    (24,772
    )
    
    
    (2,642
    )Cash and Cash Equivalents  Beginning of Year
    
    
    73,726
    
    
    
    98,498
    
    
    
    101,140Cash and Cash Equivalents  End of Year
    
    $
    96,493
    
    
    $
    73,726
    
    
    $
    98,498
  F-8




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##### Table of Contents



AMERISTAR CASINOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in Thousands)
 Years ended December 31,2009
    
    
    2008
    
    
    2007Supplemental Cash Flow Disclosures:Cash paid for interest, net of amounts capitalized
    
    $
    95,066
    
    
    $
    66,618
    
    
    $
    52,313Cash paid for federal and state income taxes (net of refunds
received)
    
    $
    36,958
    
    
    $
    10,840
    
    
    $
    45,572Non-cash Investing and Financing Activities:Acquisition of Ameristar East ChicagoFair value of non-cash assets acquired
    
    $
    
    
    
    $
    
    
    
    $
    681,820Less net cash paid
    
    
    
    
    
    
    
    
    
    
    (671,420
    )Liabilities assumed
    
    $
    
    
    
    $
    
    
    
    $
    10,400
  F-9




---



##### Table of Contents



AMERISTAR CASINOS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of presentation
    Note 2  Summary of significant accounting policies
 Reclassifications
  Use of estimates
  Cash and cash equivalents
  Restricted cash
  F-10




---



##### Table of Contents



Accounts receivable
   Inventories
  Capitalization and depreciation
    Buildings and improvements
    
    
    5 to 40 yearsFurniture, fixtures and equipment
    
    
    3 to 15 years
  Impairment of long-lived assets
  F-11




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##### Table of Contents



Goodwill and other intangible assets
     Debt issuance costs
  Derivative instruments and hedging activities
  F-12




---



##### Table of Contents



Revenue recognition
   Years ended December 31,2009
    
    
    2008
    
    
    2007(Amounts in Thousands)Food and beverage
    
    $
    50,003
    
    
    $
    62,902
    
    
    $
    54,875Rooms
    
    
    12,681
    
    
    
    12,148
    
    
    
    7,003Entertainment
    
    
    3,026
    
    
    
    3,328
    
    
    
    4,600Other
    
    
    3,632
    
    
    
    4,508
    
    
    
    2,257$
    69,342
    
    
    $
    82,886
    
    
    $
    68,735
 Guest Rewards Programs
  Cash Coupons
  Advertising
  Income taxes
  F-13




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##### Table of Contents



Earnings (loss) per share
   Years ended December 31,2009
    
    
    2008
    
    
    2007(Amounts in Thousands)Weighted-average number of shares
outstanding-basic earnings per share
    
    
    57,543
    
    
    
    57,191
    
    
    
    57,052Dilutive effect of stock options
    
    
    
    
    
    
    
    
    
    
    1,270Weighted-average number of shares
outstanding-diluted earnings per share
    
    
    57,543
    
    
    
    57,191
    
    
    
    58,322
  Accounting for stock-based compensation
  Recent accounting pronouncements
 Generally Accepted Accounting Principles
  Fair Value Measurements and Disclosures
 Fair Value
Measurements and Disclosures
 F-14




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##### Table of Contents



Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about
Fair Value Measurements
 Fair Value Measurements and Disclosures (Topic 820):
Improving disclosures about Fair Value Measurement
 Note 3  Accrued liabilities
  2009
    
    
    2008(Amounts in Thousands)Compensation and related benefits
    
    $
    50,314
    
    
    $
    43,564Taxes other than state and federal income
taxes
    
    
    27,141
    
    
    
    30,075Progressive slot machine and related accruals
    
    
    11,161
    
    
    
    9,034Players club rewards
    
    
    11,418
    
    
    
    7,497Interest
    
    
    18,054
    
    
    
    14,147Interest rate swap liability
    
    
    15,259
    
    
    
    Marketing and other accruals
    
    
    14,064
    
    
    
    11,996$
    147,411
    
    
    $
    116,313
 Note 4  Federal and state income taxes
  Years ended December 31,2009
    
    
    2008
    
    
    2007(Amounts in Thousands)Current:Federal
    
    $
    (4,908
    )
    
    $
    4,975
    
    
    $
    41,168State
    
    
    10,322
    
    
    
    10,005
    
    
    
    6,242Total current
    
    
    5,414
    
    
    
    14,980
    
    
    
