##### 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 1934For the fiscal year ended
    December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-22494
  AMERISTAR CASINOS,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Nevada

88-0304799State or Other Jurisdiction
    of
    Incorporation or Organization

(I.R.S. Employer
    Identification No.)   3773
    Howard Hughes Parkway
    Suite 490 South
    Las Vegas, Nevada 89169 (Address
    of Principal Executive Offices)
  Registrants telephone number, including area code:
 (702) 567-7000
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

Nasdaq Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


27Item 1B.

Unresolved Staff Comments


36Item 2.

Properties


37Item 3.

Legal Proceedings


37Item 4.

[Reserved]


40PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


40Item 6.

Selected Financial Data


41Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


42Item 7a.

Quantitative and Qualitative Disclosures About
    Market Risk


55Item 8.

Financial Statements and Supplementary Data


56Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


56Item 9a.

Controls and Procedures


56Item 9b.

Other Information


56PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


56Item 11.

Executive Compensation


57Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


57Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


57Item 14.

Principal Accountant Fees and Services


57PART IVItem 15.

Exhibits, Financial Statement Schedules


57SIGNATURESS-1EX-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





AmeristarCasino Resort


Ameristar


Ameristar


Casino Resort


Ameristar


Casino HotelSpa


Casino Hotel


Casino Hotel


Spa Black


Casino Hotel


East


The JackpotSt. Charles


Kansas City


Council Bluffs


Hawk


Vicksburg


Chicago


Properties(1)Opening Year


1994



1997



1996



2001



1994



1997



1956Acquisition Year


2000



2000







2004







2007



Casino Square Footage (approx.)


130,000



140,000



38,500



56,000



70,000



56,000



29,000Slot Machines (approx.)


2,750



2,890



1,530



1,500



1,550



1,880



770Table Games


72
(2)


73
(2)


30



40
(2)


42
(2)


46



35
(2)Hotel Rooms


397



184



444
(3)


536



149



290



416Restaurants/Bars


7/7



9/7(4
)


4/5



4/3



3/1



6/1(4
)


5/4Restaurant/Bar Seating Capacity


1,752/193



1,634/405(4
)


1,020/67



753/128



746/297



622/31(4
)


530/126Guest Parking Spaces (approx.)


6,280



8,320



3,080



1,500



2,200



2,245



1,100   Other Amenities

20,000-Square-Foot Conference and Banquet Center; Indoor/Outdoor
    Swimming Pool; Full-Service Spa; 228-Seat VIP Players
    Club; Gift Shop; Amusement Arcade

1,350-Seat Entertainment Facility; Meeting Space; 18-Screen
    Movie Theater(5); 150-Seat VIP Players Club; Gift Shop;
    Kids Quest Childrens Activity Center(5); Amusement
    Arcade(5)

Meeting Space; 92-Seat VIP Players Club; Indoor Swimming
    Pool; Exercise Facility; Gift Shop; Kids Quest Childrens
    Activity Center(5)

15,000-Square-Foot Event and Meeting Center; 84-Seat VIP
    Players Club; Starbucks Coffee Bar; Gift Shop; Rooftop
    Swimming Pool; Full-Service Spa; Rooftop Lounge

Meeting Space; 65-Seat VIP Players Club; Swimming Pool;
    Gift Shop; Service Station; Convenience Store; Subway Restaurant
    Franchise; RV Park

5,370-Square-Foot Banquet Room; 151-Seat VIP Players
    Lounge and Club Facilities; Gift Shop; Winners Square Promotion
    Center

3,940-Seat Outdoor Entertainment Facility; 318-Seat Showroom;
    Meeting Space; Sports Book(5); Swimming Pool; Gift Shop; Service
    Station; General Store; Amusement Arcade; Styling Salon; RV Park     (1)
    
    Includes the operations of Cactus Petes Resort Casino and The
    Horseshu Hotel and Casino. 4




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(2)
    
    Includes 19 poker tables at Ameristar Casino Resort Spa St.
    Charles, 14 poker tables at Ameristar Casino Hotel Kansas City,
    10 poker tables at Ameristar Casino Hotel Vicksburg, 17 poker
    tables at Ameristar Casino Resort Spa Black Hawk and seven poker
    tables at the Jackpot Properties.(3)
    
    Includes 284 rooms operated by affiliates of Kinseth Hospitality
    Corporation and located on land owned by us and leased to
    affiliates of Kinseth.(4)
    
    Includes a 114-seat food court featuring Sbarro and Burger King
    restaurants and Arthur Bryants Barbeque restaurant at
    Ameristar Casino Hotel Kansas City and a 51-seat Sbarro
    restaurant at Ameristar Casino Hotel East Chicago, all of which
    are leased to and operated by third parties.(5)
    
    Leased to and/or operated by a third party.  Ameristar Casino Resort Spa St.
    Charles. state-of-the-art
  10-lane,
  Ameristar Casino Hotel Kansas City.
  six-lane,
  Ameristar Casino Hotel Council Bluffs.
    Ameristar Casino Resort Spa Black
    Hawk. 33-story
    Ameristar Casino Hotel Vicksburg.
 5




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##### Table of Contents



Ameristar Casino Hotel East Chicago.
      The Jackpot Properties.
    Markets
    Ameristar





AmeristarCasino Resort

Ameristar

Ameristar

Casino Resort

Ameristar

AmeristarSpa

Casino Hotel

Casino Hotel

Spa

Casino Hotel

Casino HotelSt. Charles

Kansas City

Council Bluffs

Black Hawk(1)

