Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the Registrant was ~~$1.3~~$3.0 billion at June ~~30, 2017~~28, 2019 based upon the closing price for the shares of ERI’s common stock as reported by The Nasdaq Stock Market.

As of February ~~23, 2018,~~24, 2020, there were ~~77,241,115~~77,796,891 outstanding shares of the Registrant’s Common ~~Stock.~~Stock, net of treasury shares.

Portions of the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A in connection with the Registrant’s Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report. Such Proxy Statement will be filed with the Commission not later than 120 days after the conclusion of the Registrant’s fiscal year ended December 31, ~~2017.~~2019.

Eldorado Resorts, Inc., a Nevada corporation, is referred to as the “Company,” “ERI,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.”

We are a geographically diversified gaming and hospitality company ~~owning and operating 20~~with 23 gaming facilities in ~~ten states.~~11 states as of December 31, 2019. Our properties, which are located in Ohio, Louisiana, Nevada, ~~Pennsylvania, West Virginia,~~New Jersey, Colorado, Florida, Iowa, Mississippi, Illinois, Indiana and Missouri, feature approximately ~~21,000~~23,900 slot machines and video lottery terminals (“VLTs”), and e-tables, approximately ~~600~~660 table games and ~~over 7,000~~approximately 11,300 hotel rooms. Our primary source of revenue is generated by gaming operations, and we utilize our hotels, restaurants, bars, entertainment, racing, sportsbooks, retail shops and other services to attract customers to our properties.

We were founded in 1973 by the Carano ~~Family~~family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International ~~on the~~to build Silver Legacy Resort Casino (“Silver Legacy”), the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we ~~acquired~~purchased a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, we merged with MTR Gaming Group, Inc. ~~(“MTR Merger”)~~ and acquired its three gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, we acquired Circus Circus Reno (“Circus Reno”) and the 50% membership interest in the Silver Legacy that was owned by MGM Resorts ~~International (the “Circus Reno/Silver Legacy Purchase” or the “Reno Acquisition”).~~

International. On May 1, 2017, we completed our ~~most recent – and largest -~~ acquisition ~~to date when we acquired~~of Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding ~~another~~ 13 gaming properties to our portfolio (the “Isle Acquisition” or). On August 7, 2018, we acquired the ~~“Isle Merger”~~Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) (“Elgin Acquisition”).

~~As of December 31, 2017,~~ On October 1, 2018, we ~~owned and operated approximately 950,000 square feet of casino space with approximately 21,000 slot machines and VLTs, approximately 600 table and poker games and over 7,000 hotel rooms.~~

~~We view each operating property as an operating unit. Prior to~~completed our acquisition of ~~Isle, we aggregated our~~Tropicana Entertainment, Inc. (“Tropicana”), adding seven properties into three reportable business segments: (i) Nevada, (ii) Louisiana and (iii) Eastern. Following our acquisition of Isle, we aggregated our properties into four reportable business segments: (i) West, (ii) Midwest, (iii) South and (iv) East. For further financial information related to our ~~segments~~portfolio (the “Tropicana Acquisition”).

On January 11, 2019 and March 8, 2019, respectively, we completed our sales of Presque Isle Downs & Casino (“Presque”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania. On December 6, 2019 we completed our sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in West Virginia and Cape Girardeau and Caruthersville are located in Missouri.

On June 24, 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and ~~for~~as it may be further amended from time to time, the ~~three years ended December 31, 2017, see Note~~“Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of the Company will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of the Company (“the Merger”). In connection with the execution of the Merger Agreement, the Company also entered into a Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to which, among other things, the Company has agreed to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA. Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including anti-trust and regulatory approvals. The Company expects that the Merger will be consummated in the first half of 2020.

On July 10, 2019, we entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to be consummated in the first half of 2020.

On January 13, 2020, we entered into a definitive agreement to sell Eldorado Resort Casino Shreveport.The definitive agreement provides that the consummation of the sale is subject to receipt of required regulatory approvals, the prior or concurrent closing of the Merger and other customary conditions. The transaction is expected to be consummated in 2020.

We own 18 ~~Segment Information,~~of our casinos and five of our casinos are subject to ~~our consolidated financial statements presented~~a master lease with GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc. (“GLPI”), that we entered into in ~~Part IV, Item 15.~~connection with the Tropicana Acquisition on October 1, 2018 (the “Master Lease”). (See full description under “Master Lease”).

The following table sets forth certain information regarding our properties (listed by the segment in which each ~~such~~ property is reported) as of ~~and for the year ended~~ December 31, ~~2017:~~2019:

	Year Opened	Year Acquired	Slot Machines and VLTs		Table and Poker Games		Hotel Rooms		Restaurants		Bars		Casino Sq. Footage		Hotel Occupancy (1)			Average Daily Rate (1)			Year Acquired	State	Sportsbook/Live Racing	Slot Machines, VLTs and e-Tables		Table and Poker Games		Hotel Rooms		Approximate Casino Square Footage
West Region:
Eldorado Reno	1973	N/A		1,125		46		814		10		18		71,500		73.7	%	$		100.55	N/A	Nevada	Sportsbook		1,000		36		814		71,500
Silver Legacy	1995	2015		1,187		76		1,711		7		14		92,400		61.2	%	$		101.00	2015	Nevada	Sportsbook		983		61		1,685		90,100
Circus Reno	1978	2015		712		24		1,571		7		4		65,515		54.2	%	$		82.72	2015	Nevada	Sportsbook		579		6		669		63,100
Isle Black Hawk (2)	1998	2017		1,026		36		402		3		2		27,811		85.0	%	$		61.99
Lady Luck Black Hawk (2)	2003	2017		452		15	N/A			2		2		17,614	N/A			$	N/A
MontBleu																					2018	Nevada	Sportsbook		418		17		438		45,000
Tropicana Laughlin																					2018	Nevada	Sportsbook		921		12		1,487		43,700
Isle Black Hawk																					2017	Colorado	N/A		904		36		240		28,900
Lady Luck Black Hawk																					2017	Colorado	N/A		410		7		164		14,900
Midwest Region:
Waterloo	2007	2017		940		25		194		3		1		40,286		71.6	%	$		66.56	2017	Iowa	Sportsbook		905		22		194		37,400
Bettendorf	2000	2017		978		20		509		3		1		36,659		56.1	%	$		59.20	2017	Iowa	Sportsbook		917		14		509		35,500
Boonville	2001	2017		893		20		140		3		1		28,000		83.4	%	$		69.50	2017	Missouri	N/A		857		21		140		26,000
Cape Girardeau	2012	2017		872		24	N/A			4		2		41,536	N/A				N/A
Caruthersville	2007	2017		516		9	N/A			2		1		23,816	N/A				N/A
Kansas City(1)	2000	2017		966		18	N/A			4		1		39,788	N/A				N/A		2017	Missouri	N/A		887		13	N/A			39,800
South Region:
Pompano	1995	2017		1,455		45	N/A			6		4		45,000	N/A				N/A		2017	Florida	Live Racing		1,453		41	N/A			45,000
Eldorado Shreveport(1)	2000	2005		1,397		60		403		4		2		59,000		81.7	%	$		67.02	2005	Louisiana	N/A		1,406		54		403		80,600
Lake Charles																					2017	Louisiana	N/A		1,181		47		493		26,200
Baton Rouge																					2018	Louisiana	N/A		756		10		288		28,500
Lula	2000	2017		875		20		486		3		2		56,985		24.7	%	$		37.59	2017	Mississippi	Sportsbook		861		17		486		57,000
Vicksburg	1993	2017		616		9		89		3		1		25,000		45.9	%	$		62.38
Lake Charles	1995	2017		1,173		47		493		3		1		26,248		71.4	%	$		62.43
Vicksburg (1)																					2017	Mississippi	Sportsbook		577	N/A			89		25,000
Greenville																					2018	Mississippi	Sportsbook		594		4		40		22,800
East Region:
Presque Isle Downs	2007	2014		1,593		40	N/A			5		4		59,355	N/A				N/A
Nemacolin	2013	2017		600		28	N/A			1		1		31,000	N/A				N/A
Scioto Downs	2012	2014		2,245	N/A		N/A			6		8		83,000	N/A				N/A		2014	Ohio	Live Racing		2,409	N/A		N/A			142,000
Mountaineer	1992	2014		1,508		36		357		5		7		79,380		73.1	%	$		49.34
Trop AC																					2018	New Jersey	Sportsbook		2,330		124		2,364		121,900
Central Region:
Elgin																					2018	Illinois	N/A		1,088		30	N/A			36,700
Lumière																					2018	Missouri	N/A		1,371		46		494		75,000
Evansville																					2018	Indiana	Sportsbook		1,130		41		338		46,300
Total																									23,937		659		11,335		1,202,900

The West segment consists of ~~five~~seven properties ~~that are located~~ in Nevada and Colorado. Three of the properties are located in Reno, Nevada and two are located in Black Hawk, Colorado. Reno is located at the base of the Sierra Nevada Mountains along Interstate 80, approximately 135 miles east of Sacramento, California and 225 miles east of San Francisco, California. Reno, along with nearby Lake Tahoe, is a destination market that attracts year-round visitation by offering gaming, numerous summer and winter recreational activities and popular special events. The Eldorado Reno, Silver Legacy and Circus Reno properties (the “Reno Tri-Properties”) are connected in a “seamless” manner by enclosed, climate controlled skywalks. We believe that the centralized location and critical mass of these three properties, together with the ease of access between the facilities, provide significant advantages over the freestanding hotel/casinos in the Reno market. Of the 31 casinos currently operating in the Reno market, we believe we compete principally with four other hotel‑casinos that each generate at least $36 million in annual gaming revenues. We also compete with Native American tribes, including casinos located in northern California, which we consider to be a significant target market.

Black Hawk is located approximately 40 miles east of the Denver, Colorado metropolitan area which serves as Black Hawk’s primary feeder market. Our two Black Hawk properties are connected via sky bridges. When casinos having multiple gaming licenses in the same building are combined, the Black Hawk/Central City market consists of 21 gaming facilities (five of which have more than 500 slot machines).

Eldorado Resort Casino Reno (“Eldorado Reno”) is a premier hotel, casino and entertainment facility. The interior of the hotel is designed to create a European ambiance where hotel guests enjoy panoramic views of Reno’s skyline and the majestic Sierra Nevada mountain range. Eldorado Reno is centrally located in downtown Reno, Nevada. Eldorado Reno includes a casino, a race and sportsbook, 11 restaurants, a showroom, VIP room, retail shops, convention center and an outdoor plaza located diagonal to Eldorado Reno which hosts a variety of special events. Eldorado Reno is connected with our other two Reno properties, Silver Legacy and Circus Reno, in a “seamless” manner by enclosed climate controlled skywalks (branded as “THE ROW”). THE ROW draws from residents of the Reno area as well as tourist visitation from northern California and the Pacific Northwest.

Reno (“Silver ~~Legacy~~Legacy”) is the tallest building in northern Nevada consisting of ~~37-, 34-~~37, 34 and 31-floor tiers. Silver Legacy’s opulent interior showcases a casino built around Sam Fairchild’s 120-foot tall mining rig, which appears to mine for silver. The rig is situated beneath a 180-foot diameter dome, which is a distinctive landmark on the Reno skyline. The Silver Legacy is centrally located in downtown Reno, Nevada and offers ~~retail shops, exercise~~a casino, a race and sportsbook, six restaurants, including Ruth’s Chris Steak House, a 21,000 square-foot spa ~~facilities, a salon and~~which opened in the fourth quarter of 2018, an outdoor swimming pool and ~~sundeck.~~sundeck and retail shops.

Circus Circus Reno (“Circus Reno”) is an iconic, circus‑themed hotel‑casino and entertainment complex with two hotel ~~towers, and features a midway with 157 games, live circus acts, an arcade and a full service wedding chapel.~~towers. It is conveniently located as the first casino directly off Interstate 80 when entering downtown Reno, Nevada. Circus Reno offers a casino, a race and sportsbook, eight dining venues including a food court, a midway featuring over 150 games, live circus acts and an arcade.

Isle Casino Hotel-Black Hawk (“Isle Black Hawk”) is one of the first gaming facilities reached by customers arriving from Denver via Highway 119, the main thoroughfare connecting Denver to Black Hawk. Black Hawk is located approximately 40 miles west of the Denver, Colorado metropolitan area which serves as Isle Black Hawk’s primary feeder market. The property includes a ~~land-based~~ casino, ~~and also has~~hotel, three restaurants, approximately 5,000 square feet of ~~flex~~flexible space that can be used for meetings and special ~~events.~~events and an attached parking garage. Isle Black Hawk is connected to our Lady Luck Casino-Black Hawk property via sky bridges.

Lady Luck Casino-Black Hawk (“Lady Luck Black Hawk”) is located across the intersection of Main Street and Mill Street from the Isle ~~Casino Hotel-Black~~Black Hawk. The property consists of a ~~land-based~~ casino, ~~and also has~~hotel, a restaurant, approximately 2,250 square feet of ~~flex~~flexible space that can be used for meetings and special ~~events.~~events, along with numerous surface parking spaces. Lady Luck Black Hawk is connected to our Isle Casino Hotel-Black Hawk property via sky bridges. The Denver, Colorado metropolitan area also serves as Lady Luck Black Hawk’s primary feeder market.

Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") is located on an approximately 31-acre site on Casino Drive, Laughlin, Nevada's principal thoroughfare. Amenities include a race and sportsbook, a hotel, a heated outdoor swimming pool, seven restaurants, an entertainment lounge with live music, a premium lounge for high-end players, an 800-seat multi-purpose showroom and concert hall, meeting and convention space, retail stores, an arcade and a covered parking structure. Tropicana Laughlin primarily draws customers from southern California and Arizona.

MontBleu Casino Resort & Spa (“MontBleu”) is situated on approximately 21 acres in South Lake Tahoe, Nevada surrounded by the Sierra Nevada Mountains. In addition to the casino, the property offers a race and sportsbook, a hotel, three restaurants and various non-gaming amenities, including retail shops, two nightclubs, a 1,300-seat showroom, approximately 14,000 square feet of meeting and convention space, a parking garage, a full-service health spa and workout area, an indoor heated lagoon-style pool with whirlpool and a 110-seat wedding chapel. MontBleu’s primary feeder markets include Northern California, the Reno area and the Pacific Northwest.

The Midwest segment consists of ~~six~~four properties, ~~four of which are~~including two dockside casinos in Iowa and two land-based casinos in Missouri.

~~Our Waterloo, Iowa property is located~~ adjacent to Highway 218 and US 20. The property consists of a single-level land-based casino including a race and sportsbook and offers a wide variety of non-gaming ~~amenities. Our~~amenities including a hotel and three restaurants. Waterloo primarily draws customers from within a twenty-five-mile radius of the property. The property ~~is the only gaming facility in the Waterloo, Iowa market. We compete with other casinos in eastern~~also attracts customers from Cedar Rapids and Mason City, Iowa.

~~Our~~Isle Casino Bettendorf ~~property~~(“Bettendorf”) is located in Iowa off Interstate 74, an interstate highway serving the Quad Cities metropolitan area, which consists of Bettendorf and Davenport, Iowa and Moline and Rock Island, Illinois. ~~The property currently~~Bettendorf consists of a land-based casino, ~~includes~~a race and sportsbook, three dining venues, two hotel towers and ~~offers~~ 40,000 square feet of ~~flexible convention/~~convention and banquet space. The Quad Cities metropolitan area currently has three gaming operations, including our gaming ~~facility.~~facility, and is the main feeder market for Bettendorf.