    47,410Deferred:Federal
    
    
    (4,193
    )
    
    
    (80,792
    )
    
    
    (2,353
    )State
    
    
    (3,927
    )
    
    
    (15,590
    )
    
    
    804Total deferred
    
    
    (8,120
    )
    
    
    (96,382
    )
    
    
    (1,549
    )Federal benefit applied to reduce goodwill
    
    
    1,204
    
    
    
    1,204
    
    
    
    1,204Total
    
    $
    (1,502
    )
    
    $
    (80,198
    )
    
    $
    47,065
  F-15




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##### Table of Contents



Years ended December 31,2009
    
    
    2008
    
    
    2007Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income tax expense, net of federal benefit
    
    
    (45.1
    )
    
    
    4.6
    
    
    
    4.2Change in uncertain tax provisions
    
    
    32.2
    
    
    
    0.2
    
    
    
    Nondeductible expenses for tax purposes
    
    
    (17.8
    )
    
    
    (2.1
    )
    
    
    0.9Tax credits
    
    
    15.7
    
    
    
    0.4
    
    
    
    (0.7
    )Other
    
    
    4.3
    
    
    
    (0.1
    )
    
    
    1.024.3
    %
    
    
    38.0
    %
    
    
    40.4
    %
  December 31,2009
    
    
    2008(Amounts in Thousands)Deferred income tax assets:Goodwill amortization
    
    $
    127,924
    
    
    $
    97,496Net operating loss carryforwards
    
    
    12,011
    
    
    
    13,687Deferred compensation
    
    
    7,852
    
    
    
    7,326Accrued expenses
    
    
    9,545
    
    
    
    6,826Stock-based compensation
    
    
    12,776
    
    
    
    9,412Accrued vacation
    
    
    2,272
    
    
    
    1,852Other
    
    
    2,379
    
    
    
    547Total deferred income tax assets
    
    
    174,759
    
    
    
    137,146Deferred income tax liabilities:Property and equipment
    
    
    (138,118
    )
    
    
    (109,956
    )Prepaid insurance
    
    
    (1,838
    )
    
    
    (498
    )Total deferred income tax liabilities
    
    
    (139,956
    )
    
    
    (110,454
    )Net deferred income tax asset
    
    $
    34,803
    
    
    $
    26,692
  F-16




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##### Table of Contents



Years ended December 31,2009
    
    
    2008(Amounts in Thousands)Balance at beginning of year
    
    $
    16,089
    
    
    $
    28,857Increases for tax positions of the current
year
    
    
    570
    
    
    
    130Increases for tax positions of prior years
    
    
    127
    
    
    
    122Decreases for tax positions of prior years
    
    
    (34
    )
    
    
    (6,711
    )Settlements
    
    
    
    
    
    
    Lapses of applicable statute of limitations
    
    
    (11,685
    )
    
    
    (6,309
    )Balance at end of year
    
    $
    5,067
    
    
    $
    16,089
     F-17




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##### Table of Contents



Note 5  Long-term debt
  December 31,2009
    
    
    2008(Amounts in Thousands)Senior credit facilities, secured by first priority security interest in
substantially all real and personal property assets of ACI and its
subsidiaries, consisting of the following:Revolving loan facility, at variable interest (3.5% at December 31,
2009 and 4.5% at December 31, 2008); as of December 31, 2009,
$131.0 million due November 10, 2010; $12.0 million quarterly
commitment reductions from December 31, 2010 through June 30,
2012 with remaining balance of loans due August 10, 2012
    
    $
    655,000
    
    
    $
    1,259,000Term loan facility, at variable interest (3.5% at December 31,
2009 and 2.5% at December 31, 2008); $1.0 million principal
payments due quarterly through September 30, 2011; $94.3
million principal payments due quarterly from December 31,
2011 through November 10, 2012
    
    
    384,000
    
    
    
    388,000Senior notes, unsecured, 9.25% fixed interest, payable semi-annually on June 1 and December 1, principal due
June 1, 2014 (net of $12,779 discount at December 31, 2009)
    
    
    637,221
    
    
    
    Other
    
    
    907
    
    
    
    1,5001,677,128
    
    
    
    1,648,500Less: Current maturities
    
    
    (135,389
    )
    