Vicksburg

East Chicago(2)Adult population  within 50 miles


2.0 million



1.6 million



750,000



2.1 million



400,000



5.9 millionAdult population  within 100 miles


2.9 million



2.1 million



1.3 million



3.0 million



1.1 million



8.9 millionNo. of market participants


6



4



3



17



5



32010 annual market gaming revenue  $ in millions

$
1,085.6


$
714.5


$
429.3


$
559.4


$
270.1


$
1,023.22010 market growth rate


3.4
%


(0.7
)%


(0.5
)%


5.3
%


(3.7
)%


1.6
%2010 market share


25.9
%


33.7
%


37.2
%


27.5
%


43.8
%


24.1
%2009 market share


28.5
%


33.6
%


36.6
%


20.5
%


42.7
%


27.5
%2010 market share rank


#1



#1



#2



#1



#1



#2  6




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(1)
    
    The Colorado Limited Gaming Control Commission reports the Black
    Hawk and Central City, Colorado markets separately. The Black
    Hawk information in this table excludes seven casinos in Central
    City, adjacent to Black Hawk, which generated $65.7 million
    in total gaming revenues in 2010.(2)
    
    In the Northwest Indiana market, there are a total of three
    operators, including Ameristar East Chicago (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.    Competition
  St.
    Charles
          Kansas
    City
     7




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Council
    Bluffs
      five-acre
  Black
    Hawk
            Vicksburg
       8




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East
    Chicago
          Jackpot
    Other
    Employees
    and Labor Relations
    Incorporation
    Government
    Regulation
   9




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Missouri
        
    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, 10




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
    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.  15-day
             11




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Iowa
      not-for-profit not-for-profit not-for-profit
   12




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not-for-profit not-for-profit
             13




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Indiana
             14




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three-day
    2007-58 2010-217
     15




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Mississippi
        19-year 19-year
 16




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24-hour
           17




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18




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out-of-state
 19




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24-hour
  Colorado
     20




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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.     21




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22




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Nevada
         23




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24




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25




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Other
    Jurisdictions
   26




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Federal
    Regulation of Slot Machines
    Other
    Regulations
    Web
    Access to Periodic Reports
  www.ameristar.com Form 10-K, Form 10-Q, Form 8-K
  Recent
    Development
  Form 8-K
 Item 1A.
    Risk Factors  Our
    business is sensitive to reductions in discretionary consumer
    spending.
   27




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We
    have substantial debt and intend to incur significant additional
    debt through the Refinancing; 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;
    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, which we
    expect to increase following the Refinancing, and our ability to
    generate sufficient cash depends on many factors, some of which
    are beyond our control.
     28




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Covenant
    restrictions under our senior credit facilities and the
    indenture governing our senior notes and any New Financing may
    limit our ability to operate our business.
    The
    gaming industry is very competitive and increased competition
    could have a material adverse effect on our future
    operations.
           29




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five-acre
    Our
    business may be adversely affected by legislation prohibiting
    tobacco smoking.
   30




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If the
    jurisdictions in which we operate increase gaming taxes and
    fees, our results could be adversely affected.
      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.
   31




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Holders
    of our Common Stock may be subject to gaming regulatory
    requirements or could be forced to sell their
    shares.
        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.
       32




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We
    have limited opportunities to develop new
    properties.
  and/or
  The
    Estate of Craig H. Neilsen currently owns a majority of our
    Common Stock and may have interests that differ from those of
    the other holders of our Common Stock.
      The continued payment of dividends on our stock is
    dependent on a number of factors and is not assured.
   33




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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.
    Our
    business may be materially impacted by an act of terrorism or by
    additional security requirements that may be imposed on
    us.
   34




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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.
  up-to-date
        Any loss from service of our operating facilities for any
    reason could materially adversely affect us.
       35




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A
    change in control could result in the acceleration of our debt
    obligations.
    We are
    subject to non-gaming regulation.
           Item 1B.  Unresolved
    Staff Comments   36




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Item 2.  Properties  Ameristar St.  Charles.
  Ameristar Kansas City.
  Ameristar Council Bluffs. 69-acre
  Ameristar East Chicago. 28-acre
  Ameristar Vicksburg.
  Ameristar Black Hawk.
  The Jackpot Properties. 35-acre 25-acre
  Other.
   Item 3.  Legal
    Proceedings  St.  Charles Hotel Project Construction
    Litigation.
  agreed-upon
 37




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East Chicago Local Development Agreement
    Litigation.
     38




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39




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Item 4.  [Reserved] PART II Item 5.Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  (a)
    Market
    Information    High

Low2010First Quarter

$
19.00


$
14.17Second Quarter


20.69



15.00Third Quarter


18.41



13.44Fourth Quarter


19.23



15.482009First Quarter

$
13.62


$
6.86Second Quarter


23.00



12.28Third Quarter


21.27



15.36Fourth Quarter


18.50



13.94   (b)  Holders
    (c)  Dividends
       40




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Item 6.Selected
    Financial Data    AMERISTAR
    CASINOS, INC.
  CONSOLIDATED
    SELECTED FINANCIAL DATA
  For the Years Ended December 31,2010


2009


2008


2007


2006(Amounts in thousands, except per share data)STATEMENT OF OPERATIONS DATA(1):REVENUES:Casino

$
1,247,034


$
1,254,590


$
1,296,806


$
1,083,380


$
1,008,311Food and beverage


134,854



135,941



156,987



136,471



131,795Rooms


79,403



66,411



56,024



30,844



27,972Other


30,559



32,692



38,491



30,387



29,0821,491,850



1,489,634



1,548,308



1,281,082



1,197,160Less: Promotional allowances


(302,568
)


(274,189
)


(280,406
)


(200,559
)