~~Our~~Isle of Capri Casino Boonville ~~property~~(“Boonville”) is located in Missouri three miles off Interstate 70, approximately halfway between Kansas City and St. Louis. It is the only gaming facility in central Missouri. The property consists of a single level dockside casino, two dining venues and offers a 32,400 square foot pavilion and entertainment ~~center and is the only gaming facility in central Missouri. We believe that our~~center. Boonville ~~casino~~ attracts customers primarily from the Columbia and Jefferson City areas.

~~Our Cape Girardeau property is located three and a half miles from Interstate 55 in Southeast Missouri, approximately 120 miles south~~Isle of ~~St. Louis, Missouri. The property~~Capri Kansas City (“Kansas City”) consists of a dockside casino and offers a pavilion and entertainment center with a wide variety of non-gaming amenities, including an events center, and overlooks the Mississippi river. Our Cape Girardeau property is the only gaming facility in the Cape Girardeau, Missouri market and primarily competes with other gaming operations in Southwest Illinois and Southeast Missouri.

Our Caruthersville property is a riverboat casino located along the Mississippi River in Southeast Missouri. The property consists of a dockside casino, 40,000 square foot pavilion and also includes a 28-space RV Park. Our casino in Cape Girardeau is located approximately 85 miles north of our Caruthersville casino.

~~Our Kansas City property consists of a dockside casino and~~two dining venues. It is the closest gaming facility to downtown Kansas City, Missouri. ~~We believe that our~~ Kansas City ~~casino~~ attracts customers primarily from the Kansas City metropolitan area. ~~The Kansas City market consists of four dockside gaming facilities, a land-based facility and a Native American casino.~~

The South segment consists of ~~five~~seven properties, ~~four of which are~~including five dockside casinos in Louisiana and Mississippi, one land-based casino in Mississippi and one racino in Florida.

Isle Casino Racing Pompano Park (“Pompano”), a casino and harness racing track located in Pompano Beach, Florida, is located off Interstate 95 and the Florida Turnpike on a 223-acre owned site, near Fort Lauderdale, midway between Miami and West Palm Beach. Pompano ~~Park~~offers four dining venues and is the only racetrack licensed to conduct harness racing in Florida. ~~We compete~~In April 2018, we announced the formation of a joint venture with ~~seven other pari-mutuels~~the Cordish Companies (“Cordish”) to master plan and ~~three Native American gaming facilities in~~develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the ~~market.~~casino and racetrack. Pompano primarily attracts customers from within a 25-mile radius of the property.

Eldorado Resort Casino Shreveport (“Eldorado Shreveport”) is a premier resort with a tri-level riverboat casino and an all-suite art deco-style hotel located in Shreveport, Louisiana adjacent to Interstate 20, a major highway that connects the Shreveport market with the attractive feeder markets of East Texas and Dallas/Fort Worth, Texas. ~~There are currently six casinos~~The property offers five restaurants, including a gourmet steakhouse, and a ~~racino operating in~~380-seat grand ballroom. The principal target markets for Eldorado Shreveport are patrons from the ~~Shreveport/Bossier City market.~~Dallas/Fort Worth Metroplex and East Texas, which provides access to a large customer base within approximately 200 miles of Shreveport.

~~Our~~Isle of Capri Casino Lula ~~property~~(“Lula”) is located off of Highway 49, the only road crossing the Mississippi River between Mississippi and Arkansas for more than 50 miles in either direction. ~~The property~~Lula consists of two dockside casinos, a race and ~~offers~~sportsbook, two land-based hotels, three dining venues, two sportsbook terminals and a land-based pavilion and entertainment center. ~~Our~~ Lula ~~property is the only gaming facility in Coahoma County, Mississippi and~~ draws a significant amount of business from the Little Rock, Arkansas metropolitan area, which is located approximately 120 miles west of the property. ~~Coahoma County~~Lula is also located approximately 60 miles southwest of Memphis, Tennessee. ~~Lula competes with Native American casinos in Oklahoma and racinos in West Memphis, Arkansas and Hot Springs, Arkansas.~~

~~Our~~Lady Luck Vicksburg ~~property~~(“Vicksburg”) is located off Interstate 20 and Highway 61 in western Mississippi, approximately 50 miles west of Jackson, Mississippi, and consists of a dockside casino, a race and sportsbook, hotel and four dining venues. Vicksburg’s customers are drawn primarily from within a ~~hotel. The Vicksburg market consists~~60-mile radius of ~~five dockside casinos.~~the property.

~~Our~~Isle of Capri Casino Hotel Lake Charles ~~property~~(“Lake Charles”) is located on a 19-acre site along Interstate 10, the main thoroughfare connecting Houston, Texas to Lake Charles, Louisiana. Lake Charles offers a dockside casino, three dining venues and a 14,750 square foot entertainment center comprised of a 1,142-seat special events center designed for concerts, banquets and other events, meeting facilities and administrative offices. Lake Charles is the closest gaming market to the Houston metropolitan area, which is located approximately 140 miles west of Lake Charles. ~~The~~ Lake Charles market consists of three dockside gaming facilities, a Native American casino and a pari-mutuel facility/racino. In addition, a Native American electronic bingo hall opened approximately 100 miles north of Houston. We believe our Lake Charles property attracts customers primarily from southeast Texas and from local residents.

Trop Casino Greenville (“Greenville”), located in Greenville, Mississippi, is a land-based gaming facility with slot machines and table games, a race and sportsbook, two restaurants, a bar and 734 onsite parking spaces. The property also leases and operates the Greenville Inn & Suites, located less than a mile from the casino, and offers free shuttle service between the hotel and casino. The property draws customers primarily from the local market and, to some extent, from the Little Rock, Vicksburg and Tunica markets.

Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) is a dockside riverboat situated on approximately 23 acres on the Mississippi River in the downtown historic district of Baton Rouge, Louisiana. Amenities include a hotel, 25,000 square feet of meeting space, an outdoor pool, three dining venues and an entertainment venue inside a 56,000-square-foot glass atrium. The majority of Baton Rouge’s customers are drawn from within a 50-mile radius of the property.

The East segment consists of ~~four~~two properties, ~~three of which are racinos,~~including a racino located in ~~Pennsylvania,~~ Ohio ~~and West Virginia.~~

Presque Isle Downs is a casino and live thoroughbred horse racing facility located along Interstate 90 in Erie, Pennsylvania. The property offers live thoroughbred horse racing conducted from May through September and on‑site pari‑mutuel wagering and thoroughbred and harness racing simulcast from other prominent tracks, as well as wagering on Presque Isle Downs’ races. Presque Isle Downs’ market is comprised of nine casinos, including Mountaineer, in West Virginia, Ohio and Pennsylvania.

Lady Luck Nemacolin is a casino located on the 2,000 acre Nemacolin Woodlands Resort in Western Pennsylvania. Our Nemacolin property is the only casino in Fayette County, Pennsylvania. The closest competing casino to Nemacolin is approximately 60 miles away. The Nemacolin facility competes primarily with a casino and a racino in the Pittsburgh, Pennsylvania area and a casino in ~~Rocky Gap, Maryland.~~New Jersey.

Eldorado Gaming Scioto Downs (“Scioto Downs”) is a modern “racino” located in the heart of ~~Central~~central Ohio, off Highway 23/South High Street, approximately eight miles from downtown ~~Columbus and~~Columbus. Scioto Downs is one of only two licensed gaming facilities in the Columbus area. ~~The~~ Scioto Downs racino ~~also~~ offers live standard bred harness horse racing conducted from May through mid‑September and on‑site pari‑mutuel wagering and thoroughbred, harness and greyhound racing simulcast from other prominent tracks, as well as wagering on Scioto Downs’ races.

~~In addition,~~ Scioto Downs ~~through its subsidiary RacelineBet, Inc.,~~ also ~~operates Racelinebet.com,~~offers three dining venues and a ~~national account wagering service that offers online~~118-room third party hotel connected to the casino. Scioto Downs attracts customers primarily from the greater Columbus area.

Tropicana Casino and Resort, Atlantic City (“Trop AC”) is situated on ~~horse races as~~approximately 15 acres with approximately 660 feet of ocean frontage in Atlantic City, New Jersey. Located within driving distance from the densely populated New York-to-Washington D.C. corridor, the Atlantic City market typically attracts day-trip and overnight customers from within a ~~marketing affiliate~~300-mile radius. Trop AC is one of ~~TwinSpires.com,~~the larger properties in Atlantic City featuring four hotel towers and the adjacent Chelsea Hotel in addition to approximately 121,900 square feet of gaming space and a race and sportsbook. The property also features The Quarter, a Havana-themed, Las Vegas-style, approximately 200,000 square-foot indoor entertainment and retail center, 25 restaurants, nightclubs, shops and an ~~affiliate~~IMAX theatre. Other amenities include a 2,000-seat showroom, an up-scale Disco themed nightclub, a full-service spa and salon, a health club and indoor pool, a beach and pool bar and approximately 99,000 square feet of ~~Churchill Downs, Inc.~~meeting and convention space.

~~Mountaineer~~The Central segment consists of three properties located in Indiana, Illinois and Missouri.

Tropicana Evansville (“Evansville”) is a large casino hotel ~~casino,~~and entertainment and live thoroughbred horse racing facility located on the Ohio River at the northern tip of West Virginia’s northwestern panhandle, approximately thirty miles from the Pittsburgh International Airportcomplex and a ~~one‑hour drive from downtown Pittsburgh. Mountaineer is a diverse gaming, entertainment~~popular attraction in Evansville, the third largest city in the state of Indiana. The property serves customers in the tri-state region of southern Indiana, southeastern Illinois and convention complex offering live thoroughbred horse racing conducted from March through December and on‑site pari‑mutuel wagering and thoroughbred, harness and greyhound racing simulcast from other prominent tracks,western Kentucky, as well as ~~wagering~~the Nashville, Tennessee area, and is the only full-service casino within an 85-mile radius. The land-based complex, which is anchored on ~~Mountaineer’s races. Mountaineer’s market~~each end by two hotels and encompasses approximately 79,000 square feet of enclosed space, includes approximately 45,000 square feet of casino floor, four dining venues, a race and sportsbook and back of house space. The complex also includes approximately 11,000 square feet of convention space adjacent to the casino, and a Riverfront Event Center located across the street, which includes approximately 10,000 square feet of convention space overlooking the Ohio River.

Lumière Place Casino (“Lumière”) is located on approximately 20 acres in historic downtown St. Louis, Missouri near business and entertainment districts and overlooks the Mississippi River. Its location provides significant foot traffic from nearby venues including The Dome at America's Center, a multi-purpose stadium and convention center which is connected to Lumière via a pedestrian tunnel, the Gateway Arch and Busch Stadium. In addition to the casino, the Lumière complex includes the all-suites HoteLumière, the luxury Four Seasons Hotel St. Louis, three full service restaurants, retail shops, indoor pool and fitness center, full service spa and 28,000 square feet of meeting and convention space.

The Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) is located in Elgin, Illinois approximately 40 miles west of downtown Chicago along the banks of the Fox River. The property features a dock-side casino and four dining venues. It also offers approximately 7,500 square feet of meeting, event and banquet space, a 1,450-space parking garage and additional surface parking for 600 vehicles.

The Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), easements and similar appurtenances to the land and improvements relating to the operation of the leased properties. Our properties that are currently subject to the Master Lease are Trop AC, Laughlin, Greenville, Baton Rouge and Evansville. The Master Lease provides for an initial term of fifteen years with no purchase option. At our option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial 15-year term. If we elect to renew the term of the Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease. We do not have the ability to terminate its obligations under the Master Lease prior to its expiration without GLPI’s consent. The obligations of the tenant under the Master Lease are guaranteed by ERI.

The rent payable under the Master Lease is comprised of ~~nine casinos, including Presque Isle Downs property,~~“Base Rent” and “Percentage Rent.” Base rent is the sum of:

The percentage rent payable under the Master Lease is adjusted every two years based on the actual net revenues of the leased properties during the two-year period then ended. The initial variable rent percentage, which is fixed for the first two years from the Master Lease inception, is $13.4 million per year. The actual percentage increase is based on actual performance and may change materially.

The Master Lease is commonly known as a triple net lease. Accordingly, in ~~West Virginia, Ohio~~addition to rent, we are required to pay the following, among other things: (i) lease payments to the underlying ground lessor for properties that are subject to ground leases; (ii) facility maintenance costs; (iii) all insurance premiums for insurance with respect to the leased properties and ~~Pennsylvania.~~the business conducted on the leased properties; (iv) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The foregoing summary of the Master Lease is qualified in its entirety by reference to the Master Lease, which has been filed with the Securities and Exchange Commission. Under the prior lease accounting standard, it was accounted for as a failed sale-leaseback with a financing obligation equal to the fair value of the leased real estate assets and liabilities acquired in purchase accounting. Upon adoption of ASC 842 (see Note 3), the Company re-evaluated the Master Lease and determined this existing failed sale-leaseback transaction will continue to be accounted for as a financing obligation.

We focus on customer satisfaction and delivering superior guest experiences. We seek to provide our customers with an extraordinary level of personal service and popular gaming, dining and entertainment experiences designed to exceed customer expectations in a clean, safe, friendly and fun environment. Our senior management is actively involved in the daily operations of our properties, frequently interacting with gaming, hotel and restaurant patrons to ensure that they are receiving the highest level of personal attention. Management believes that personal service is an integral part of fostering customer loyalty and generating repeat business. We continually monitor our casino operations to react to changing market conditions and customer demands. We target both premium-play and value-conscious gaming patrons with differentiated offerings at our state-of-the-art casinos, which feature the latest in game technology, innovative bonus options, dynamic signage, customer-convenient features and non-gaming amenities at a reasonable value and price point. As we acquire properties, we have the ability to connect systems and market to our new customers by offering the benefits of our One Club player loyalty program which allows players to earn and redeem rewards across our portfolio.

We are geographically diversified across the United States, with no single property accounting for more than ~~12%~~14% of our net revenues for the year ended December 31, ~~2017.~~2019. Our customer pool draws from a diversified base of both local and out-of-town patrons. We have also ~~initiated~~implemented changes to our marketing ~~strategy~~strategies to reach more potential customers through targeted direct ~~mailings~~mail, expanded electronic communications and ~~electronic marketing.~~cross-property marketing initiatives. We believe we have assembled a platform on which we can continue to grow and provide a differentiated customer experience.

Management team with deep gaming industry experience and strong local relationships

We have ~~an experienced~~a management team that includes among others, Gary Carano, our Chief Executive Officer and the Chairman of the Board, who has more than thirty years of experience in the gaming and hotel industry. Mr. Carano was the driving force behind ERI’s development and operations in Nevada and Louisiana and ERI’s acquisition of Isle of Capri, MTR Gaming and Circus Reno. In addition to Gary Carano, our senior executives ~~have~~with significant experience in the gaming and finance industries. ~~Our extensive management experience and unwavering commitment to our team members, guests and equity holders have been the primary drivers of our strategic goals and success.~~ We take pride in our reinvestment in our properties and the communities we support along with emphasizing our family-style approach ~~in an effort~~ to build loyalty among our team members and guests. We will continue to focus on the future growth and diversification of our company while maintaining our core values and striving for operational excellence.