    
    (4,503
    )$
    1,541,739
    
    
    $
    1,643,997
  Year
    
    Maturities2010
    
    $
    135,3892011
    
    
    97,6622012
    
    
    801,7752013
    
    
    142014
    
    
    655,014Thereafter
    
    
    531,689,907Debt discount
    
    
    (12,779
    )Long-term debt, including current portion
    
    $
    1,677,128
 Senior unsecured notes
 1 4
 F-18




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##### Table of Contents



Credit facility
   F-19




---



##### Table of Contents




    
    An increase in the maximum permitted senior leverage ratio (as defined in the Credit
Facility) for fiscal quarters ending on and after March 31, 2009, as described below;
    
    An increase in the maximum permitted leverage ratio (as defined in the Credit Facility)
for fiscal quarters ending on and after September 30, 2009, as described below;
    
    An increase of 125 basis points in the interest rate add-on on all revolving and term
loan borrowings;
    
    Replacement of the $40.0 million per fiscal year limitation on dividends with a new
cumulative limit for fiscal years beginning on and after January 1, 2009, as described
below;
    
    A decrease in the permitted amount of cumulative stock repurchases, as described below;
    
    Elimination of the $500.0 million limit on incurrence of subordinated debt;
    
    The permitted incurrence of senior unsecured debt without limitation as to amount;
    
    An increase in the aggregate limit on capital expenditures;
    
    A new covenant requiring the Company at all times to maintain minimum consolidated EBITDA
(as defined in the Credit Facility) of $275.0 million for the trailing four full fiscal
quarters; and
    
    The permitted incurrence of new term loans to refinance existing balances owed to Credit
Facility lenders who choose not to extend the maturity of their respective portions of debt
outstanding under the revolving loan facility to August 10, 2012.
   F-20




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##### Table of Contents



Other debt items
   F-21




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##### Table of Contents



Note 6  Derivative instruments and hedging activities
    F-22




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##### Table of Contents



Fair Value of LiabilityFixedNotional
    
    
    Rate
    
    
    December 31,
    
    
    December 31,
    
    
    
    
    
    
    Balance SheetEffective Date
    
    Amount (1)
    
    
    Paid
    
    
    2009
    
    
    2008
    
    
    Maturity Date
    
    
    Classification (2)July 18, 2008
    
    $
    500,000
    
    
    
    3.20
    %
    
    $
    7,747
    
    
    $
    13,071
    
    
    July 19, 2010
    
    Accrued liabilitiesOctober 20, 2008
    
    
    525,000
    
    
    
    2.98
    %
    
    
    7,512
    
    
    
    13,732
    
    
    July 19, 2010
    
    Accrued liabilities$
    1,025,000
    
    
    
    
    
    
    $
    15,259
    
    
    $
    26,803
 
 (1)
    
    The original notional amount of $600.0 million for the October 20, 2008 swap was reduced
by $75.0 million in 2009 as a result of the reduction of revolving loan commitments under the
Credit Facility.(2)
    
    As of December 31, 2008, the liability was classified in Other long-term liabilities on the balance sheet.   Note 7  Fair value measurements
     F-23




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##### Table of Contents



Fair Value Measurements Using:Quoted Market
    
    
    Significant Other
    
    
    SignificantPrices in Active
    
    
    Observable Inputs
    
    
    UnobservableMarkets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)Assets:Deferred compensation plan assets
    
    $
    
    
    
    $
    16,737
    
    
    $
    Liabilities:Interest rate swap contracts
    
    $
    
    
    
    $
    15,259
    
    
    $
    Deferred compensation plan
liabilities
    
    $
    
    
    
    $
    12,268
    
    
    $
    
  Fair value of long-term debt
  Note 8  Leases
 Operating leases
  Year
    
    Payments2010
    
    $
    5,4062011
    
    
    3,2892012
    
    
    3,1802013
    
    
    2,8222014
    
    
    290Thereafter
    
    
    130$
    15,117
 F-24




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##### Table of Contents



Note 9  Benefit plans
 401(k) plan
  Health benefit plan
  Deferred compensation plan
   Note 10  Stock-Based Compensation
  F-25




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##### Table of Contents



Stock options
   Years ended December 31,2009
    
    
    2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Options
    
    
    Average
    
    
    Options
    
    
    Average
    
    
    Options
    
    
    Average(Amounts in
    
    
    Exercise
    
    
    (Amounts in
    
    
    Exercise
    
    
    (Amounts in
    
    
    ExerciseThousands)
    
    
    Price
    
    
    Thousands)
    