(196,862
)Net revenues


1,189,282



1,215,445



1,267,902



1,080,523



1,000,298OPERATING EXPENSES:Casino


544,001



556,684



604,747



478,504



439,101Food and beverage


64,451



65,633



74,650



70,439



68,744Rooms


17,591



10,466



11,221



9,341



6,780Other


12,419



14,240



21,154



19,157



18,749Selling, general and administrative


244,964



241,853



265,622



229,801



200,588Depreciation and amortization


109,070



107,005



105,895



94,810



93,889Impairment of goodwill


21,438



111,700



130,300







Impairment of other intangible assets


34,791







184,200







Impairment loss on assets


224



3,929



1,031



4,758



931Net loss (gain) on disposition of assets


255



411



683



1,408



(683
)Total operating expenses


1,049,204



1,111,921



1,399,503



908,218



828,099INCOME (LOSS) FROM OPERATIONS


140,078



103,524



(131,601
)


172,305



172,199OTHER INCOME (EXPENSE):Interest income


452



515



774



2,113



2,746Interest expense, net of capitalized interest


(121,233
)


(106,849
)


(76,639
)


(57,742
)


(50,291
)Loss on early retirement of debt






(5,365
)










(26,264
)Other


1,463



2,006



(3,404
)


(178
)


Income (loss) before income tax provision (benefit)


20,760



(6,169
)


(210,870
)


116,498



98,390Income tax provision (benefit)


12,130



(1,502
)


(80,198
)


47,065



38,825NET INCOME (LOSS)

$
8,630


$
(4,667
)

$
(130,672
)

$
69,433


$
59,565EARNINGS (LOSS) PER SHARE:Basic

$
0.15


$
(0.08
)

$
(2.28
)

$
1.22


$
1.06Diluted

$
0.15


$
(0.08
)

$
(2.28
)

$
1.19


$
1.04WEIGHTED-AVERAGE SHARES OUTSTANDING:Basic


58,025



57,543



57,191



57,052



56,155Diluted


58,818



57,543



57,191



58,322



57,327   41




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December 31,2010


2009


2008


2007


2006(Amounts in thousands)BALANCE SHEET AND OTHER DATA:Cash and cash equivalents

$
71,186


$
96,493


$
73,726


$
98,498


$
101,140Total assets


2,061,542



2,214,628



2,225,238



2,412,096



1,541,475Total long-term debt, net of current maturities


1,432,551



1,541,739



1,643,997



1,641,615



878,668Stockholders equity(2)


351,020



335,993



338,780



503,126



434,164Capital expenditures(3)


58,396



136,615



241,826



277,312



249,123     (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)
    
    Dividends of $24.4 million, $24.2 million,
    $18.0 million, $23.4 million and $21.1 million
    were paid in 2010, 2009, 2008, 2007 and 2006, respectively. The
    annual dividend per share was $0.42 in 2010, $0.42 in 2009,
    $0.315 in 2008, $0.41 in 2007 and $0.375 in 2006.(3)
    
    (Decreases) increases in construction contracts payable were
    $(6.5) million, $(28.4) million, $5.9 million,
    $5.6 million and $16.2 million in 2010, 2009, 2008,
    2007 and 2006, respectively. 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 and housing
    markets. 42




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
    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.
    Ameristar Black Hawk.  In July 2009, positive
    statewide regulatory changes became effective in Black Hawk. The
    regulatory changes 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, in
    September 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 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, net revenues and operating income increased
    year-over-year
    in 2010 by 47.6% and 106.6%, respectively, compared to 2009. The
    property also increased its 2010 annual market share on a
    year-over-year
    basis from 20.5% to 27.5%.
    East Chicago Bridge Closure and 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.  year-over-year
  
    Missouri Properties.  In late 2008, positive
    regulatory reform was implemented in Missouri benefitting 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 additional gaming licenses.    
    Debt and Interest Expense.  At
    December 31, 2010 and 2009, total debt was
    $1.53 billion and $1.68 billion, respectively. Net
    debt repayments totaled $149.8 million during the year
    ended December 31, 2010, of which $145.0 million
    related to the repayment of a portion of the principal balance
    outstanding under the revolving credit facility. In November
    2009, we successfully completed an extension of
    $600.0 million, or 80%, of our revolving loan facility
    commitments. On November 10, 2010, we retired the
    $107.0 million outstanding under the non-extended portion
    of the revolving credit facility by borrowing $87.0 million
    under the extended revolving credit facility due in August 2012
    and utilizing $20.0 million of cash from operations. 43




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1 4
   44




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##### Table of Contents



Results
    of Operations
  Selected
    Financial Measures by Property
    Years Ended December 31,2010


2009


2008(Dollars in thousands)Consolidated Cash Flow Information:Net cash provided by operating activities

$
218,827


$
220,182


$
239,501Net cash used in investing activities

$
(70,006
)

$
(172,941
)

$
(249,824
)Net cash used in financing activities

$
(174,128
)

$
(24,474
)

$
(14,449
)Net Revenues:Ameristar St. Charles

$
267,139


$
290,675


$
289,793Ameristar Kansas City


223,404



230,370



239,964Ameristar Council Bluffs


154,468



156,421



174,778Ameristar Black Hawk


152,254



103,168



79,883Ameristar Vicksburg


114,516



120,152



133,204Ameristar East Chicago


216,514



251,695



282,866Jackpot Properties


60,987



62,964



67,414Consolidated net revenues

$
1,189,282


$
1,215,445


$
1,267,902Operating Income (Loss):Ameristar St. Charles

$
59,658


$
71,231


$
60,436Ameristar Kansas City


59,134



61,601



50,414Ameristar Council Bluffs


47,027



46,887



50,728Ameristar Black Hawk


33,060



16,003



10,661Ameristar Vicksburg


33,528



32,902



36,453Ameristar East Chicago(1)


(41,874
)


(78,077
)


(285,871
)Jackpot Properties


11,526



13,338



11,803Corporate and other


(61,981
)