In September 2018, we entered into a 25-year agreement, which became effective January 29, 2019, with William Hill PLC and William Hill US, its U.S. subsidiary (together, “William Hill”) pursuant to which the Company (i) granted to William Hill the right to conduct betting activities in retail channels and under the Company’s first skin and third skin for online channels with respect to the Company’s current and future properties located in the United States and the territories and possessions of the United States, including Puerto Rico and the U.S. Virgin Islands and (ii) agreed that William Hill will have the right to conduct real money online gaming activities utilizing the Company’s second skin available with respect to properties in such territories. Pursuant to the terms of the agreement, in January 2019 the Company received a 20% ownership interest in William Hill US as well as 13.4 million ordinary shares of William Hill PLC, which carry certain time restrictions on when they can be sold. Additionally, the Company receives a profit share from the operations of betting and other gaming activities associated with the Company’s properties. “Skin” in the context of this agreement refers to Eldorado’s ability to grant to William Hill an online channel that allows William Hill to operate online casino and sports gaming activities in reliance on, and utilizing the benefit of, any licenses granted to Eldorado or its subsidiaries.

In November 2018, we entered into a 20-year agreement with The Stars Group Inc. (“TSG”) pursuant to which we agreed to provide TSG with options to obtain access to our second skin for online sports wagering and third skin for real money online gaming and poker, in each case with respect to our properties in the United States. Under the terms of the agreement, we will receive a revenue share from the operation of the applicable verticals by TSG under our licenses. Pursuant to the terms of the TSG agreement, we received 1.1 million TSG common shares valued at approximately $18.6 million and an additional $5.0 million in TSG common shares became payable to us upon TSG’s exercise of its first option, which shares we received in the fourth quarter of 2019. In December 2019 we sold approximately 0.5 million of our TSG common shares at the request of William Hill and in accordance with the terms of our William Hill agreement. We may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in our markets.

In April 2018, we entered into a joint venture with Cordish Companies (“Cordish”) to master plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at our Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with our input and will submit it for our review and approval. We and Cordish have made cash contributions of $500,000 each and could be required to make additional contributions to a maximum of $2.0 million ($1.0 million per member) at the request of the managing member. We have agreed to contribute approximately 130 to 200 acres of land to the joint venture for the project. As of December 31, 2019, we have contributed approximately 23 acres to the joint venture at an approximate fair value of $6.6 million. While we hold a 50% variable interest in the joint venture, we are not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. We participate evenly with Cordish in the profits and losses of the joint venture, which is included in income (loss) from unconsolidated affiliates on the Consolidated Statements of Income.

The gaming industry is characterized by an increasingly high degree of competition and competition is intense in most of the markets in which we operate. We compete with a variety of gaming operations, including land-based casinos, dockside casinos, riverboat casinos, casinos located on racing tracks and casinos located on Native American reservations as well as other forms of legalized gaming such as video gaming terminals (VGTs) at bars, restaurants and truck stops. We also compete, to a lesser extent, with other forms of legalized gaming and entertainment such as online gambling, bingo, pull tab games, card parlors, sports books, fantasy sports websites, “cruise-to-nowhere” operations, pari-mutuel or telephonic betting on horse racing and dog racing, state-sponsored lotteries, jai-alai, and, in the future, may compete with gaming at other venues. In addition, we compete more generally with other forms of entertainment for the discretionary spending of our customers. Certain of our competitors are large gaming companies with greater name recognition and marketing and financial resources. In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes. These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment product that enable us to remain competitive.

The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. These laws, rules and regulations generally concern the responsibility, financial stability and characters of the owners, managers, and persons with financial interests in the gaming operations. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in legislatures of jurisdictions in which we have operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do not know whether or when such legislation will be enacted. Gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restriction on ownership which may be imposed by specified governmental authorities. The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.

A more detailed description of the regulations to which we are subject is contained in Exhibit 99.1 to this Annual Report on Form 10‑K, which is incorporated herein by reference.

We are required periodically to submit detailed financial and operating reports and furnish any other information about us and our subsidiaries that gaming authorities may require. We are required to maintain a current stock ledger that may be examined by gaming authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. Gaming authorities may, and in certain jurisdictions do, require certificates for our securities to bear a legend indicating that the securities are subject to specified gaming laws.

Gaming companies are typically subject to significant taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. From time to time, federal, state, local and provincial legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws.

The Internal Revenue Service requires operators of casinos located in the United States to file information returns for U.S. citizens, including names and addresses of winners, for keno, bingo and slot machine winnings in excess of stipulated amounts. The Internal Revenue Service also requires operators to withhold taxes on some keno, bingo and slot machine winnings of nonresident aliens. We are unable to predict the extent to which these requirements, if extended, might impede or otherwise adversely affect operations of, and/or income from, the other games.

Regulations adopted by the Financial Crimes Enforcement Network of the Treasury Department (“FINCEN”) and the Nevada Gaming Authorities require the reporting of currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. This reporting obligation began in May 1985 and may have resulted in the loss of gaming revenues to jurisdictions outside the United States which are exempt from the ambit of these regulations. In addition to currency transaction reporting requirements, suspicious financial activity is also required to be reported to FINCEN.

Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, food service, smoking, environmental matters, employees and employment practices, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

The sale of alcoholic beverages is subject to licensing, control and regulation by applicable local regulatory agencies. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any license, and any disciplinary action could, and revocation would, have a material adverse effect upon our operations.

We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have all the licenses necessary to conduct our continuing operations. We have registered several service marks, trademarks, patents and copyrights with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to conduct our business. We also own patents relating to unique casino games. We file copyright applications to protect our creative artworks, which are often featured in property branding, as well as our distinctive website content.

Casino, hotel and racing operations in our markets are subject to seasonal variation. Seasonal weather conditions can frequently adversely affect transportation routes to each of our properties and ~~also~~ may cause flooding and other effects that result in the closure of our ~~Southern properties and cancellations of live horse racing at the Eastern~~ properties. As a result, unfavorable seasonal conditions could have a material adverse effect on our operations.

We are subject to various federal, state and local environmental, health and safety laws and regulations, including those relating to the use, storage, discharge, emission and disposal of hazardous materials and solid, animal and hazardous wastes and exposure to hazardous materials. Such laws and regulations can impose liability on potentially responsible parties, including the owners or operators of real property, to clean up, or contribute to the cost of cleaning up, sites at which hazardous wastes or materials were disposed of or released. In addition to investigation and remediation liabilities that could arise under such laws and regulations, we could also face personal injury, property damage, fines or other claims by third parties concerning environmental compliance or contamination or exposure to hazardous materials and could be subject to significant fines or penalties for any violations. We have from time to time been responsible for investigating and remediating, or contributing to remediation costs related to, contamination located at or near certain of our facilities, including contamination related to underground storage tanks and groundwater contamination arising from prior uses of land on which certain of our facilities are located. In addition, we have been, and may in the future be, required to manage, abate, remove or contain manure and wastewater generated by concentrated animal feeding operations due to our racetrack operations, mold, lead, asbestos‑containing materials or other hazardous conditions found in or on our properties. Although we have incurred, and expect that we will continue to incur, costs related to the investigation, identification and remediation of hazardous materials or conditions known or discovered to exist at our properties, those costs have not had, and are not expected to have, a material adverse effect on our financial condition, results of operations or cash flow.

As of December 31, ~~2017,~~2019, we had approximately ~~12,500~~15,500 employees. As of such date, we had 1118 collective bargaining agreements covering approximately ~~970~~3,100 employees. ~~Three~~Five collective bargaining agreements are scheduled to expire ~~this year.~~ in 2020, and we are currently renegotiating one collective bargaining agreement that has expired. There can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.

This report includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward‑looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward‑looking statements. Specifically, forward-looking statements may include, among others, statements concerning:

Any forward‑looking statements are based upon ~~a number~~underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and ~~assumptions that, while considered reasonable by us, is inherently subject to significant business,~~analyses of market conditions and trends, management plans and strategies, economic conditions and ~~competitive~~other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, ~~and contingencies,~~ many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results ~~of operations~~ may ~~vary~~differ materially from any ~~forward‑looking statements made herein.~~future results, performance or achievements expressed or implied by such statements. Forward‑looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward‑looking statements will be achieved. Undue reliance should not be placed on any forward‑looking statements. Some of the contingencies and uncertainties to which any forward‑looking statement contained herein isare subject include, but are not limited to, the following:

In addition, the acquisition of Caesars, the related real estate transactions with VICI and the ~~cost~~disposition of ~~complying or~~our properties located in Kansas City, Vicksburg and Shreveport and the ~~impact~~provisions of ~~failing to comply with such regulations;~~

~~the effect of disruptions to our information technology~~uncertainties and other ~~systems and infrastructure;~~important factors, including but not limited to:

•

the possibility that the proposed transactions are not consummated when expected or at all because required regulatory or other approvals are not received or other conditions to the consummation thereof are not satisfied on a timely basis or at all;

~~construction factors relating to maintenance and expansion of operations;~~

•

the possibility that the one or more of such transactions do not close on the terms described herein or that we are required to modify aspects of one or more of such transactions to obtain, or otherwise take action to satisfy conditions imposed in connection with, required regulatory approvals;

~~our ability to attract and retain customers;~~

•

the risk that the financing required to fund the Merger and related transactions is not obtained on the terms anticipated or at all;

~~weather or road conditions limiting access to our properties;~~

•

uncertainties in the global economy and credit markets and its potential impact on ERI’s ability to finance the acquisition of Caesars and related transactions;

~~the effect of war, terrorist activity, natural disasters and other catastrophic events;~~

•

risks associated with increased leverage and increased lease payments as a result of the proposed transactions;

~~the intense competition to attract and retain management and key employees in the gaming industry; and~~

•

the possibility that the anticipated benefits of the proposed transactions, including cost savings and expected synergies, are not realized when expected, or at all, including as a result of the impact of, or issues arising from, the implementation of our operating strategies and integration of our business and Caesars’ business;

•

the incurrence of significant transaction and merger-related costs and the possibility that the transactions may be more expensive to complete than expected, including as a result of unexpected factors or events;

~~Other factors set forth under “Item 1A. Risk Factors.”~~
•
competitive responses to the proposed transactions;

•

legislative, regulatory and economic developments;

•

the possibility that our business or Caesars’ business may suffer as a result of the announcement of the acquisition;

•

the ability to retain certain of our key employees and Caesars’ key employees;

•

the outcome of legal proceedings instituted as a result of the proposed transactions;

•

the impact of the proposed transactions, or the failure to consummate the proposed transactions, on our stock price;

•

diversion of management’s attention from our ongoing operations;

•

the impact of provisions of the Merger Agreement limiting the operation of our business prior to the closing of the Merger;

•

the impact of the announcement or consummation of the proposed transactions on the Company’s relationships with third parties, which may make it more difficult to maintain business relationships; and

•

other risks and uncertainties described in Part II, Item 1A. “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the SEC.

In light of these and other risks, uncertainties and assumptions, the forward‑looking events discussed in this report might not occur. These forward‑looking statements speak only as of the date of this Annual Report on Form ~~10‑K,~~10-K, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward‑looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

You should also be aware that while we from time to time communicate 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 and are not endorsed by us.

Available Information

We are required to file annual, quarterly and ~~special~~other current reports ~~proxy statements~~ and ~~other~~ information with the ~~Securities and Exchange Commission (the “SEC”). You may read and copy, at prescribed rates, any document~~SEC. Because we ~~have filed~~submit filings to the SEC electronically, access to this information is available at the SEC’s ~~public reference room in Washington, D.C. Please call the SEC at 1‑800‑SEC‑0330 (1‑800‑732‑0330) for further information on the public reference room. The SEC also maintains a~~ website ~~that~~(www.sec.gov). This site contains reports ~~proxy and information statements~~ and other information regarding ~~registrants~~issuers that file electronically with the ~~SEC (http://www.sec.gov). You also may read and copy reports and other information filed by us at the office of The NASDAQ Stock Market, One Liberty Plaza, 165 Broadway, New York, NY 10006.~~SEC.

We make our Annual Reports on Form 10‑K, our Quarterly Reports on Form 10‑Q, our Current Reports on Form 8‑K, and all amendments to these reports, available free of charge on our corporate website (www.eldoradoresorts.com) as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, our Code of Ethics and Business Conduct and charters of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free of charge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request.

References in this document to our website address do not incorporate by reference the information contained on the website into this Annual Report on Form 10‑K.

Item 1A.

Risk Factors.

Risk Factors Relating to our Operations

Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our ~~control~~control.

Consumer demand for casino hotel and racetrack properties such as ours is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, the impact of high energy and food costs, the increased cost of travel, ~~the potential for continued bank failures,~~ decreased disposable consumer income and wealth, or fears of war and future acts of terrorism, or widespread illnesses or epidemics, including the coronavirus, could further reduce customer demand for the amenities that we offer. In addition, increases in gasoline prices, including increases prompted by global political and economic instabilities, can adversely affect our operations because most of our patrons travel to our properties by car or on airlines that may pass on increases in fuel costs to passengers in the form of higher ticket prices. Further, security concerns, terrorist attacks, widespread illnesses or epidemics, including the coronavirus, and other geopolitical events can have a material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming and entertainment industries in general and our business in particular. Economic downturns, geopolitical events and other related factors which impact discretionary consumer spending and other economic events that are beyond our control have had direct effects on our business and the tourism industry in the past and could adversely affect us in the future.

We face substantial competition in the hotel and casino industry and expect that such competition will ~~continue~~continue.

The gaming industry is characterized by an increasingly high degree of competition ~~among~~and competition is intense in most of the markets in which we operate. We compete with a ~~large number~~variety of ~~participants,~~gaming operations, including land-based casinos, dockside casinos, riverboat casinos, casinos located on racing tracks and casinos located on Native American reservations and other forms of legalized gaming such as video gaming terminals (VGTs) at bars, restaurants and truck ~~stops.~~stops and mobile gambling and sports betting. We also compete, to a lesser extent, with other forms of legalized gaming and entertainment such as ~~online computer gambling,~~ bingo, pull tab games, card parlors, sports books, fantasy sports websites, “cruise-to-nowhere” operations, pari-mutuel or telephonic betting on horse racing and dog racing, state-sponsored lotteries, jai-alai and, in the future, may compete with gaming at other venues. In addition, we compete more generally with other forms of entertainment for the discretionary spending of our customers.

~~Gaming competition is intense~~ Certain of our competitors are large gaming companies with greater name recognition and marketing and financial resources. In some instances, particularly in ~~most~~the case of ~~the markets~~Native American casinos, our competitors pay lower taxes or no taxes. These factors create additional challenges for us in ~~which we operate.~~ competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment product that enable us to remain competitive.