    
    Price
    
    
    Thousands)
    
    
    PriceOutstanding at beginning
of year
    
    
    5,271
    
    
    $
    20.37
    
    
    
    5,632
    
    
    $
    21.91
    
    
    
    6,233
    
    
    $
    20.44Granted
    
    
    690
    
    
    
    18.02
    
    
    
    769
    
    
    
    12.81
    
    
    
    623
    
    
    
    29.50Exercised
    
    
    (274
    )
    
    
    7.80
    
    
    
    (98
    )
    
    
    8.77
    
    
    
    (1,008
    )
    
    
    17.26Forfeited or expired
    
    
    (597
    )
    
    
    23.13
    
    
    
    (1,032
    )
    
    
    24.27
    
    
    
    (216
    )
    
    
    23.08Outstanding at end of
Year
    
    
    5,090
    
    
    $
    20.40
    
    
    
    5,271
    
    
    $
    20.37
    
    
    
    5,632
    
    
    $
    21.91Options exercisable at
end of year
    
    
    3,309
    
    
    $
    20.31
    
    
    
    3,099
    
    
    $
    19.17
    
    
    
    2,479
    
    
    $
    17.19
     Years ended December 31,2009
    
    
    2008
    
    
    2007Weighted-average fair value per share of options
granted during the year (estimated on grant date
using the Black-Scholes-Merton option pricing
model)
    
    $
    7.28
    
    
    $
    4.05
    
    
    $
    9.82Weighted-average assumptions:Expected stock price volatility
    
    
    58
    %
    
    
    50
    %
    
    
    40
    %Risk-free interest rate
    
    
    2.3
    %
    
    
    2.9
    %
    
    
    4.0
    %Expected option life (years)
    
    
    4
    
    
    
    4
    
    
    
    4Expected annual dividend yield
    
    
    2.6
    %
    
    
    3.0
    %
    
    
    1.4
    %
 F-26




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##### Table of Contents



Weighted-Shares
    
    
    Average(Amounts in
    
    
    Exercise PriceThousands)
    
    
    (per Share)Unvested at January 1, 2009
    
    
    2,102
    
    
    $
    22.20Granted
    
    
    690
    
    
    
    18.02Vested
    
    
    (722
    )
    
    
    22.29Forfeited
    
    
    (290
    )
    
    
    21.58Unvested at December 31, 2009
    
    
    1,780
    
    
    $
    20.57
 Restricted stock units
  Performance share units
   Weighted-Shares/Units
    
    
    Average Grant(Amounts in
    
    
    Date Fair ValueThousands)
    
    
    (per Share/Unit)Unvested at January 1, 2009
    
    
    997
    
    
    $
    16.36Granted
    
    
    862
    
    
    
    18.13Vested
    
    
    (237
    )
    
    
    16.48Forfeited
    
    
    (169
    )
    
    
    16.80Unvested at December 31, 2009
    
    
    1,453
    
    
    $
    17.34
  F-27




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##### Table of Contents



Note 11  Stock repurchases
  Note 12  Goodwill and other intangible assets
  Amortization/
    
    
    
    
    
    Net CarryingWeighted-Average
    
    
    Gross Carrying
    
    
    Purchase Price
    
    
    
    
    
    Amount atUseful Lives
    
    
    Amount
    
    
    Adjustments
    
    
    Impairments
    
    
    December 31, 2009(Amounts in Thousands)Goodwill:Ameristar East Chicago acquisition
    
    Indefinite
    
    $
    262,247
    
    
    $
    1,193
    
    
    $
    (242,000
    )
    
    $
    21,440Missouri properties acquisition
    
    Indefinite
    
    
    86,435
    
    
    
    (13,059
    )
    
    
    
    
    
    
    73,376Other
    
    Indefinite
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5348,687
    
    
    
    (11,866
    )
    
    
    (242,000
    )
    
    
    94,821Other Intangible Assets:Ameristar East Chicago gaming
license
    
    Indefinite
    
    
    231,400
    
    
    
    
    
    
    
    (184,200
    )
    
    
    47,200Ameristar East Chicago trade name
and customer list
    
    2.1 years
    
    
    1,630
    
    
    
    (1,529
    )
    
    
    
    
    
    
    101Ameristar St. Charles HOME
nightclub license fee
    
    3.6 years
    
    
    300
    
    
    
    (55
    )
    
    
    
    
    
    
    245233,330
    
    
    