(60,361
)


(66,225
)Consolidated operating income (loss)(1)

$
140,078


$
103,524


$
(131,601
)Operating Income (Loss) Margins:Ameristar St. Charles


22.3
%


24.5
%


20.9
%Ameristar Kansas City


26.5
%


26.7
%


21.0
%Ameristar Council Bluffs


30.4
%


30.0
%


29.0
%Ameristar Black Hawk


21.7
%


15.5
%


13.3
%Ameristar Vicksburg


29.3
%


27.4
%


27.4
%Ameristar East Chicago(1)


(19.3
)%


(31.0
)%


(101.1
)%Jackpot Properties


18.9
%


21.2
%


17.5
%Consolidated operating income (loss) margin(1)


11.8
%


8.5
%


(10.4
)%     (1)
    
    For the years ended December 31, 2010, 2009 and 2008,
    operating income (loss) and operating income (loss) margin were
    adversely impacted by $56.0 million, $111.7 million
    and $314.5 million, respectively, in impairment charges
    related to Ameristar East Chicago intangible assets. 45




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##### Table of Contents



Years Ended December 31,2010


2009


2008(Amounts in thousands)Casino Revenues:Slots

$
1,103,711


$
1,106,575


$
1,140,383Table games


143,323



148,015



156,423Casino revenues


1,247,034



1,254,590



1,296,806Non-Casino Revenues:Food and beverage


134,854



135,941



156,987Rooms


79,403



66,411



56,024Other


30,559



32,692



38,491Non-casino revenues


244,816



235,044



251,5021,491,850



1,489,634



1,548,308Less: Promotional Allowances


(302,568
)


(274,189
)


(280,406
)Total Net Revenues

$
1,189,282


$
1,215,445


$
1,267,902   Year
    Ended December 31, 2010 Versus Year Ended December 31,
    2009
  Net
    Revenues
  year-over-year
      Operating
    Income
   46




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##### Table of Contents



Interest
    Expense
    Years Ended December 31,2010


2009(Dollars in thousands)Interest cost

$
121,917


$
115,813Less: Capitalized interest


(684
)


(8,964
)Interest expense, net

$
121,233


$
106,849Cash paid for interest, net of amounts capitalized

$
118,149


$
95,066Weighted-average total debt balance outstanding

$
1,623,114


$
1,667,772Weighted-average interest rate


7.4
%


6.5
%     Income
    Tax Expense
    Net
    Income (Loss)
    Year
    Ended December 31, 2009 Versus Year Ended December 31,
    2008
  Net
    Revenues
  year-over-year
 47




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##### Table of Contents



Operating
    Income (Loss)
    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
   48




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##### Table of Contents



Net
    Loss
    Liquidity
    and Capital Resources
  Cash
    Flows  Summary
    Years Ended December 31,2010


2009


2008(Amounts in thousands)Net cash provided by operating activities

$
218,827


$
220,182


$
239,501Cash flows from investing activities:Capital expenditures


(58,396
)


(136,615
)


(241,826
)(Decrease) increase in construction contracts payable


(6,489
)


(28,375
)


5,882Proceeds from sale of assets


405



527



1,222Increase in deposits and other non-current assets


(5,526
)


(8,478
)


(15,102
)Net cash used in investing activities


(70,006
)


(172,941
)


(249,824
)Cash flows from financing activities:Debt borrowings


12,000



671,485



86,015Principal payments of debt


(161,794
)


(644,594
)


(83,467
)Cash dividends paid


(24,389
)


(24,195
)


(18,015
)Proceeds from stock option exercises


2,238



2,140



891Purchases of treasury stock


(1,638
)


(871
)


(45
)Tax effect from stock-based arrangements


(412
)


910



172Debt issuance costs


(133
)


(29,349
)


Net cash used in financing activities


(174,128
)


(24,474
)


(14,449
)Net (decrease) increase in cash and cash equivalents

$
(25,307
)

$
22,767


$
(24,772
)      49




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##### Table of Contents



Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,Capital Expenditures by Project

2010


2009


2008(Amounts in thousands)Black Hawk expansion

$
1,582


$
74,711


$
102,538Council Bluffs air quality improvements


833







Kansas City hotel addition


823







East Chicago hotel renovation


482







Vicksburg expansion


429



97



40,618St. Charles expansion






894



26,720Other construction projects


3,624



9,877



29,165Total construction projects


7,773



85,579



199,041Other fixed asset purchases


50,623



51,036



42,785Total capital expenditures

$
58,396


$
136,615


$
241,826             Liquidity
     50




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##### Table of Contents



and/or
 51




---



##### Table of Contents



Inflation
    Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Contractual
    and Other Commitments
    Payments Due by PeriodContractual Obligations:

2011


2012-2013


2014-2015


After 2015


Total(In thousands)Long-term debt instruments

$
97,247


$
792,770


$
650,013


$
83


$
1,540,113Estimated interest payments on long-term debt(1)


90,754



138,421



27,567



39



256,781Operating leases


4,058



4,351



609







9,018Construction contracts


2,243



55











2,298Total

$
194,302


$
935,597


$
678,189


$
122


$
1,808,210     (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.         52




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Property
    and Equipment
    Goodwill
    and Other Intangible Assets
          Guest
    Rewards Programs
   53




---



##### Table of Contents



12-month
  Cash,
    Hotel and Food Coupons
    Self-Insurance
    Reserves
    Accounting
    for Share-Based Compensation
      Income
    Taxes
   54




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##### Table of Contents



Litigation,
    Claims and Assessments
    Recent
    Accounting Pronouncements
  ASU
    No. 2010-16,
    Entertainment-Casinos (Topic 924):  Accruals for
    Casino Jackpot Liabilities
  No. 2010-16, Entertainment-Casinos (Topic 924): Accruals for Casino
    Jackpot Liabilities
 Item 7A.Quantitative
    and Qualitative Disclosures About Market Risk       55