States that already have legalized casino gaming may further expand gaming, and other states that have not yet legalized gaming may do so in the future. ~~Legalized~~There has been significant competition in our markets as a result of the expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes in prior years. For example, in recent years a number of states, including Illinois, Pennsylvania and Ohio, have either approved casino gaming or substantially expanded gaming by authorizing additional casino licenses and VGTs at horse racing tracks, truck stops or other locations. Additionally, we also compete with Native American gaming operations in ~~these~~California and other jurisdictions where Native American tribes operate large-scale gaming facilities or otherwise conduct gaming activities on Native American lands. Further expansion of legalized casino gaming in states and on Native American reservations in or near our markets or changes to gaming laws in states in which we have operations and in states near our operations could increase competition and could adversely affect our operations. ~~There has been significant~~

Further, we face increasing competition ~~in our markets~~ as a result of the expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes in prior years and expanded gaming is under consideration in certain of our markets. For example, gaming facilities in Ohio that commenced operations in recent years present significant competition for Mountaineer, Presque Isle Downs, Nemacolin and Scioto Downs. In addition, the Governor of Pennsylvania signed legislation in October 2017 expanding gaming to allow for up to ten additional casino locations, video gaming terminals (VGTs) at truck stops, interactive gaming (iGaming), gaming at airports and potentially sports wagering. Further, there are two bills pending before the Missouri General Assembly for the expansion of gaming by allowing Class B gaming licensees and daily fantasy sports licensees to conduct sports wagering and the operation of VLTs at various bars, restaurants, veterans and fraternal organizations and convenience stores throughout the state. Any such expansion of legalized ~~gaming could adversely impact our properties.~~

Casino gaming is currently prohibited in several jurisdictions from which the Shreveport/Bossier City and Lake Charles markets draw customers, primarily Texas. The Texas legislature has from time to time considered proposals to legalizeonline gaming and ~~there can be no assurance that casino gaming will not be approved in Texas~~sports betting in the ~~future, which could~~last few years. Online gaminghas been approved inseveral states where we have ~~a material adverse effect on Eldorado Shreveport~~casino properties, including Iowa, Nevada and Isle Lake Charles. Additionally, since visitors from California comprise a significant portion of our customer base in Reno, we also compete with Native American gaming operations in California. Native American tribes are allowed to operate slot machines, lottery gamesNew Jersey, and ~~banking and percentage games on Native American lands. Although many existing Native American gaming facilities in northern California are modest compared to the Nevada properties,~~ a number of Native American tribes have established large-scale gaming facilities in California. Additionally, from time to time the State of Florida has entered into or amended gaming compacts with Native American casinos or enacted, amended or discussed possible changes in gaming laws which could have positive or negative impacts on our Pompano operations. In addition, various forms of internet gaming have been approved in Nevada,states, including Indiana, Iowa, Colorado, New Jersey ~~Delaware,~~ and ~~Pennsylvania,~~Nevada, permit online sports betting. We expect that other states will adopt legislation that permits online sports betting and ~~legislation permitting internet~~ gaming, ~~has been proposed by the federal government and other states. The expansion of internet gaming in Nevada and other jurisdictions could~~which will result in significant additional ~~competition.~~competitionfor our casino properties.

Increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties to increase the attractiveness and add to the appeal of our facilities. Because ~~we are highly leveraged, after satisfying~~a significant portion of our cash flow is required to pay obligations under our outstanding indebtedness and the Master Lease, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be negatively affected.

Our operations in certain jurisdictions depend on agreements with third ~~parties~~parties.

Our operations in several jurisdictions depend on agreements with third parties. If we are unable to renew these agreements on satisfactory terms as they expire, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our financial condition and results of operations. For example, Iowa law requires that each gambling venue in Iowa must have a licensed “Qualified Sponsoring Organization,” or ~~QSO,~~“QSO”, which is a tax-exempt non-profit organization. The QSO must donate the profits it receives from casino operations to educational, civic, public, charitable, patriotic or religious uses. ~~Each~~Both of our ~~three~~ Iowa properties ~~has~~have an agreement with a local QSO. We have the right to renew our agreements for Bettendorf and Waterloo when they expire in 2025 and 2021, respectively.

The Federal Interstate Horse Racing Act and the state racing laws in certain jurisdictions where we have racetracks require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks or that we share proceeds of slot machines at the applicable racetrack. If we fail to maintain operative agreements with the horsemen at our racetracks, we will not be permitted to conduct live racing and export and import simulcasting, and may not be permitted to continue our gaming operations, at the applicable racetrack at those facilities, which could have material adverse effect on our business, financial condition and results of operations.

Some of our casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino.

We currently lease certain parcels of land on which several of our properties are located, including five of the properties that we acquired in the Tropicana Acquisition. As a ground lessee, we have the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, we have no interest in the leased land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases which are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. Our leases provide that they may be terminated for a number of reasons, including failure to pay rent, taxes or other payment obligations or the breach of other covenants contained in the leases. In particular, the Master Lease requires annual rent payments of at least $87.6 million, which is subject to escalation annually, and obligates us to make specified minimum capital expenditures with respect to the leased properties. If our business and properties fail to generate sufficient earnings, the payments required to service the rent obligations under the Master Lease could materially and adversely limit our ability to react to changes in our business and make acquisitions and investments in our properties. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. A termination of our ground leases or the Master Lease could result in a default under our debt agreements and could have a ~~management agreement~~material adverse effect on our business, financial condition and results of operations. Further, in the event that any lessor of our leased properties, including properties that are subject to the Master Lease, encounters financial, operational, regulatory or other challenges, there can be no assurance that such lessor will be able to comply with ~~Nemacolin Woodlands Resort,~~its obligations under the applicable lease.

Certain of our leases, including the Master Lease, are “triple-net” leases. Accordingly, in addition to rent, we are required to pay, among other things, the following: (1) lease payments to the underlying ground lessor for properties that are subject to ground leases; (2) facility maintenance costs; (3) all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties; (4) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are responsible for incurring the costs described in the preceding sentence notwithstanding the fact that many of the benefits received in exchange for such costs shall in part accrue to the lessor as the owner of the ~~gaming license issued by~~associated facilities. In addition, we remain obligated for lease payments and other obligations under the ~~Pennsylvania Gaming Control Board allowing operation~~Master Lease and other ground leases even if one or more of ~~a casino at the resort. Under the terms of this agreement,~~such leased facilities is unprofitable or if we ~~constructed and currently operate a casino at the resort. Our management agreement is subject~~decide to ~~a buy-out provision on or after December 31, 2021, as well as other terms and conditions which~~withdraw from those locations. We could ~~result in termination of the management agreement. The base term of the agreement is ten years, with four, five-year renewal options. Additionally, each party~~incur special charges relating to the ~~management agreement has certain~~closing of such facilities including lease termination ~~rights. If the management agreement is terminated, we will no longer~~costs, impairment charges and other special charges that would reduce our net income and could have ~~the right to manage~~a material adverse effect on our ~~casino at Nemacolin Woodlands Resort.~~business, financial condition and results of operations.

We are subject to extensive federal, state and local regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our ~~business~~business.

Licensing Requirements. The ownership and operation of casino gaming, riverboat and ~~horseracing~~horse racing facilities are subject to extensive federal, state and local regulation, and regulatory authorities at the federal, state, and local levels have broad powers with respect to the licensing of gaming businesses and may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other actions, each of which poses a significant risk to our business, financial condition and results of operations. We currently hold all state and local licenses and related approvals necessary to conduct our present gaming operations, but we must periodically apply to renew many of our licenses and registrations. We cannot assure you that we will be able to obtain such renewals. Any failure to maintain or renew our existing licenses, registrations, permits or approvals would have a material adverse effect on us. Furthermore, if additional laws or regulations are adopted or existing laws or regulations are amended or interpreted differently, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

Gaming authorities with jurisdiction over our operations may, in their discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of their respective jurisdictions. Further, the costs of any investigation conducted by any of the Gaming Authorities under these circumstances must be paid by the applicant, and refusal or failure to pay these charges may constitute grounds for a finding that the applicant is unsuitable to own the securities. If any of the Gaming Authorities determines that a person is unsuitable to own our securities, then, under the applicable gaming or horse racing laws and regulations, we can be sanctioned, including the loss of approvals that are required for us to continue our gaming operations in the relevant jurisdictions, if such unsuitable person does not timely sell our securities.

Our officers, directors and key employees are also subject to a variety of regulatory requirements and various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities. If any of the applicable Gaming Authorities were to find an officer, director or key employee of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the Gaming Authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could materially adversely affect our gaming operations.

Applicable gaming laws and regulations restrict our ability to issue securities, incur debt and undertake other financing activities. Such transactions would generally require approval of applicable Gaming Authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities. If state regulatory authorities were to find any person unsuitable with regard to his, her or its relationship to us or any of our subsidiaries, we would be required to sever our relationships with that person, which could materially adversely affect our business.

Compliance with Other Laws. We are also subject to a variety of other federal, state and local laws, rules, regulations and ordinances that apply to non-gaming businesses, including zoning, environmental, construction and land-use laws and regulations governing smoking and the serving of alcoholic beverages. Legislation in various forms to ban indoor tobacco smoking has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate. If additional restrictions on smoking are enacted in our jurisdictions, we could experience a significant decrease in gaming revenue and, particularly if such restrictions are not applicable to all competitive facilities in that gaming market, our business could be materially adversely affected. Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes. We have not identified any issues associated with our properties that could reasonably be expected to have a material adverse effect on us or the results of our operations. However, several of our properties are located in industrial areas or were used for industrial purposes for many years. As a consequence, it is possible that historical or neighboring activities have affected one or more of our properties and that, as a result, environmental issues could arise in the future, the precise nature of which we cannot now predict. The coverage and attendant compliance costs associated with these laws, regulations and ordinances may result in future additional costs.

Regulations adopted by ~~FINCEN~~the U.S. Department of Treasury Financial Crimes Enforcement Network (“FINCEN”) require us to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. U.S. Treasury Department regulations also require us to report certain suspicious activity, including any transaction that exceeds $5,000, if we know, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed if we fail to comply with these regulations. FINCEN has recently increased its focus on gaming companies.

We are required to report certain customer’s gambling winnings via form W-2G to comply with current Internal Revenue Service regulations. Should these regulations change, we would expect to incur additional costs to comply with the revised reporting requirements.

Taxation and Fees. In addition, gaming companies are generally subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. From time to time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on our business, financial condition and results of operations. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming taxes and/or property taxes and worsening economic conditions could intensify those efforts. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.

Income Taxes. We are subject to tax in multiple U.S. tax jurisdictions. Significant judgment is required in determining our provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our provision for income taxes.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. The U.S. recently enacted significant tax reform, and certain provisions of the new law may adversely affect us. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies. If U.S. or state tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

We have partnership agreements to expand our sportsbook business and engage in online sportsbook, casino gaming and poker. There can be no assurance that regulations authorizing such activities will be approved in the jurisdictions in which we operate or that the market for such gaming activities will develop as expected.

During the second quarter of 2018, the U.S. Supreme Court overturned the federal ban on sports betting. As a result, several jurisdictions in which we operate legalized sports betting and additional jurisdictions may do so in the future. We currently accept wagers on sporting events in Nevada, New Jersey, Mississippi, Iowa and Indiana. However, our ability to expand our sports betting and online operations is dependent on adoption of regulations permitting sports betting in the United States and may be negatively impacted by a recent opinion of the U.S. Justice Department’s Office of Legal Counsel relating to the restrictions on online gaming under existing federal statutes. There can be no assurances when, or if, regulations enabling sports betting and online sportsbook, casino gaming and poker will be adopted, or the terms of such regulations, in certain of the jurisdictions in which we operate.

Following the repeal of the federal ban on sports betting, we entered into a definitive agreement with William Hill pursuant to which William Hill has agreed to operate as our sports betting operator, including with respect to mobile and online sports wagering, for a period of 25 years. We also entered into a 20-year agreement with TSG pursuant to which we agreed to provide TSG with options to obtain access to certain of our licenses for online sports wagering and real money online gaming and poker. We received equity interests in William Hill US, William Hill PLC and TSG in consideration for the execution of these agreements and we may in the future receive additional consideration, including revenue sharing based on the betting and gaming operations conducted under the authority of our licenses or in our markets. To the extent permitted under our agreements with William Hill and TSG, we will continue to evaluate options for additional partnerships to operate online betting and gaming activities under the authority of our licenses and may in the future enter into additional partnership agreements with respect to such operations.

The market for sports betting and online gaming is rapidly evolving and highly competitive with an increasing number of competitors. The success of our sportsbook and online betting and gaming partners, the value of our equity interests in William Hill and TSG and the results of operations from sports betting and online sportsbook and gaming conducted at our properties or under the authority of our licenses are dependent on a number of factors that are beyond our control, including:

•

the timing of adoption of regulations authorizing such betting and gaming activities and the restrictions contained in such regulations;

•

the tax rates and license fees applicable to such activities;

•

our ability to gain market share in a newly developing market;

•

the potential that the market does not develop at all or does not develop as we anticipate;

•

our ability to compete with new entrants in the market;

•

changes in consumer demographics and public tastes and preferences; and

•

the availability and popularity of other forms of entertainment.

There can be no assurance as to the returns that we will receive from our current and anticipated sports betting and online gaming operations or our partnerships with William Hill and TSG or future similar arrangements with other market service providers.

We rely on our key personnel and we may face difficulties in attracting and retaining qualified employees for our casinos and race ~~tracks~~tracks.

Our future success will depend upon, among other things, our ability to keep our senior executives and highly qualified employees. We compete with other potential employers for employees, and we may not succeed in hiring or retaining the executives and other employees that we need. A sudden loss of or inability to replace key employees could have a material adverse effect on our business, financial condition and results of operation.

In addition, the operation of our business requires qualified executives, managers and skilled employees with gaming and horse racing industry experience and qualifications who are able to obtain the requisite licenses and approval from the applicable Gaming Authorities. ~~While not currently the case, there~~There has from time to time been a shortage of skilled labor in our markets. In addition to limitations that may otherwise exist in the supply of skilled labor, the continued expansion of gaming near our facilities, including the expansion of Native American gaming, may make it more difficult for us to attract qualified individuals. While we believe that we will continue to be able to attract and retain qualified employees, shortages of skilled labor will make it increasingly difficult and expensive to attract and retain the services of a satisfactory number of qualified employees, and we may incur higher costs than expected as a result.

Work stoppages, organizing drives and other labor problems could negatively impact our future ~~profits~~profits.

As of December 31, ~~2017,~~2019, we had 1118 collective bargaining agreements covering approximately ~~970~~3,100 employees. A lengthy strike or other work stoppages at any of our casino properties could have an adverse effect on our business and results of operations. Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry, including at some of our properties. As a result, we cannot provide any assurance that we will not experience additional and more successful union organization activity in the future.

~~Some of our casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino~~

We lease certain parcels of land on which several of our properties are located. As a ground lessee, we have the right to use the leased land; however, we do not hold fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases which are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities and may result in the default under our new credit facility.

Because we own real property, we will be subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and ~~liabilities~~liabilities.

We are subject to various federal, state and local environmental, health and safety laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the use, storage, discharge, emission and disposal of solid, animal and hazardous wastes and exposure to hazardous materials. These laws and regulations are complex and frequently subject to change. In addition, our ~~horseracing~~horse racing facilities are subject to laws and regulations that address the impacts of manure and wastewater generated by Concentrated Animal Feeding Operations (“CAFO”) on water quality, including, but not limited to, storm water discharges. CAFO regulations include permit requirements and water quality discharge standards. Enforcement of CAFO regulations has been receiving increased governmental attention. Compliance with these and other environmental laws can, in some circumstances, require significant capital expenditures. We have from time to time been responsible for investigating and remediating, or contributing to remediation costs related to, contamination located at or near certain of our facilities, including contamination related to underground storage tanks and groundwater contamination arising from prior uses of land on which certain of our facilities are located. In addition, we have been, and may in the future be, required to manage, abate, remove or contain manure and wastewater generated by concentrated animal feeding operations due to our racetrack operations, mold, lead, asbestos‑containing materials or other hazardous conditions found in or on our properties. Moreover, violations can result in significant fines or penalties and, in some instances, interruption or cessation of operations.