    (1,584
    )
    
    
    (184,200
    )
    
    
    47,546$
    582,017
    
    
    $
    (13,450
    )
    
    $
    (426,200
    )
    
    $
    142,367
  F-28




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##### Table of Contents



Note 13  Commitments and contingencies
 St. Charles Hotel Project Construction Litigation.
 F-29




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##### Table of Contents



East Chicago Local Development Agreement Litigation.
  F-30




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##### Table of Contents



F-31




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##### Table of Contents



Self-Insurance Reserves.
 Guarantees.
  Note 14  Selected Quarterly Financial Results (Unaudited)
  For the fiscal quarters endedMarch 31,
    
    June 30,
    
    September 30,
    
    December 31,2009
    
    2009
    
    2009
    
    2009 (3)
    
    Total(Amounts in Thousands, Except Per Share Data)Net revenues
    
    $
    315,837
    
    
    $
    308,902
    
    
    $
    299,430
    
    
    $
    291,276
    
    
    $
    1,215,445(Loss) income from operations
    
    
    69,301
    
    
    
    55,578
    
    
    
    50,694
    
    
    
    (72,049
    )
    
    
    103,524(Loss) income before income tax (benefit)
provision
    
    
    52,084
    
    
    
    25,919
    
    
    
    21,652
    
    
    
    (105,824
    )
    
    
    (6,169
    )Net (loss) income
    
    
    29,900
    
    
    
    14,280
    
    
    
    14,462
    
    
    
    (63,309
    )
    
    
    (4,667
    )Basic (loss) earnings per share
    
    $
    0.52
    
    
    $
    0.25
    
    
    $
    0.25
    
    
    $
    (1.10
    )
    
    $
    (0.08
    )Diluted (loss) earnings per share
    
    $
    0.52
    
    
    $
    0.25
    
    
    $
    0.25
    
    
    $
    (1.10
    )
    
    $
    (0.08
    )
 F-32




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##### Table of Contents



For the fiscal quarters endedMarch 31,
    
    June 30,
    
    September 30,
    
    December 31,2008 (3)
    
    2008
    
    2008
    
    2008 (3)
    
    Total(Amounts in Thousands, Except Per Share Data)Net revenues
    
    $
    324,768
    
    
    $
    328,097
    
    
    $
    321,401
    
    
    $
    293,636
    
    
    $
    1,267,902(Loss) income from operations
    
    
    (76,981
    )
    
    
    47,372
    
    
    
    45,874
    
    
    
    (147,866
    )
    
    
    (131,601
    )(Loss) income before income tax (benefit)
provision
    
    
    (99,659
    )
    
    
    32,311
    
    
    
    25,898
    
    
    
    (169,420
    )
    
    
    (210,870
    )Net (loss) income (1)
    
    
    (60,930
    )
    
    
    17,022
    
    
    
    14,332
    
    
    
    (101,097
    )
    
    
    (130,672
    )Basic (loss) earnings per share (2)
    
    $
    (1.07
    )
    
    $
    0.30
    
    
    $
    0.25
    
    
    $
    (1.77
    )
    
    $
    (2.28
    )Diluted (loss) earnings per share (2)
    
    $
    (1.07
    )
    
    $
    0.29
    
    
    $
    0.25
    
    
    $
    (1.77
    )
    
    $
    (2.28
    )
 
 (1)
    
    The sum of the amounts for the four quarters does not equal the total for the year due to rounding.(2)
    
    Because (loss) earnings per share amounts are calculated using the weighted-average number of common and dilutive common
equivalent shares outstanding during each quarter, the sum of the per-share amounts for the four quarters may not equal the
total (loss) earnings per share amounts for the year.(3)
    
    As discussed in Note 12  Goodwill and other intangible assets, the Company impaired a portion of the goodwill and gaming license acquired in the purchase of the East
Chicago property. The pre-tax impairment charge recorded in the fourth quarter of 2009 was $111.7 million. This charge adversely impacted
diluted  earnings per share by $1.15. The pre-tax impairment charges recorded in the first and fourth quarters of 2008 were $129.0 million and $185.5 million, respectively. These charges adversely
impacted diluted earnings per share by $1.33 in the first quarter of 2008 and by $1.92 in the fourth quarter of 2008. For the year ended December 31, 2008, impairment charges
related to the East Chicago property reduced pre-tax earnings by $314.5 million and diluted earnings per share by $3.25. F-33