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##### Table of Contents



Item 8.Financial
    Statements and Supplementary Data   Item 9.Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   Item 9A.Controls
    and Procedures  (a) Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  (b)
    Managements
    Annual Report on Internal Control over Financial Reporting and
    Report of Independent Registered Public Accounting
    Firm    (c) Changes
    in Internal Control over Financial Reporting
  Rule 13a-15(d)
 Item 9B.Other
    Information   PART III Item 10.  Directors,
    Executive Officers and Corporate Governance   56




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##### Table of Contents



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


F-1Reports of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-4Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-5Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2010, 2009 and
    2008


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-7Notes to Consolidated Financial Statements


F-8    Financial Statement Schedules
    Exhibits
  Forms 10-K, 10-Q 8-K. No. 0-22494.
  57




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##### Table of Contents



ExhibitNumber

Description of Exhibit

Method of Filing3(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).4
.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

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, 2009.4
.8

Fourth Amendment to Credit Agreement, dated as of
    November 10, 2010, 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 15, 2010.4
.9

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. 58




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##### Table of Contents



ExhibitNumber

Description of Exhibit

Method of Filing4
.10

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).*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
    (the 1994 10-K).*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 ACIs Annual
    Report on Form 10-K for the year ended December 31, 2007 (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. 59




---



##### 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. 60




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##### Table of Contents



ExhibitNumber

Description of Exhibit

Method of Filing10
.12

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
.13

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: 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

Incorporated by reference to Exhibit 10.4 to the September 2007
    10-Q.*10
.14

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
.15

Ameristar Casinos, Inc. Change in Control Severance Plan,
    effective December 4, 2007

Incorporated by reference to Exhibit 10.17 to the 2007 10-K.*10
.16

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
.17

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. 61




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##### Table of Contents



ExhibitNumber

Description of Exhibit

Method of Filing*10
.18

Form of Non-Qualified Stock Option Agreement under Ameristar
    Casinos, Inc. 2009 Stock Incentive Plan

Incorporated by reference to Exhibit 10.19 to ACIs Annual
    Report on Form 10-K for the year ended December 31, 2009 (the
    2009 10-K).*10
.19

Form of Restricted Stock Unit Agreement under Ameristar Casinos,
    Inc. 2009 Stock Incentive Plan

Incorporated by reference to Exhibit 10.20 to the 2009 10-K.10
.20

Amendment to the Iowa West Agreement, dated February 16,
    2010, between Iowa West Racing Association and ACCBI

Incorporated by reference to Exhibit 10.21 to the 2009 10-K.*10
.21

Restricted Stock Unit Agreement, dated January 29, 2010,
    between ACI and Gordon R. Kanofsky

Incorporated by reference to Exhibit 10.22 to the 2009 10-K.10
.22

Letter Agreement dated February 27, 2011 between ACI and
    the Estate of Craig H. Neilsen

Incorporated by reference to Exhibit 10.1 to ACIs Current
    Report on Form 8-K filed on February 28, 2011.10
.23

Plan of Reorganization, dated November 15, 1993, between
    ACI and Craig H. Neilsen in his individual capacity and as
    trustee of the testamentary trust created under the Last Will
    and Testament of Ray Neilsen dated October 9, 1963

Incorporated by reference to Exhibit 2.1 to the 1994 10-K.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. 62




---



##### Table of Contents



SIGNATURES    
   March 16, 2011

By: /s/  Gordon
    R. KanofskyGordon
    R. Kanofsky
    Chief 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, 2011/s/  Thomas
    M. Steinbauer

Thomas M. Steinbauer, Senior Vice President of Finance, Chief
    Financial Officer, Treasurer and Director (principal financial
    officer)

March 16, 2011/s/  Heather
    A. Rollo

Heather A. Rollo, Senior Vice President of Accounting (principal
    accounting officer)

March 16, 2011/s/  Ray
    H. Neilsen

Ray H. Neilsen, Chairman of the Board and Director

March 16, 2011/s/  Larry
    A. Hodges

Larry A. Hodges, President, Chief Operating Officer and Director

March 16, 2011/s/  Carl
    Brooks

Carl Brooks, Director

March 16, 2011/s/  Luther
    P. Cochrane

Luther P. Cochrane, Director

March 16, 2011/s/  Leslie
    Nathanson Juris

Leslie Nathanson Juris, Director

March 16, 2011/s/  J.
    William Richardson

J. William Richardson, Director

March 16, 2011  S-1




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL
    CONTROL OVER FINANCIAL REPORTING  Rules 13a-15(f) 15d-15(f)
      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




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
              
    F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
        Internal Control-Integrated Framework
  
    F-3




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2010


2009(Amounts in thousands, except share data)ASSETSCurrent Assets:Cash and cash equivalents

$
71,186


$
96,493Restricted cash


5,925



6,425Accounts receivable, net


7,391



8,048Income tax refunds receivable


3,295



17,404Inventories


7,158



7,735Prepaid expenses


12,567



13,212Deferred income taxes


12,238



13,825Total current assets


119,760



163,142Property and Equipment, at cost:Buildings and improvements


1,906,533



1,890,639Furniture, fixtures and equipment


578,498



546,5652,485,031



2,437,204Less: accumulated depreciation and amortization


(834,434
)