We are also subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials into the environment. Certain of these laws and regulations impose strict, and under certain circumstances joint and several, liability on a current or previous owner or operator of property for the costs of remediating regulated materials on or emanating from its property. The costs of investigation, remediation or removal of those substances may be substantial.

An earthquake, hurricane, flood, other natural disaster, or act of terrorism or other casualty events could adversely affect our business and we may not have sufficient insurance coverage to cover such losses.

The operations of our facilities are subject to disruption or reduced patronage as a result of severe weather conditions, natural disasters and other casualty ~~events.~~events, including acts of terrorism or violence. The Reno area has been, and may in the future be, subject to earthquakes and other natural disasters and ~~Eldorado Shreveport is~~certain of our other properties are located in ~~a designated~~ flood ~~zone.~~zones or are otherwise subject to significant disruption based on adverse weather conditions. Because many of our gaming operations are located on or adjacent to bodies of water, these facilities are subject to risks in addition to those associated with other casinos, including loss of service due to casualty, forces of nature, mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather conditions and other disasters. For example, flooding along the Mississippi River can impact ~~five~~six or more of our properties and result in them being closed for differing periods of time. Our properties in Florida, Mississippi, Louisiana and ~~Louisiana~~New Jersey are particularly vulnerable to hurricanes, wind and storm surge. Our Pompano property was closed for four days in 2017 because of storms. In addition, severe weather such as high winds and blizzards occasionally limits access to our land-based facilities in Colorado and Reno. Inadequate insurance or lack of available insurance for these and other certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. Further, if properties subject to the Master Lease are impacted by a casualty event, the Master Lease requires us to repair or restore the affected properties even if the cost of such repair or restoration exceeds the insurance proceeds that we receive. Under such circumstances, the rent under the Master Lease is required to be paid during the period of repair or restoration even if all or a portion of the affected property is not operating. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of the casualty event or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism, violence, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to fund replacements or repairs for destroyed property and reduce the funds available for payments of our obligations. Further, we renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from coverage. Among other factors, it is possible that regional political tensions, homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits), additional exclusions from coverage or higher deductibles. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

We are subject to risks relating to mechanical failure, forces of nature, casualty, extraordinary maintenance and other ~~causes~~causes.

All of our facilities will generally be subject to the risk that operations could be halted for a temporary or extended period of time, as the result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations could be damaged or halted due to extreme weather conditions. These risks are particularly pronounced at our riverboat and dockside facilities because of their locations on and adjacent to water.

Our reliance on our computer systems and software could expose us to great financial harm if any of our computer systems or software were subject to any material disruption or corruption.

We rely significantly on our computer systems and software to receive and properly process internal and external data, including data related to our player loyalty program. A disruption or corruption of the proper functioning of our computer systems or software could cause us to lose data or record erroneous data, which could result in material losses. We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful. Our computer systems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences. If any of these risks materialize, they could have a material adverse effect on our business, financial condition, and results of operations.

We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our business and financial ~~condition~~condition.

From time to time, we are named in lawsuits or other legal proceedings relating to our respective businesses. In particular, the nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners and others in the ordinary course of business. As with all legal proceedings, no assurances can be given as to the outcome of these matters. Moreover, legal proceedings can be expensive and time consuming, and we may not be successful in defending or prosecuting these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.

Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information ~~security~~security.

We collect information relating to our guests and employees for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted in the United States. We rely on information technology and other systems to maintain and transmit this personal and financial information, credit card settlements, credit card funds transmissions, mailing lists and reservations information. Our information and processes are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus or unauthorized or fraudulent use by customers, company employees, or employees of ~~third party~~third-party vendors. We face cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, exfiltrate or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data and other forms of electronic security breaches. The steps we take to deter and mitigate these risks may not be successful and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation and loss of reputation, potentially impacting our financial results.

In addition, third party service providers and other business partners process and maintain proprietary business information and data related to our guests, suppliers and other business partners. Our information technology and other systems that maintain and transmit this information, or those of service providers or business partners, may also be compromised by a malicious ~~third party~~third-party penetration of our network security or that of a third party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees or those of a third party service provider or business partner. As a result, our business information, guest, supplier and other business partner data may be lost, disclosed, accessed or taken without their consent.

Any such loss, disclosure or misappropriation of, or access to, guests’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our businesses, operating results and financial condition. Furthermore, the loss, disclosure or misappropriation of our business information may adversely affect our reputation, businesses, operating results and financial condition.

Our operations are vulnerable to fraud and cheating.

To increase winnings, gaming customers of ours may attempt or commit fraud or cheat. Such attempts could involve tactics including the use of counterfeit chips, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Our failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. Moreover, our reputation could be adversely affected by negative publicity related to such schemes, potentially causing a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations have historically been subject to seasonal variations and quarterly fluctuations in operating results, and we can expect to experience such variations and fluctuations in the ~~future~~future.

Historically, our operations have typically been subject to seasonal variations. Our strongest operating results for our Reno properties have generally occurred in the second and third quarters and the weakest results have generally occurred during the period from November through February when weather conditions adversely affected operating results. Winter conditions can frequently adversely affect transportation routes to Reno, where a significant of our visitors arrive by ground transportation, and certain of our other properties and cause cancellations of live horse racing. For example, the Reno-Tahoe area experienced exceptionally high levels of snowfall in the first quarter of 2017, with certain resorts in the Tahoe area reporting over 50 feet of snowfall during such time, which adversely affected visitation to our Reno properties and adversely affected our results of operations for the first ~~quarter.~~quarter of 2017. As a result, unfavorable seasonal conditions could have a material adverse effect on our operations.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on usus.

There are a limited number of slot machine manufacturers servicing the gaming industry and a large majority of our revenues are derived from slot machines at our casinos. It is important, for competitive reasons, that we offer the most popular and up-to-date slot machine games with the latest technology to customers.

In recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participating lease arrangements. Generally, a participating lease is substantially more expensive over the long-term than the cost to purchase a new slot machine.

For competitive reasons, we may be forced to acquire new slot machines, slot machine systems or gaming and hotel technology and equipment, or enter into participating lease arrangements, that are more expensive than our costs associated with the continued operation of our existing slot machines, equipment and software. If the newer slot machines, equipment or software do not result in sufficient incremental revenues to offset the increased investment, or if we are unable to successfully implement new software or technology, it could adversely affect our operations and profitability.

We face risks associated with growth and ~~acquisitions~~acquisitions.

~~As part~~We have grown our operations through a number of ~~our business strategy,~~strategic acquisitions and we ~~regularly~~expect that we will continue to evaluate opportunities for growth ~~through development of gaming operations~~ in existing or new markets, through acquiring or developing other gaming entertainment facilities or ~~through~~ redeveloping our existing gaming facilities. In the future, we may also pursue expansion opportunities, including joint ventures, in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming.

Although we only intend to ~~engage in~~pursue acquisitions and development opportunities that, if consummated, will be accretive to us and our stockholders, we cannot be sure that we will be able to identify attractive acquisition or development opportunities or that we will experience the return on investment that we expect.In particular, we cannot be sure that we will realize the anticipated synergies and benefits of our acquisitions or that they will be accretive to our results of operations. Our estimates and assumptions regarding expected synergies and benefits of our acquisitions and development projects could materially change due to factors beyond our control and could delay, decrease or eliminate the expected accretive effect of the acquisitions and cause resulting dilution to our earnings per share or negatively impact the price of our common stock

In addition, acquisitions require significant management attention and resources to integrate new properties, businesses and operations. Potential difficulties we may encounter as part of the integration process include:

~~the inability to successfully incorporate acquired assets in a manner that permits us to achieve the full revenue and other benefits anticipated to result from the acquired operations;~~

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the inability to successfully integrate acquired assets in a manner that permits us to achieve the full revenue and other benefits anticipated to result from the acquired operations;

complexities associated with managing the combined business, including difficulties addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and

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complexities associated with managing the combined business, including difficulties addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of the company in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and

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potential unknown liabilities and unforeseen increased expenses associated with acquired operations.

~~potential unknown liabilities and unforeseen increased expenses associated with acquired properties.~~

any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits, or could reduce our earnings or otherwise adversely affect our business and financial results.

There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations, into our existing operations without substantial costs, delays or other problems. Additionally, there can be no assurance that we will receive gaming or other necessary licenses or approvals for new projects that we may ~~pursue or~~pursue. In addition, we may from time to time elect to divest properties that ~~gaming~~we determine are not core to our operations. We cannot be sure that we will be ~~approved~~able to sell such non-core assets on terms that result in ~~jurisdictions where it is not currently approved.~~a return on our investment or at all.

We may experience construction delays or cost overruns during our expansion or development projects that could adversely affect our ~~operations~~operations.

From time to time, we may commence development and construction projects on new properties or at our current properties. We also evaluate other expansion opportunities as they become available and may in the future engage in additional construction projects. As an example, our joint venture with Cordish intends to master plan and develop a mixed-use entertainment and hospitality destination on unused land adjacent to the Pompano casino and racetrack. The anticipated costs and construction periods for development and construction projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by us or, in the case of Pompano, our joint venture partner, in consultation with our ~~architects. Construction~~architects, all of which are subject to assumptions that may be subject to change based on unforeseen circumstances. Development and construction projects entail significant risks, which can substantially increase costs or delay completion of a project. Such risks include shortages of materials or skilled labor, unforeseen engineering, environmental or geological problems, work stoppages, weather interference and unanticipated cost increases. Most of these factors are beyond our control. In addition, difficulties or delays in obtaining any of the requisite entitlements, licenses, permits or authorizations from regulatory authorities can increase the cost or delay the completion of an expansion or development. Significant budget overruns or delays with respect to expansion and development projects could adversely affect our results of operations.

Our planned capital expenditures may not result in our expected improvements in our ~~business~~business.

We regularly expend capital to construct, maintain and renovate our properties to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. Our ability to realize the expected returns on our capital investments is dependent on a number of factors, including general economic conditions; changes to construction plans and specifications; delays in obtaining or inability to obtain necessary permits, licenses and approvals; disputes with contractors; disruptions to our business caused by construction; and other unanticipated circumstances or cost increases.

While we believe that the overall budgets for our planned capital expenditures are reasonable, these costs are estimates and the actual costs may be higher than expected. In addition, we can provide no assurance that these investments will be sufficient or that we will realize our expected returns on our capital investments, or any returns at all. A failure to realize our expected returns on capital investments could materially adversely affect our business, financial condition and results of operations.

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets, which could negatively affect our operating ~~results~~results.

As of December 31, ~~2017,~~2019, we had ~~$1.7~~$2.0 billion of goodwill and other intangible assets. We perform annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1 of each fiscal year, or on an interim basis if indicators of impairment exist. For properties with goodwill and/or other intangible assets with indefinite lives, these tests could require the comparison of the implied fair value of each reporting unit to carrying value.

As a result of the sale of certain non-operating real property located in Pennsylvania, the Company recognized an impairment charge of $1.0 million during the year ended December 31, 2019.

During the third quarter of 2018, as a result of the announced sale to Churchill Downs Incorporated combined with the classification of Vicksburg’s operations as assets held for sale, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds. The impairment reduced the value of goodwill. Additionally, in conjunction with the agreement to sell our rights and obligations to operate Nemacolin, an impairment charge totaling $3.8 million was recorded in 2018 due to the carrying value of the property and equipment being sold exceeding the estimated net sales proceeds.

During the fourth quarter of 2017, we recorded an impairment charge totaling $38.0 million to reduce the carrying value of goodwill and/or trade names related to our Lake Charles, Lula and Vicksburg reporting units.

We must make various assumptions and estimates in performing our impairment testing. ~~The implied fair value includes~~Our qualitative assessments including assumptions regarding market and industry conditions and our financial performance. Our quantitative assessment relies on estimates of future cash flows that are based on reasonable and supportable assumptions which represent our best estimates of the cash flows expected to result from the use of the assets including their eventual disposition and by a market approach based upon valuation multiples for similar companies. Changes in estimates or market conditions, increases in our cost of capital, reductions in transaction multiples, operating and capital expenditure assumptions or application of alternative assumptions and definitions, could produce significantly different results.

We also evaluate long-lived assets for impairment if indicators of impairment exist. In assessing the recoverability of the carrying value of such property, equipment and other long-lived assets, we make assumptions regarding future cash flows and residual values.

Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If our ongoing estimates of future cash flows are not met, we may have to record additional impairment charges in future accounting periods. Our estimates of cash flows are based on the current regulatory, social and economic climates, recent operating information and budgets and current operating plans of the various properties where we conduct operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, internal operating decisions or other events affecting various forms of travel and access to our properties.

The Merger Agreement subjects us to restrictions on our business activities during the pendency of the Merger.

The Merger Agreement subjects us to restrictions on our business activities and obligates us to generally operate our businesses in the ordinary course in all material respects during the pendency of the Merger absent Caesars’ prior written consent. These restrictions could prevent us from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts us from making certain acquisitions and dispositions and taking other specified actions absent Caesars’ prior written consent. If we are unable to take actions we believe are beneficial, such restrictions could have an adverse effect on our business, financial condition and results of operations.

Delay or failure to consummate the Merger would prevent the Company from realizing the anticipated benefits of the Merger and the Company would also remain liable for significant transaction costs.

Any delay in consummating the Merger may increase the cash portion of the Merger Consideration and adversely impact the combined company’s ability to realize synergies and other benefits that are anticipated if the Merger is consummated within the expected timeframe. In particular, if the applicable closing conditions set forth in the Merger Agreement are not satisfiedby March 25, 2020, the amount of cash payable by us as Merger Consideration per share of Caesars common stock will increase by $0.003333 for each day from March 25, 2020 until the closing date of the Merger. In addition, the market price of our common stock may reflect various market assumptions as to whether and when the Merger will be consummated. Consequently, the failure to consummate, or any delay in the consummation of, the Merger could result in significant changes in the market price of our common stock. In addition, we have incurred and will continue to incur significant costs relating to the Merger, such as debt commitment, ticking, legal, accounting, financial advisor and other fees, and, to the extent that the Debt Financing (as defined herein) is incurred prior to consummation of the Merger, interest expense, in each case, that may increase in the event that the consummation of the Merger is delayed and will be payable in

the event that the Merger is not consummated. For example, we may elect to issue all or a portion of the Debt Financing (other than the commitments for our new revolving credit facility or 364-day secured bridge facility) into escrow pending consummation of the Merger and satisfaction of the other closing conditions, and, pursuant to the amended and restated commitment letter (as amended, the “A&R Commitment Letter”) and the related fee letters for the merger financing and subject to the conditions set forth therein, the lenders have the right to require us (or our unrestricted subsidiary) to issue all or a portion of the Debt Financing (other than the commitments for our new revolving credit facility or 364-day secured bridge facility) into escrow pending consummation of the Merger and satisfaction of the other closing conditions if it has not otherwise closed prior to March 31, 2020. Issuance of all or any portion of the Debt Financing prior to the closing of the Merger would cause us to incur additional interest expense prior to consummation of the Merger, which may result in significant additional cost to us. Moreover, if the Merger Agreement is terminated in certain circumstances, we will be obligated to pay a termination fee to Caesars of approximately $836.8 million. Further, in the event the MTA is terminated because the Merger Agreement is terminated, we are required to pay VICI a fee of $75.0 million pursuant to the terms of the MTA.

Whether or not the Merger is consummated, the pendency of the Merger could cause disruptions in our business, which could have an adverse effect on our business, financial condition and results of operations.

The pendency of the Merger could cause disruptions in our business, including the following:

If any of these disruptions were to occur, it could have an adverse effect on our business, financial condition and result of operation.

Obtaining required approvals and satisfying closing conditions may delay or prevent consummation of the Merger.

Consummation of the Merger is subject to various closing conditions, including, among others, (i) the expiration or termination of any applicable waiting period under the HSR Act and receipt of required gaming approvals, (ii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iii) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Caesars common stock entitled to vote, (iv) the approval by our stockholders of the issuance of shares of our common stock in the Merger (the “Share Issuance”), (v) the effectiveness of the registration statement for our common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (vi) absence of a material adverse effect on the other party, (vii) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (viii) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (ix) conversion or certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible senior notes due 2024. The Caesars stockholders approved the Merger Agreement and our stockholders approved the Share Issuance at separate stockholder meetings held on November 15, 2019, and the amendments to the Caesars 5% Convertible Senior Notes due 2024 have been approved.

If the remaining conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by June 24, 2020 (as may be extended to a date no later than December 24, 2020 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either we or Caesars may terminate the Merger Agreement, and under certain circumstances as set forth in the Merger Agreement, we may be required to pay Caesars a termination fee as a result of such termination.

The Merger is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent consummation of the Merger or, in some circumstances, require us to pay Caesars a termination fee of approximately $836.8 million.

Consummation of the Merger is conditioned upon the receipt of certain governmental approvals, including, without limitation, antitrust and gaming regulatory approvals. Although we and Caesars have each agreed to use our reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to consummating the Merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the consummation of the Merger, including requirements to divest properties, or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Merger, imposing additional costs or limitations on us following consummation of the Merger or materially limiting the revenue of the combined company after the consummation of the Merger, any of which might reduce the anticipated benefits to us of the Merger or have an adverse effect on our business, financial condition and results of operations. In addition, if the Merger Agreement is terminated (i) due to a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins the consummation of the Merger, (ii) because the required regulatory approvals were not obtained prior to June 24, 2020 (as may be extended to a date no later than December 24, 2020 upon satisfaction of certain conditions to extension set forth in the Merger Agreement) or (iii) due to us willfully and materially breaching certain obligations with respect to the actions required to be taken by us to obtain required antitrust approvals, we will be required to pay Caesars a termination fee of approximately $836.8 million.

Antitrust approvals that are required to consummate the Merger may not be received, may take longer than expected or may impose conditions, including the requirement to divest assets, that could have an adverse effect on the combined company following the Merger.

Under the provisions of the HSR Act, the Merger may not be consummated until filings are made with the Antitrust Division of the DOJ and the FTC and the expiration of a 30-calendar day waiting period, or the early termination of that waiting period, following the parties’ filings. We and Caesars filed our respective notification and report forms under the HSR Act on July 16, 2019. On August 15, 2019, we withdrew our notification and report form and re-filed the same on August 19, 2019, which began a new 30-day waiting period. On September 18, 2019, each of we and Caesars received a Request for Additional Information and Documentary Material (a “Second Request”) from the FTC in connection with the FTC’s review of the Merger, which extends the waiting period until 30 days after both parties have substantially complied with the Second Request, unless the FTC early terminates the additional waiting period or the parties otherwise agree not to consummate the Merger for a period of time after substantial compliance. We and Caesars are working with the FTC to complete its investigation as soon as practicable.

In addition, private parties who may be adversely affected by the Merger and individual states may bring legal actions under the antitrust laws in certain circumstances. Although we and Caesars believe the consummation of the Merger will not likely be prevented by antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if a challenge is made, what the result will be. Under the Merger Agreement, we and Caesars have agreed to use our reasonable best efforts to obtain all regulatory clearances necessary to consummate the Merger at the earliest practicable date.

In addition, in order to consummate the Merger, we and Caesars may be required to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the combined company after the consummation of the Merger, or otherwise reducing the anticipated benefits to us of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger.

Gaming regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Consummation of the Merger is conditioned on the receipt of approvals from a number of gaming regulatory authorities, including, among others, the Ak Chin Community Tribal Gaming Commission, the Arizona Department of Gaming, the Cherokee Tribal Gaming Commission, the Colorado Division of Gaming, the Illinois Gaming Board, the Indiana Gaming Commission, the Indiana Horse Racing Commission, the Iowa Racing and Gaming Commission, the Kentucky Horse Racing Commission, the Louisiana Gaming Control Board, the Louisiana State Racing Commission, the Maryland Lottery and Gaming Control Agency, the Mississippi Gaming Commission, the Missouri Gaming Commission, the National Indian Gaming Commission, the Nevada Gaming Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Pennsylvania Gaming Control Board, the Pennsylvania State Horse Racing

Commission, the Ohio Lottery Commission, the Gauteng Gambling Board (South Africa), the Alcohol and Gaming Commission of Ontario, the Ministry of Culture, Sports and Tourism (Korea) and the Gambling Commission (United Kingdom). In some instances, these approvals include findings of suitability for our officers and continuing members of our Board of Directors. These approvals and findings may not be received at all, may not be received in a timely fashion and/or may contain conditions on the consummation of the Merger. In addition, these regulatory bodies may impose conditions on the granting of such approvals and findings, including a requirement to divest properties. Such conditions and the process of obtaining such regulatory approvals could have the effect of delaying or impeding consummation of the Merger, imposing additional costs or limitations on us following consummation of the Merger or materially limiting the revenue of the combined company after the consummation of the Merger, any of which might reduce the anticipated benefits to us of the Merger or have an adverse effect on our business, financial condition and results of operations. In addition, to the extent any officer of ours is found unsuitable, we would need to find a replacement, which may take time and could adversely impact our financial and operational performance, including our ability to successfully consummate the Merger and integrate Caesars into the Company. Any such finding of unsuitability by regulatory authorities and resulting resignation or removal of an officer of ours could also impact the governance structure of the combined company following the Merger.

There can be no assurance that we will be able to secure the financing in connection with the Merger, including, without limitation, the proceeds from the transactions with VICI contemplated by the MTA, and the transactions contemplated by the A&R Commitment Letter on acceptable terms, in a timely manner, or at all.

We intend to finance at least a portion of the cash required in connection with the Merger, including expenses in connection with the Merger, with the Debt Financing in accordance with the A&R Commitment Letter. The A&R Commitment Letter provides for funding to (i) us of (a) a $1,000.0 million senior secured revolving credit facility, (b) a $3,000.0 million senior secured term loan B facility, (c) a $3,250.0 million senior secured 364-day bridge facility and (d) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, of a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). The senior secured 364-day bridge facility will only be funded in accordance with the A&R Commitment Letter to the extent that the net cash proceeds of certain asset sales and certain transactions contemplated with VICI as described in the next succeeding paragraph are not available on the closing date of the Merger to be applied to finance the Merger and expenses in connection therewith. In addition to the Debt Financing, we also entered into letter agreements with certain financial institutions which additional letter agreements provide (i) for commitments from such financial institutions to provide additional revolving credit facility commitments for us and (ii) the engagement of such financial institutions to act as arrangers for additional debt financing, in each case, in the event we elect to refinance certain existing indebtedness of Caesars Resort Collection, LLC and its subsidiaries and for working capital and general corporate purposes upon the consummation of the Merger. Additionally, we may continue to evaluate alternative financing structures and amounts based on our needs and capital markets conditions. The proceeds of the Debt Financing may be used (A) to pay all or a portion of the cash portion of the Merger Consideration, (B) to refinance all of our existing syndicated bank credit facilities and outstanding senior notes, (C) to refinance certain of Caesars’ and its subsidiaries’ existing debt, (D) to pay transaction fees and expenses related to the Merger and related transactions and/or (E) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions, including the substantially concurrent consummation of the Merger. In the event some or all of the financing contemplated by the A&R Commitment Letter is not available, we are obligated to use our reasonable best efforts to obtain alternative financing from alternative institutions in an amount at least equal to the amount of such unavailable portion of the financing contemplated by the A&R Commitment Letter and in an amount sufficient to enable us to consummate the Merger.

In connection with the execution of the Merger Agreement and the Initial Commitment Letter, we entered into the MTA with VICI. We intend to finance at least a portion of the cash required in connection with the Merger with the proceeds of transactions that are subject to the MTA, including approximately $1.8 billion of proceeds from the expected sale leaseback of certain properties expected to be acquired upon consummation of the Merger, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, under certain circumstances, if necessary, certain replacement properties specified in the MTA), and approximately $1.4 billion of proceeds expected to be received in consideration of the amendment of certain existing leases between subsidiaries of Caesars and VICI. Pursuant to the MTA, we have agreed, among other things and subject to the consummation of the Merger and the other applicable conditions set forth therein and in any related documents, to (i) through one or more of our subsidiaries (after giving effect to the Merger) to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, (ii) through one or more of our subsidiaries (after giving effect to the Merger) to amend the CPLV Lease, the Non-CPLV Lease and the Joliet Lease (each as defined in the MTA) in accordance with the terms of the MTA and receive certain consideration from VICI or its affiliates in respect thereof, (iii) to provide a guaranty in respect of each of the CPLV Lease, the Non-CPLV Lease and the Joliet Lease in accordance with the terms of the MTA, (iv) to enter into (or cause our subsidiaries (after giving effect to the Merger) to enter

into) certain right of first refusal agreements and a put-call right agreement in accordance with the terms of the MTA and (v) to undertake certain related transactions in connection with or related to the foregoing. Consummation of the transactions contemplated by the MTA is subject to satisfaction of those obligations and certain other conditions, including execution of agreements, receipt of required regulatory approvals, the accuracy of the representations and warranties, compliance with covenants, delivery of certain closing deliverables and the absence of any governmental order or action seeking to prohibit the consummation of the transactions contemplated by the MTA. We are currently negotiating the sale leaseback documents, lease amendments and other agreements contemplated by the MTA and cannot assure you as to the timing or outcome of those negotiations with VICI. Although we expect the transactions contemplated by the MTA to be consummated substantially concurrently with the Merger, there can be no assurance as to the timing of the closing of such transactions or that the closings will occur on the terms set forth in the MTA or at all. In the event that the closings of some or all of the transactions contemplated by the MTA are delayed or do not occur, we may be required to incur the 364-day secured bridge facility under the Debt Financing or other additional indebtedness to pay the cash portion of the Merger Consideration, repay our, and certain of Caesars’ and its subsidiaries’, outstanding debt and/or pay transaction fees and expenses related thereto, which could have an adverse impact on the business, financial condition and results of operations of the combined company following the Merger.

The consummation of the Merger is not conditioned on our ability to obtain financing or the consummation of the transactions contemplated by the MTA. If we are unable to obtain funding contemplated by the A&R Commitment Letter from our financing sources for the cash required in connection with the Merger, we may be compelled to specifically perform our obligations to consummate the Merger or could otherwise be subject to claims under the Merger Agreement, each of which could have a material adverse effect on the Company.

Litigation challenging the Merger could delay or prevent the consummation of the Merger.

One of the conditions to the Merger is that no law, statute, rule, regulation, ordinance, code, ruling, subpoena, order, writ, injunction, decree, judgment, ruling, determination, directive, award or settlement issued by a governmental entity (including any gaming authority) shall have been adopted, promulgated or issued that would prohibit, restrain, enjoin or render unlawful the consummation of the Merger or the Share Issuance. Eight complaints have been filed challenging the Merger. Seven of the complaints generally assert claims under Sections 14(a) and 20(a) of the Exchange Act challenging the adequacy of certain disclosures made in the version of this joint proxy statement/prospectus filed with the SEC on September 3, 2019. Those complaints seek, among other relief, an injunction preventing consummation of the Merger, damages in the event that the Merger is consummated and attorneys’ fees. The eighth complaint, filed in Nevada state court, asserts claims for breach of fiduciary duty by, among other things, approving the Merger at an unfair price and disseminating materially misleading information in connection with the Merger. The parties to the litigation have an agreement in principle to settle the claims. However, there can be no assurances that the claims will be settled on the expected terms or at all. There can be no assurance that additional claims will not be filed by our stockholders, or stockholders of Caesars, seeking damages relating to, or otherwise challenging, the Merger. If the plaintiffs in any such action secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting ours and Caesars’ ability to consummate the Merger, then such injunctive or other relief may prevent the Merger from becoming effective within the expected time frame or at all. If consummation of the Merger is prevented or delayed, it could result in substantial costs to us. In addition, whether or not any plaintiff’s claim is successful, we could incur significant costs in connection with any such litigation, including costs associated with the indemnification of ours and Caesars’ directors and officers, and the attention and resources of the respective management of ours and Caesars could be diverted from the consummation of the Merger and ongoing business activities, which could have an adverse effect on our business, financial condition and results of operations.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, could discourage a potential competing acquiror of ours from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay Caesars a termination fee.

The Merger Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a competing proposal, engage, continue or otherwise participate in any substantive discussions or negotiations regarding, or furnish any non-public information to any person in connection with or for the purpose of encouraging or facilitating, a competing proposal.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative transaction with the Company from considering or proposing such a transaction.

If the Merger is not consummated, the price of our common stock and our future businesses and operations could be harmed.

If the Merger is not consummated, we will not have realized any of the potential benefits of the Merger having been consummated and may be subject to material risks, including:

The integration of the Company and Caesars following the Merger may present significant challenges. We cannot be sure that we will be able to realize the anticipated benefits of the Merger in the anticipated time frame or at all.

Our ability to realize the anticipated benefits of the Merger will depend, to a large extent, on our ability to integrate Caesars’ businesses into the Company in the anticipated time frame or at all. We may face significant challenges in combining Caesars’ operations into our operations in a timely and efficient manner. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, we will be required to devote significant management attention and resources to integrating the business practices and operations of Caesars into those of the Company. The integration process may disrupt the businesses and, if implemented ineffectively or inefficiently, would preclude realization of the full benefits expected by us and Caesars. The failure to successfully integrate Caesars into the Company and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the business of the Company, which may have the effect of depressing the market price of our common stock following the Merger.

We may be unable to realize anticipated synergies or may incur additional costs.

We expect to realize cost synergies and savings from the elimination of overlapping functions of Caesars and the Company, reduction of third party professional services and consulting expenses, and other targeted efficiencies. We further anticipate to benefit from revenue synergies. However, we will be required to incur costs, including severance and related expenses, to realize the anticipated synergies. In addition, the amount of synergies realized after consummation of the Merger may be reduced from anticipated levels as a result of cost reduction programs that have been implemented, or may be implemented, by Caesars prior to consummation of the Merger, including Caesars’ previously announced cost saving initiatives which Caesars expects to result in annualized cost savings of at least $75 million. While our management believes the combined company will benefit from synergies, we may be unable to realize all of these synergies within the time frame expected or at all. In addition, we may incur additional or unexpected costs in order to realize these synergies.

Unanticipated costs relating to the Merger could reduce our future earnings per share.

We believe that we have reasonably estimated the likely incremental costs of the combined operations of the Company and Caesars following the Merger. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as unanticipated costs to integrate the two businesses or increased personnel costs, as well as other types of unanticipated adverse developments, could have an adverse effect on the business, financial condition and results of operations of the combined company following the Merger. In addition, if actual costs are materially different than expected costs, the Merger could have a significant dilutive effect on our earnings.

We will have a substantial amount of debt outstanding following the Merger and may incur additional indebtedness in the future, which could restrict our ability to pay dividends and fund working capital and planned capital expenditures.