(741,328
)1,650,597



1,695,876Land


83,403



83,401Construction in progress


12,299



18,423Total property and equipment, net


1,746,299



1,797,700Goodwill


72,177



94,821Other intangible assets


12,600



47,546Deferred income taxes


20,884



20,978Deposits and other assets


89,822



90,441TOTAL ASSETS

$
2,061,542


$
2,214,628LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
23,658


$
30,294Construction contracts payable


2,257



8,746Accrued liabilities


136,345



147,411Current maturities of long-term debt


97,247



135,389Total current liabilities


259,507



321,840Long-term debt, net of current maturities


1,432,551



1,541,739Deferred compensation and other long-term liabilities


18,464



15,056Commitments and contingencies (Note 14)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  59,232,486 and
    58,573,843 shares; Outstanding  58,287,697 and
    57,730,296 shares


592



586Additional paid-in capital


278,726



262,582Accumulated other comprehensive loss






(16,274
)Treasury stock, at cost (944,789 and 843,547 shares)


(20,228
)


(18,590
)Retained earnings


91,930



107,689Total stockholders equity


351,020



335,993TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
2,061,542


$
2,214,628    F-4




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2010


2009


2008(Amounts in thousands, except per share data)Revenues:Casino

$
1,247,034


$
1,254,590


$
1,296,806Food and beverage


134,854



135,941



156,987Rooms


79,403



66,411



56,024Other


30,559



32,692



38,4911,491,850



1,489,634



1,548,308Less: Promotional allowances


(302,568
)


(274,189
)


(280,406
)Net revenues


1,189,282



1,215,445



1,267,902Operating Expenses:Casino


544,001



556,684



604,747Food and beverage


64,451



65,633



74,650Rooms


17,591



10,466



11,221Other


12,419



14,240



21,154Selling, general and administrative


244,964



241,853



265,622Depreciation and amortization


109,070



107,005



105,895Impairment of goodwill


21,438



111,700



130,300Impairment of other intangible assets


34,791







184,200Impairment of fixed assets


224



3,929



1,031Net loss on disposition of assets


255



411



683Total operating expenses


1,049,204



1,111,921



1,399,503Income (loss) from operations


140,078



103,524



(131,601
)Other Income (Expense):Interest income


452



515



774Interest expense, net of capitalized interest


(121,233
)


(106,849
)


(76,639
)Loss on early retirement of debt






(5,365
)


Other


1,463



2,006



(3,404
)Income (Loss) Before Income Tax Provision (Benefit)


20,760



(6,169
)


(210,870
)Income tax provision (benefit)


12,130



(1,502
)


(80,198
)Net Income (Loss)

$
8,630


$
(4,667
)

$
(130,672
)Earnings (Loss) Per Share:Basic

$
0.15


$
(0.08
)

$
(2.28
)Diluted

$
0.15


$
(0.08
)

$
(2.28
)Cash Dividends Declared Per Share

$
0.42


$
0.42


$
0.32Weighted-Average Shares Outstanding:Basic


58,025



57,543



57,191Diluted


58,818



57,543



57,191    F-5




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedCapital Stock


Additional


OtherNumber of





Paid-In


Comprehensive


Treasury


RetainedShares


Amount


Capital


Loss


Stock


Earnings


Total(Amounts in thousands)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 effect from stock-based arrangements










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 effect from stock-based arrangements










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



335,993Net income






















8,630



8,630Change in fair value of interest rate swap agreements














16,274











16,274Total comprehensive income


























24,904Exercise of stock options and issuance of restricted shares


659



6



2,232















2,238Tax effect from stock-based arrangements










(412
)














(412
)Dividends






















(24,389
)


(24,389
)Stock-based compensation expense










14,324















14,324Restricted shares remitted for tax withholding


(101
)














(1,638
)






(1,638
)Balance, December 31, 2010


58,288


$
592


$
278,726


$



$
(20,228
)

$
91,930


$
351,020    F-6




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2010


2009


2008(Amounts in thousands)Cash Flows from Operating Activities:Net income (loss)

$
8,630


$
(4,667
)

$
(130,672
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


109,070



107,005



105,895Amortization of debt issuance costs and debt discounts


10,203



7,876



1,922Stock-based compensation expense


14,324



12,875



10,618Loss on early retirement of debt






5,365



Net change in deferred compensation liability


1,938



(1,795
)


(2,730
)Impairment loss on goodwill


21,438



111,700



130,300Impairment loss on other intangible assets


34,791







184,200Impairment loss on fixed assets


224



3,929



1,031Net loss on disposition of assets


255



411



683Net change in deferred income taxes


2,894



(18,846
)


(106,928
)Excess tax benefit from stock option exercises






(910
)


(172
)Net change in fair value of swap agreements


1,015



(523
)


(492
)Changes in operating assets and liabilities:Restricted cash


500







Accounts receivable, net


657



4,587



(4,523
)Income tax refunds receivable


14,109



(17,404
)


13,539Inventories


577



191



(497
)Prepaid expenses


645



(5,183
)


4,472Accounts payable


(6,636
)


2,774



6,511Income taxes payable






(2,653
)


3,735Accrued liabilities


4,193



15,450



22,609Net cash provided by operating activities


218,827



220,182



239,501Cash Flows from Investing Activities:Capital expenditures


(58,396
)


(136,615
)


(241,826
)(Decrease) increase in construction contracts payable


(6,489
)


(28,375
)


5,882Proceeds from sale of assets


405



527



1,222Increase in deposits and other non-current assets


(5,526
)


(8,478
)


(15,102
)Net cash used in investing activities


(70,006
)


(172,941
)


(249,824
)Cash Flows from Financing Activities:Debt borrowings


12,000



671,485



86,015Principal payments of debt


(161,794
)


(644,594
)


(83,467
)Cash dividends paid


(24,389
)


(24,195
)


(18,015
)Proceeds from stock option exercises


2,238



2,140



891Purchases of treasury stock


(1,638
)


(871
)


(45
)Tax effect from stock-based arrangements


(412
)