We expect to enter into the Debt Financing in order to consummate the Merger and refinance our existing syndicated bank credit facilities and senior notes, and a portion of Caesars’ and its subsidiaries’ outstanding indebtedness will remain outstanding following the consummation of the Merger. As a result, we will have a significant amount of additional indebtedness outstanding following the consummation of the Merger. In addition, we expect to have the ability to incur additional debt under our anticipated $1.0 billion revolving credit facility and Caesars Resorts Collection, LLC’s existing $1.0 billion revolving credit facility. We also continually evaluate alternative financing structures and amounts based on our needs and capital markets conditions. We may be required to incur indebtedness under the 364-day secured bridge facility provided under the Debt Financing or other additional indebtedness to finance the Merger Consideration if the transactions contemplated by the MTA or the previously announced sales of certain of our properties are not consummated prior to or in connection with the consummation of the Merger. This amount of leverage could have important consequences, including:

Future interest expense will be significantly higher than historic interest expense as a result of higher levels of indebtedness incurred to consummate the Merger. Our ability to make payments on our debt and potential to pay dividends on our common stock, which we have not historically done, will depend on our ability to generate cash in the future, which will depend on many factors beyond our control. We cannot assure you that:

If we cannot generate sufficient cash from our operations to meet our debt service obligations, we may need to reduce or delay capital expenditures, the development of our business generally and any acquisitions. If we become unable to meet our debt service and repayment obligations (or those of our subsidiaries following the Merger), we (or our applicable subsidiaries) would be in default under the terms of the applicable credit agreement or indenture, which would allow our lenders or noteholders to declare all outstanding indebtedness thereunder to be due and payable and terminate any commitments to lend thereunder. If the amounts outstanding under our (or our subsidiaries’) credit facilities or indentures were to be accelerated, we cannot assure you that our (or our subsidiaries’) assets would be sufficient to repay in full the money owed.

Following consummation of the Merger and the transactions contemplated by the MTA, we and our subsidiaries will be required to pay a significant portion of our cash flow from operations to third parties pursuant to leasing and related arrangements.

The Company and Caesars currently lease certain parcels of land on which several of their respective properties are located and, pursuant to the terms of MTA, are expected to enter into leases with VICI with respect to parcels of land on which Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City are located and will increase the lease rate on an existing lease agreement between a subsidiary of Caesars and VICI, which will require our subsidiaries that are parties to such leases to apply a significant amount of their cash flow to required rental payments. These leases also are expected to require certain levels of capital expenditures to be made on the properties leased under these leases on an ongoing basis. As a result of the obligation to pay rent and make capital expenditures under the new and existing leases, the ability of the combined company to fund its operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. For example, the obligations under these lease agreements may:

In addition, the annual rent escalations under these lease agreements will continue to apply regardless of the amount of cash flows generated by the properties that are subject to these lease agreements. Accordingly, if the cash flows generated by such properties decrease, or do not increase at the same rate as the rent escalations, the rents payable under these lease agreements could comprise a higher percentage of the cash flows generated by the applicable entity, which could exacerbate, perhaps materially, the issues described above. Any of the above listed factors could have an adverse effect on the combined company’s business, financial condition and results of operations.

Moreover, if the combined company were to default on any one or more of these lease agreements, the applicable lessors could terminate the affected leases and we could lose possession of the land leased under the affected leases and any improvements on that land, including the hotels and casinos. A termination of these lease agreements could result in a default under the Company’s (or its subsidiaries’) applicable credit agreements, which would allow its lenders to declare all outstanding borrowings to be due and payable and terminate any commitments thereunder, and could have a material adverse effect on the combined company’s business, financial condition and results of operations.

The guaranties to be entered into by us in connection with the existing and new leases with VICI will include covenants that may restrict our ability to pay dividends and repurchase our shares following the Merger.

We will guaranty the obligations of our subsidiaries under the existing and new leases with VICI pursuant to which our subsidiaries will lease certain parcels of land on which several of their respective properties are located. These guaranties will include covenants, which, among other things, may restrict our ability to pay dividends or repurchase our shares if our market capitalization is less than $5.5 billion, and may restrict our ability to make non-cash dividends, in each case, following the Merger.

Delay or failure to consummate the sale of our properties previously announced by us may require us to incur additional debt to pay the cash portion of the Merger Consideration or to repay our outstanding indebtedness or otherwise adversely impact the business, financial condition and results of operations of the combined company following the Merger.

On July 10, 2019, we entered into an agreement to sell Isle of Capri Casino Kansas City and Lady Luck Casino Vicksburg for aggregate consideration of $230.0 million, subject to certain adjustments. The consummation of the transaction is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, the accuracy of the parties’ representations and warranties, compliance with covenants, delivery of certain closing deliverables and the absence of any governmental order or action seeking to prohibit the consummation of the transaction. Although we expect such sale transaction to be consummated prior to consummation of the Merger, there can be no assurance as to the timing of the closing of such sales or that the closings will occur on the terms set forth in the purchase agreements relating to the sales, or at all. In the event that the closing of either sale is delayed or does not occur, we may be required to incur the 364-day secured bridge facility under the Debt Financing or other additional indebtedness to pay the cash portion of the Merger Consideration, to repay our, and certain of Caesars’ and its subsidiaries’, outstanding debt and/or to pay transaction fees and expenses related thereto, which could adversely impact the business, financial condition and results of operations of the combined company following the Merger.

On September 26, 2019, ERI and VICI entered into the Real Estate Purchase Agreements for the sale of Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City for aggregate consideration of approximately $1.8 billion, subject to satisfaction of customary conditions, including receipt of required regulatory approvals. In the event that the closing of any of the sales is delayed or does not occur within a certain timeframe, we may be required to incur the 364-day secured bridge facility under the Debt Financing or other additional indebtedness to pay the cash portion of the Merger Consideration, to repay our, and certain of Caesars’ and its subsidiaries, outstanding debt and/or to pay transaction fees and expenses related thereto, which could adversely impact the business, financial condition and results of operations of the combined company following the Merger.

On January 13, 2020, we entered into a definitive agreement to sell Eldorado Resort Casino Shreveport for cash consideration of approximately $230 million, subject to certain adjustments. The consummation of the transaction is subject to receipt of required regulatory approvals, the prior or concurrent closing of the Merger and other customary conditions.

A substantial amount of Caesars’ net operating loss carryforwards may be used as a result of transactions relating to the Merger, and ERI’s ability to use any remaining net operating loss carryforwards may become limited as a result of the Merger.

As of December 31, 2018, Caesars reported approximately $2.6 billion of net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes. Certain transactions relating to the Merger will give rise to taxable income for Caesars and, depending on the tax treatment of certain of those transactions, such taxable income may be substantial. While we expect that any such taxable income would be offset by the NOL carryforwards, if taxable income is greater than expected, the associated reduction in Caesars’ NOL carryforwards may result in the U.S. federal income taxes payable by the combined company following the Merger being greater than expected. Additionally, under Section 382 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs (and certain other tax attributes) to offset its post-change income may be limited. In the event the Merger causes an ownership change with respect to Caesars on the effective date of the Merger, Section 382 of the Code would apply to limit ERI’s use of any NOLs remaining after the effective date of the Merger. In addition, if there is an ownership change of Caesars as a result of the Merger and recently proposed regulations are applicable to that ownership change, the combined company’s ability to utilize Caesars’ NOLs may be more severely limited than would be the case under existing rules. If certain updates to the proposed regulations apply, it is not expected that the proposed regulations would be applicable to the Merger.

~~We have significant~~Our obligations under our indebtedness and Master Lease are significant.

As of December 31, ~~2017,~~2019, we ~~and our restricted subsidiaries~~ had ~~$2.2~~$2.6 billion of total indebtedness outstanding consisting of ~~$956.8~~ $498.8million outstanding under our term loan facility (the “~~New~~ Term Loan Facility” or ~~“New Term~~ “Term Loan”), $600 million in aggregate principal amount of outstanding 6.0% senior notes due 2026 (the “6% Senior Notes due 2026”), $875.0 million in aggregate principal amount of outstanding 6.0% senior notes due 2025 (the “6% Senior ~~Notes”~~Notes due 2025”) ~~and~~, $375.0 million in aggregate principal amount of outstanding 7.0% senior notes due 2023 (the “7% Senior ~~Notes”~~Notes due 2023”) and $246.0 million of principal outstanding under our loan to fund the $246 million purchase of the real estate underlying Lumière (“Lumière Loan”). As of December 31, ~~2017,~~2019, we had no ~~borrowings~~ outstanding balance under our ~~$300.0~~$500.0 million revolving credit facility (the ~~“New Revolving~~“Revolving Credit Facility” and, together with the ~~New~~ Term Loan, the ~~“New Credit~~“Credit Facility”). ~~This indebtedness~~In addition, our annual rent payment under the Master Lease is at least $88.9million and is subject to annual escalation. These financial obligations may have important negative consequences for us, including:

~~restricting our and our wholly-owned subsidiaries~~Future interest expense will be significantly higher than historic interest expense as a result of higher levels of indebtedness incurred to consummate the Merger. Our ability to make ~~dividend~~ payments on our debt and ~~other payments;~~

Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial ~~indebtedness~~indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, and may enter into financing obligations similar to the Master Lease in the future. As of December 31, ~~2017,~~2019, we had ~~$291.6~~ $482.0million of borrowing capacity, after consideration of ~~$8.4~~$18.0 million in outstanding letters of credit, under our ~~New~~ Credit Facility. Our existing debt agreements currently permit, and we expect that agreements governing debt that we incur in the future will permit, us to incur certain other additional secured and unsecured debt. Further, we may incur other liabilities that do not constitute indebtedness. The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future.

The LIBOR calculation method may change and LIBOR is expected to be phased out after 2021.

Our credit facility calculates interest on the outstanding principal balance using LIBOR. On July 27, 2017, the United Kingdom Financial Conduct Authority (the “FCA”) announced it would phase out LIBOR as a benchmark by the end of 2021. In the meantime, actions by the FCA, other regulators or law enforcement agencies may result in changes to the method by which LIBOR is calculated. At this time, it is not possible to predict the effect on our financial condition, results of operations and cash flows of any such changes or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.

We may not be able to generate sufficient cash to service all of our indebtedness and pay rent under the Master Lease and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be ~~successful~~successful.

Our ability to satisfy our rent obligations under the Master Lease and make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay rent under the Master Lease and the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service and rent obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and rent obligations. If our operating results and available cash are insufficient to meet our debt service and rent obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the agreements governing our existing debt restrict sales of assets and limit the use of the proceeds from any ~~disposition;~~disposition and our Master Lease limits our ability to dispose of leased properties; as a result, we may not be allowed, under these documents, to dispose of certain of our properties and use proceeds from such dispositions to satisfy all current debt service obligations.

The agreements governing our debt and the Master Lease impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business ~~opportunities~~opportunities.

The agreements governing our existing debt impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

In addition, the credit agreement governing the ~~New~~ Credit Facility contains certain financial covenants, including minimum interest coverage ratio and maximum total leverage ratio covenants.

As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.

A failure to comply with the covenants contained in the agreements governing our existing or future indebtedness could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations. If our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all.

In addition, our Master Lease imposes restrictions on the business activities of the tenant, including restrictions on transfers of leased properties, requirements to make minimum specified levels of capital expenditures and limitations on the operation of the leased properties. The Master Lease also restricts payments of dividends if the tenant does not meet the specified minimum adjusted revenue to rent ratio.

The market price of our common stock could fluctuate ~~significantly~~significantly.

The U.S. securities markets in general have experienced significant price fluctuations in recent years. The market price of our common stock may be volatile and subject to wide fluctuations. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. Some of the factors that could cause fluctuations in, or have a material adverse effect on, the stock price or trading volume of our common stock include:

We cannot assure you that the stock price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to our performance. If the market price of our common stock fluctuates significantly, we may become the subject of securities class action litigation which may result in substantial costs and a diversion of management’s attention and resources.

We have not historically paid dividends and may not pay dividends in the ~~future~~future.

We do not currently expect to pay dividends on ~~its~~our common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon among other factors, our earnings, cash requirements, financial condition, requirements to comply with the covenants under ~~its~~our debt instruments, legal considerations, and other factors that our board of directors deems relevant. In addition, the agreements governing our indebtedness restrict its ability to pay dividends. If we do not pay dividends, then the return on an investment in ~~its~~our common stock will depend entirely upon any future appreciation in ~~its~~our stock price. There is no guarantee that our common stock will appreciate in value or maintain its value.

Information relating to the location and general characteristics of our properties is provided in Part I, Item I, Business, Properties.

As of December 31, ~~2017,~~2019, our facilities ~~are~~ located on property that we own or lease, were as follows:

We own additional property and have various property leases and options to either lease or purchase property that are not directly related to our existing operations and that may be utilized in the future in connection with expansion projects at our existing facilities or development of new projects.

Substantially all of our assets are pledged to secure our outstanding indebtedness under the senior notes and credit obligations.

We are parties to various legal proceedings. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Eight putative class action lawsuits have been filed in connection with the Merger. The Company has been named as a party in three of such actions: Cazer v. Caesars Entertainment Corp., et al, Civil Action No. A-19-801900-C, Eighth Judicial District Court Clark County, Nevada (9/13/2019), Gershman v. Caesars Entertainment Corp., et al, Civil Action No 1:19-cv-01720-UNA, United States District Court for the District of Delaware (9/12/2019), and Palkon v. Caesars Entertainment Corp., et al, Civil Action No. 1:19-cv-01679-UNA, United States District Court for the District of Delaware (9/9/2019). In general, the complaints assert claims under sections 14(a), 20(a) and Rule 14a-9 of the Securities Exchange Act of 1934 challenging the adequacy of certain disclosures in the joint proxy statement/prospectus filed in connection with the Merger. In addition, one of the complaints alleges state law breach of fiduciary duty claims against the Caesars directors. The complaints seek, among other relief, an injunction preventing consummation of the Merger, damages in the event that the Merger is consummated and attorneys’ fees. The parties to the litigation have an agreement in principle to settle the claims. However, there can be no assurances that the claims will be settled on the expected terms or at all.

On September 23, 2019, the Company and certain of its officers were named as defendants in a putative class action complaint filed in the United States District Court for the District of New Jersey and captioned as Elberts v. Eldorado Resorts, Inc., Case No. 2:19-cv-18230-SRC-CLW. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated under the Securities Exchange Act of 1934. The complaint alleges that the Company made material misstatements and/or omissions during the period from March 1, 2019 through September 2, 2019. The allegations relate to disclosure concerning the subpoenas that certain of the Company’s directors and officers received from the SEC, which have been previously disclosed in the proxy statement/prospectus filed by the Company relating to the pending transaction with Caesars. The SEC investigation is ongoing. The complaint seeks unspecified damages on behalf of all persons and entities who purchased the Company’s securities during the period from March 1, 2019 through September 2, 2019. The Boston Retirement System has been named as the lead plaintiff. The Company intends to vigorously defend itself against these claims.

In addition, we are a party to various legal and administrative proceedings, which have arisen in the normal course of our business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. In addition, we maintain what we believe is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact our consolidated financial condition or results of operations. Further, no assurance can be given that the amount of scope of existing insurance coverage will be sufficient to cover losses arising from such matter.

Our Common Stock is quoted on the NASDAQ Global Select Market under the symbol “ERI”. On February ~~23, 2018,~~24, 2020, the NASDAQ Official Closing Price for our common stock was ~~$33.55.~~$62.99. As of February ~~23, 2018,~~24, 2020, there were approximately ~~568~~267 holders of record of our common stock.