910



172Debt issuance costs


(133
)


(29,349
)


Net cash used in financing activities


(174,128
)


(24,474
)


(14,449
)Net (Decrease) Increase in Cash and Cash Equivalents


(25,307
)


22,767



(24,772
)Cash and Cash Equivalents  Beginning of Year


96,493



73,726



98,498Cash and Cash Equivalents  End of Year

$
71,186


$
96,493


$
73,726Supplemental Cash Flow Disclosures:Cash paid for interest, net of amounts capitalized

$
118,149


$
95,066


$
66,618Cash (received) paid for federal and state income taxes (net of
    refunds received)

$
(3,144
)

$
36,958


$
10,840    F-7




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    Basis of presentation
      Note 2 
    Summary of significant accounting policies
  Use of
    estimates
    Cash
    and cash equivalents
    Restricted
    cash
   F-8




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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-9




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Goodwill
    and other intangible assets
          Debt
    issuance costs
    Derivative
    instruments and hedging activities
   F-10




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    recognition
      Years Ended December 31,2010


2009


2008(Amounts in thousands)Food and beverage

$
50,276


$
50,003


$
62,902Rooms


11,669



12,681



12,148Entertainment


2,517



3,026



3,328Other


2,469



3,632



4,508$
66,931


$
69,342


$
82,886   Guest
    Rewards Programs
  12-month
  Cash,
    Hotel and Food Coupons
    Advertising
   F-11




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    taxes
    Earnings
    (loss) per share
      Years Ended December 31,2010

2009

2008(Amounts in thousands)Weighted-average number of shares outstanding-basic earnings per
    share


58,025



57,543



57,191Dilutive effect of stock options


793







Weighted-average number of shares outstanding-diluted earnings
    per share


58,818



57,543



57,191     Accounting
    for stock-based compensation
    Recent
    accounting pronouncements
  ASU
    No. 2010-16,
    Entertainment-Casinos (Topic 924): Accruals for Casino
    Jackpot Liabilities
  No. 2010-16, Entertainment-Casinos (Topic 924): Accruals for Casino
    Jackpot Liabilities
 F-12




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 3 
    Missouri Development District receivables
      Note 4 
    Accrued liabilities
    2010


2009(Amounts in thousands)Compensation and related benefits

$
57,120


$
50,314Taxes other than state and federal income taxes


27,878



27,141Progressive slot machine and related accruals


13,094



11,161Players club rewards


13,882



11,418Interest


11,190



18,054Interest rate swap liability






15,259Marketing and other accruals


13,181



14,064$
136,345


$
147,411  F-13




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Federal and state income taxes
    Years Ended December 31,2010


2009


2008(Amounts in thousands)Current:Federal

$
2,340


$
(4,908
)

$
4,975State


7,795



10,322



10,005Total current


10,135



5,414



14,980Deferred:Federal


1,640



(4,193
)


(80,792
)State


(849
)


(3,927
)


(15,590
)Total deferred


791



(8,120
)


(96,382
)Federal benefit applied to reduce goodwill


1,204



1,204



1,204Total

$
12,130


$
(1,502
)

$
(80,198
)     Years Ended December 31,2010


2009


2008Federal statutory rate


35.0
%


35.0
%


35.0
%State income tax expense, net of federal benefit


19.7



(45.1
)


4.6Change in uncertain tax provisions


0.2



32.2



0.2Nondeductible expenses for tax purposes


6.8



(17.8
)


(2.1
)Tax credits


(3.8
)


15.7



0.4Other


0.5



4.3



(0.1
)58.4
%


24.3
%


38.0
%  F-14




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009(Amounts in thousands)Deferred income tax assets:Goodwill amortization

$
135,572


$
127,924Net operating loss carryforwards


10,893



12,011Deferred compensation


9,009



7,852Accrued expenses


9,481



9,545Stock-based compensation


13,961



12,776Accrued vacation


2,242



2,272Other


1,961



2,379Total deferred income tax assets


183,119



174,759Deferred income tax liabilities:Property and equipment


(148,335
)


(138,118
)Prepaid insurance


(1,662
)


(1,838
)Total deferred income tax liabilities


(149,997
)


(139,956
)Net deferred income tax assets

$
33,122


$
34,803       Years Ended December 31,2010


2009(Amounts in thousands)Balance at beginning of year

$
5,067


$
16,089Increases for tax positions of the current year


564



570Increases for tax positions of prior years






127Decreases for tax positions of prior years


(34
)


(34
)Lapses of applicable statute of limitations


(683
)


(11,685
)Balance at end of year

$
4,914


$
5,067  F-15




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 6 
    Long-term debt
    December 31,2010


2009(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, 2010 and 2009); $12.0 million quarterly
    commitment reductions from December 31, 2010 through
    June 30, 2012 with remaining balance of loans due
    August 10, 2012

$
510,000


$
655,000Term loan facility, at variable interest (3.5% at
    December 31, 2010 and 2009); $1.0 million principal
    payments due quarterly through September 30, 2011;
    $94.2 million principal payments due quarterly from
    December 31, 2011 through June 30, 2012 with remaining
    balance of $94.3 million due November 10, 2012


380,000



384,000Senior notes, unsecured, 9.25% fixed interest, payable
    semi-annually on June 1 and December 1, principal due
    June 1, 2014 (net of $10,315 and $12,779 discount at
    December 31, 2010 and 2009, respectively)


639,685



637,221Other


113



9071,529,798



1,677,128Less: Current maturities


(97,247
)


(135,389
)$
1,432,551


$
1,541,739  F-16




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year

Maturities2011

$
97,2472012


792,7652013


52014


650,0072015


6Thereafter


831,540,113Debt discount


(10,315
)Long-term debt, including current portion

$
1,529,798   Credit
    facility
        12-month
   F-17




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Senior
    unsecured notes
  1 4
   F-18




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Debt
    issuance costs
    Note 7 
    Derivative instruments and hedging activities
       F-19




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 8 
    Fair value measurements
    Level 1:
  Level 2:
  Level 3:
    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

$



$
18,199


$
Liabilities:Deferred compensation plan liabilities

$



$
15,668


$
     Fair
    value of long-term debt
   F-20




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Leases
  Operating
    leases
    Year

Payments2011

$
4,0582012


3,4692013


8822014


4692015


140Thereafter


$
9,018   Note 10 
    Benefit plans
  401(k)
    plan
    Health
    benefit plan
    Deferred
    compensation plan
  dollar-for-dollar
 F-21




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 11 
    Stock-based
    compensation      Stock
    options
  10-year
 F-22




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseOptions


Price


Options


Price


Options


Price(Amounts in





(Amounts in





(Amounts inthousands)





thousands)





thousands)Outstanding at beginning of year

$
5,090


$
20.40


$
5,271


$
20.37


$
5,632


$
21.91Granted


664



15.70



690



18.02



769



12.81Exercised


(265
)


8.43



(274
)


7.80



(98
)


8.77Forfeited or expired


(639
)


20.32



(597
)


23.13



(1,032
)


24.27Outstanding at end of year


4,850


$
20.46



5,090


$
20.40



5,271


$
20.37Options exercisable at end of year


3,286


$
21.59



3,309


$
20.31



3,099


$
19.17   in-the-money
       F-23




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##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010

2009

2008Weighted-average fair value per share of options granted
    during the year

$
5.73


$
7.28


$
4.05Weighted-average assumptions:Expected stock price volatility


51.5
%


57.8
%


50.4
%Risk-free interest rate


1.5
%


2.3
%


2.9
%Expected option life (years)


4.6



4.5



4.2Expected annual dividend yield


2.4
%


2.6
%


3.0
%     Weighted-AverageExercise PriceShares

(per Share)(Amounts inthousands)Unvested at January 1, 2010


1,780


$
20.57Granted


664



15.70Vested


(697
)


22.17Forfeited


(183
)


19.01Unvested at December 31, 2010


1,564


$
18.08   Restricted
    stock units
      Weighted-Average GrantDate Fair ValueUnits

(per Unit)(Amounts inthousands)Unvested at January 1, 2010


1,453


$
17.34Granted


800



15.65Vested


(394
)


17.49Forfeited


(161
)


16.29Unvested at December 31, 2010


1,698


$
16.61  F-24




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##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12 
    Stock repurchases
    Note 13 
    Goodwill and other intangible assets
    Amortization/





Net CarryingWeighted-Average


Gross Carrying


Purchase Price





Amount atUseful Lives


Amount


Adjustments


Impairments


December 31, 2010(Amounts in thousands)Goodwill:Ameristar East Chicago acquisition


Indefinite


$
262,247


$
1,193


$
(263,440
)

$
Missouri properties acquisition


Indefinite



86,435



(14,263
)






72,172Other


Indefinite



5











5348,687



(13,070
)


(263,440
)


72,177Other Intangible Assets:Ameristar East Chicago gaming license


Indefinite



231,400







(218,800
)


12,600Ameristar East Chicago trade name and customer list


2.1 years



1,630



(1,630
)






Ameristar St. Charles HOME nightclub service mark license


3.6 years



300



(109
)


(191
)


233,330



(1,739
)


(218,991
)


12,600$
582,017


$
(14,809
)

$
(482,431
)

$
84,777    F-25




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                  Note 14 
    Commitments and contingencies
  St. Charles Hotel Project Construction
    Litigation.
 F-26




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    agreed-upon
          East Chicago Local Development Agreement
    Litigation.
   F-27




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-28




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Self-Insurance Reserves.
  Guarantees.
   F-29




---



##### Table of Contents



AMERISTAR
    CASINOS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15 
    Selected quarterly financial results 
    (Unaudited)
    For the Fiscal Quarters EndedMarch 31,

June 30,

September 30,

December 31,2010

2010(3)

2010

2010

Total(Amounts in thousands, except per share data)Net revenues(1)

$
302,619


$
293,004


$
299,567


$
294,093


$
1,189,282Income (loss) from operations


52,751



(5,998
)


48,713



44,612



140,078Income (loss) before income tax provision (benefit)(1)


18,844



(40,667
)


21,718



20,866



20,760Net income (loss)(1)


10,678



(24,892
)


11,924



10,921



8,630Basic earnings (loss) per share(2)

$
0.18


$
(0.43
)

$
0.20


$
0.19


$
0.15Diluted earnings (loss) per share(2)

$
0.18


$
(0.43
)

$
0.20


$
0.18


$
0.15   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


$
1,215,445Income (loss) from operations


69,301



55,578



50,694



(72,049
)


103,524Income (loss) before income tax provision (benefit)


52,084



25,919



21,652



(105,824
)


(6,169
)Net income (loss)


29,900



14,280



14,462



(63,309
)


(4,667
)Basic earnings (loss) per share

$
0.52


$
0.25


$
0.25


$
(1.10
)

$
(0.08
)Diluted earnings (loss) per share

$
0.52


$
0.25


$
0.25


$
(1.10
)

$
(0.08
)     (1)
    
    The sum of the amounts for the four quarters does not equal the
    total for the year due to rounding.(2)
    
    Because earnings (loss) 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 earnings (loss) per share amounts for the year.(3)
    
    As discussed in Note 13  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 charges recorded
    in the second quarter of 2010 was $56.0 million. This
    charge adversely impacted diluted earnings per share by $0.56.
    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. F-30