We have not paid any cash dividends on our common stock. We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future. Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions. In addition, our senior secured credit facility and senior notes restrict, among other things, our ability to pay dividends. In addition, the Master Lease prohibits, and future financing arrangements may prohibit, the payment of dividends under certain conditions. For further information relating to our and our subsidiaries’ dividend policies, see Part II, Item 7, Liquidity and Capital Resources, included in this report.

~~The following table sets forth the range of high and low closing sale prices for our common stock for two most recent fiscal years.~~

The following table sets forth information as of December 31, ~~2017,~~2019, with respect to compensation plans under which equity securities that we have authorized for issuance.

The Eldorado Resorts, Inc. 2015 Equity Incentive Plan, as amended on June 24, 2019, the Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long Term Incentive Plan and the MTR Gaming Group, Inc. 2010 Long Term Incentive Plan were approved by stockholders. No future equity awards will be made pursuant to the Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long Term Incentive Plan and the MTR Gaming Group, Inc. 2010 Long Term Incentive Plan. However, outstanding awards granted under the acquired plans will continue unaffected.

In November 2018, the Company’s board of directors authorized a common stock repurchase program of up to $150 million of stock (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program.

The Company acquired 223,823 shares of common stock at an aggregate value of $9.1 million and an average of $40.80 per share during the fourth quarter of 2018. No shares were acquired in 2019.

The following graph demonstrates a comparison of cumulative total returns of the Company, the NASDAQ Market Index (which is considered to be a broad index) and the Dow Jones US Gambling Index for the period since our common stock began trading on September 22, 2014. The following graph assumes $100 invested in each of the above groups and the reinvestment of dividends, if applicable.

Past stock price performance is not necessarily indicative of future results. The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein.

The following table sets forth selected consolidated financial data of the Company as of and for each of the five years ended December 31, ~~2017.~~2019. This information should be read in conjunction with “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto contained elsewhere in this Annual Report on Form 10-K. ~~Operating~~The historical operating results for the periods presented below are not necessarily indicative of the results ~~that may~~of operations to be expected ~~for~~in future years.

The presentation of information herein ~~for~~is not fully comparable because (1) periods prior to our acquisitions of ~~the Reno properties, MTR and Isle are not fully comparable because the results of operations for Isle,~~ Circus Reno, Silver Legacy, Isle, Elgin and ~~MTR Gaming~~Tropicana are not included for periods prior to ~~such acquisitions~~the respective acquisition dates and ~~the results of operations of the Silver Legacy Joint Venture were not consolidated prior~~(2) periods subsequent to our ~~acquisition~~divestitures of Presque, Nemacolin, Mountaineer, Cape Girardeau and Caruthersville are not included for periods subsequent to the ~~Reno properties (see Note 1 below).~~respective divestiture dates.

Year Ended December 31,

2017

2016

2015

2014

2013

Consolidated Statement of Operations Data:

Net operating revenues

$

1,473,504

$

892,896

$

719,784

$

361,823

$

247,186

Operating income

94,869

89,118

72,516

17,555

22,582

Net (loss) income before income taxes (1)

(43,330
)

38,046

44,603

(12,554
)

18,897

Net income (loss)

73,940

24,802

114,183

(14,322
)

18,897

Less: Net loss attributable to non-controlling interest (2)

—

—

—

(103
)

—

Net income (loss) attributable to the Company (2)

$

73,940

$

24,802

$

114,183

$

(14,425
)

$

18,897

Basic net income (loss) per common share

$

1.10

$

0.53

$

2.45

$

(0.48
)

$

0.81

Diluted net income (loss) per common share

$

1.09

$

0.52

$

2.43

$

(0.48
)

$

0.81

	Year Ended December 31,
	2019 (2)		2018 (2)		2017 (2)			2016 (2)		2015 (2)
Consolidated Statement of Operations Data:
Net operating revenues	$	2,528,249	$	2,056,007	$	1,480,798		$	900,465	$	724,345

Operating income		409,973		310,103		94,810			88,700		72,621

Net income (loss) before income taxes		124,978		135,622		(43,389	)		37,628		44,708

Net income		81,001		95,235		73,380			24,527		114,246

Basic net income per common share	$	1.04	$	1.23	$	1.09		$	0.52	$	2.45
Diluted net income per common share	$	1.03	$	1.22	$	1.08		$	0.51	$	2.43

The following events and transactions affect the year-to-year comparability of the selected financial data presented above:

You should read the following discussion together with the financial statements, including the related notes and the other financial information, contained in this Annual Report on Form 10-K.

We are a geographically diversified gaming and hospitality company ~~owning and operating 20~~with 23 gaming facilities in ~~10 states.~~11 states as of December 31, 2019. Our properties, which are located in Ohio, Louisiana, Nevada, ~~Pennsylvania, West Virginia,~~New Jersey, Colorado, Florida, Iowa, Mississippi, Illinois, Indiana and Missouri, feature approximately ~~21,000~~23,900 slot machines and video lottery terminals (“VLTs”), and e-tables, approximately ~~600~~660 table games and ~~over 7,000~~approximately 11,300 hotel rooms. Our primary source of revenue is generated by gaming operations, and we utilize our hotels, restaurants, bars, entertainment, racing, sportsbooks, retail shops and other services to attract customers to our properties.

We were founded in 1973 by the Carano ~~Family~~family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International ~~on the~~to build Silver Legacy Resort Casino (“Silver Legacy”), the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we ~~acquired~~purchased a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, we merged with MTR Gaming Group, Inc. and acquired its three gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, we acquired Circus Circus Reno (“Circus Reno”) and the 50% membership interest in the Silver Legacy that was owned by MGM Resorts International.

On May 1, 2017, we completed our most recent – and largest - acquisition to date when we acquired Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding another 13 gaming properties to our portfolio.

~~Throughout the year ended December 31, 2017, we owned and operated the following properties:~~

~~In addition, on May 1, 2017, we consummated our acquisition of Isle of Capri Casinos, Inc. and acquired the following properties:~~

In addition, Scioto Downs, through its subsidiary RacelineBet, Inc., also operates Racelinebet.com, a national account wagering service that offers online and telephone wagering on horse races as a marketing affiliate of TwinSpires.com, an affiliate of Churchill Downs, Inc.

On May 1, 2017, we completed our acquisition of Isle of Capri Casinos, Inc. ~~pursuant~~(“Isle” or “Isle of Capri”), adding 13 gaming properties to our portfolio. On August 7, 2018, we acquired theElgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) (“Elgin Acquisition”). On October 1, 2018, we completed our acquisition of Tropicana Entertainment, Inc. (“Tropicana”), adding seven properties to our portfolio (the “Tropicana Acquisition”).

On January 11, 2019 and March 8, 2019, respectively, we completed our sales of Presque Isle Downs & Casino (“Presque”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania. On December 6, 2019 we closed on our sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in West Virginia and Cape Girardeau and Caruthersville are located in Missouri.

On June 24, 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of ~~September 19, 2016~~August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Isle of Capri Casinos, Inc., a Delaware corporation, Eagle I Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary, and Eagle II Acquisition Company LLC, a Delaware limited liability company and our wholly-owned subsidiary. As a result of the acquisition of Isle, Isle becameCaesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of ~~ours~~ the Company will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of the Company (“the Merger”). In connection with the execution of the Merger Agreement, the Company also entered into a Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to which, among other things, the Company has agreed to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA. Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including anti-trust and regulatory approvals. The Company expects that the Merger will be consummated in the first half of 2020.

We own 18 of our casinos and lease five casinos that are subject to a master lease with GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc. (“GLPI”), that we entered into in connection with the Tropicana Acquisition on October 1, 2018 (the “Master Lease”). (See full description under “Master Lease”).

On June 24, 2019, we entered into the Merger Agreement with Caesars. On the terms and subject to the conditions set forth in the Merger Agreement, the aggregate consideration paid by the Company in respect of outstanding shares of common stock of Caesars will be (a) and, amount of cash equal to (i) the sum of (A) $8.40 plus (B) if the applicable closing conditions set forth in the Merger Agreement are not satisfied by March 25, 2020, an amount equal to $0.003333 for each day from March 25, 2020 until the closing date of the Merger, multiplied by (ii) a number of shares of Caesars common stock equal to (A) 682,161,838 (which includes 8,271,660 shares being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which shares are not entitled to vote) plus (B) the number of shares of Caesars common stock (the “Aggregate Caesars Share Amount”) issued after June 24, 2019 and prior to the effective time of the ~~acquisition~~Merger pursuant to the exercise of ~~Isle, each~~certain equity awards issued under Caesars stock plans or conversion of Caesars’ outstanding convertible notes and (b) a number of shares of ERI common stock equal to 0.0899 multiplied by the Aggregate Caesars Share Amount (such amount per share of ~~Isle~~Caesars common stock, the “Merger Consideration”). Based on the number of shares of ERI and Caesars outstanding as of December 31, 2019, following the consummation of the Merger (assuming that all Caesars convertible notes are converted immediately following consummation of the Merger into ~~the right to receive $23.00~~$8.40 in cash ~~or 1.638~~(plus any cash constituting Merger Consideration that may become payable after March 25, 2020) and 0.0899 shares of ~~our~~ common stock atof Eldorado for each share of Caesars common stock into which such Caesars convertible notes were convertible immediately prior to the ~~election~~Merger), Eldorado stockholders and former Caesars stockholders will hold approximately 50.5% and 49.5%, respectively, of the ~~applicable Isle shareholder~~combined company's outstanding shares of common stock.

The Merger Agreement contains customary representations and warranties by each of Caesars and Eldorado, and each party has agreed to customary covenants.

The Merger Agreement also contains termination rights for each of Caesars and Eldorado under certain circumstances. If the Merger Agreement is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Caesars in favor of the Merger, entry by Caesars into an alternative transaction or in certain circumstances following the failure of Caesars stockholders to approve the Merger, Caesars will be required to pay Eldorado a termination fee of approximately $418.4 million. The Merger Agreement provides that if it is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Eldorado in favor of the issuance of shares of Eldorado common stock in the Merger or in certain circumstances following the failure of Eldorado stockholders to approve such issuance, then Eldorado will be required to pay Caesars a termination fee of approximately $154.9 million. It also provides that each party will be obligated to reimburse the other party’s expenses for an amount not to exceed $50.0 million if the Merger Agreement is terminated because of the failure to obtain the required approval of such party’s stockholders (creditable against any termination fee that may subsequently be paid by such party). The Merger Agreement also provides that Eldorado will be obligated to pay a termination fee of approximately $836.8 million to Caesars if the Merger Agreement is terminated (i) due to a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins the consummation of the transactions, (ii) because the required regulatory approvals were not obtained prior to June 24, 2020 (subject to extension to a date no later than December 24, 2020 pursuant to the Merger Agreement) or (iii) due to Eldorado willfully and materially breaching certain obligations with respect to the actions required to be taken by Eldorado to obtain required antitrust approvals.

Consummation of the Merger is subject to ~~proration such that~~the satisfaction or waiver of certain conditions, including, among others, (1) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and receipt of required gaming approvals, (2) the absence of any governmental order or law prohibiting the consummation of the Merger, (3) adoption of the Merger Agreement by holders of a majority of the outstanding shares of ~~Isle~~Caesars common stock, ~~were exchanged for aggregate consideration comprised~~(4) the approval of ~~58% cash, or $552.0 million, and 42%~~the issuance of ~~our~~shares of Eldorado common stock in the Merger, (5) the effectiveness of the registration statement for Eldorado common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (6) absence of a material adverse effect on the other party, (7) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (8) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (9) conversion or ~~28.5 million newly issued~~certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible senior notes due 2024. Caesars’ stockholders adopted the Merger Agreement, and the Company’s stockholders approved the issues of shares of ~~our~~Eldorado common ~~stock. The total purchase consideration was $1.93 billion.~~stock in the Merger, at separate special meetings of stockholders on November 15, 2019. In addition, on November 27, 2019, Caesars entered into certain amendments with respect to Caesars’ 5.00% convertible senior notes due 2024.

In connection with ~~our acquisition~~execution of ~~Isle,~~the Merger Agreement, on June 24, 2019, we ~~completed~~entered into a debt financing ~~transaction comprised of: (a)~~commitment letter (the “Initial Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC (the “Initial Commitment Parties”). On July 19, 2019, the Company entered into an amended and restated commitment letter (as amended, the “A&R Commitment Letter”) and related fee letters, which amended and restated the Initial Commitment Letter and related fee letters in their entirety to, among other things, add additional arrangers and lenders, including Bank of America, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank USA, SunTrust Bank, SunTrust Robinson Humphrey, Inc., U.S. Bank National Association, KeyBank National Association, KeyBanc Capital Markets Inc., Fifth Third Bank, and Citizens Bank, National Association (together with the Initial Commitment Parties, collectively, the “Commitment Parties”). Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide (i) the Company with: (w) a $1,000.0 million senior secured ~~credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii)~~ revolving credit facility, ~~of $300.0~~(x) a $3,000.0 million senior secured term loan B facility, (y) a $3,250.0 million senior secured 364-day bridge facility and ~~(b) $375.0~~(z) a $1,800.0 million of senior unsecured ~~notes.~~bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). The proceeds of ~~such borrowings were~~the Debt Financing will be used (a) to pay ~~the cash~~all or a portion of the cash consideration payable in the ~~acquisition of Isle,~~Merger, (b) to refinance all of ~~Isle’s~~our existing syndicated bank credit facilities ~~redeem or otherwise repurchase all~~and outstanding senior notes, (c) to refinance certain of ~~Isle’s senior~~Caesars’ and ~~senior subordinated notes, refinance our~~its subsidiaries’ existing ~~credit facility and~~debt, (d) to pay transaction fees and expenses related to the Merger and related transactions and (e) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions including the substantially concurrent closing of the Merger.

On July 19, 2019, the Company entered into a commitment and engagement letter (as amended, the “Increase Commitment Letter”) and related fee letters to, if elected by the Company, increase the total size of the Debt Financing, including an increase to the senior secured term loan B facility to be arranged on a commercially reasonable efforts basis by the Commitment Parties in an amount to be agreed upon by the parties and an increase to the revolving credit facility by $830.0 million, the proceeds of which, if the Company elects to incur such financing, may be used to refinance certain existing indebtedness of Caesars Resort Collection, LLC and its subsidiaries and for working capital and general corporate purposes upon consummation of the Merger. The Increase Commitment Letter and a related engagement letter also contemplate the possibility of new senior secured and/or senior unsecured notes to be issued by the Company.

In connection with the execution of the Merger Agreement, on June 24, 2019, we entered into a Master Transaction Agreement (the “MTA”) with VICI, pursuant to which, among other things, we have agreed, subject to the consummation of the Merger and the other applicable conditions set forth therein and in any related documents, (i) through one or more of our subsidiaries (after giving effect to the Merger) to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, (ii) through one or more of our subsidiaries (after giving effect to the Merger) to amend the CPLV Lease, the Non-CPLV Lease and the Joliet Lease (each as defined in the MTA) in accordance with the terms of the MTA and receive certain consideration from VICI or its affiliates in respect thereof, (iii) to provide a guaranty in respect of each of the CPLV Lease, the Non-CPLV Lease and the Joliet Lease in accordance with the terms of the MTA, (iv) to enter into (or cause our subsidiaries (after giving effect to the Merger) to enter into) certain right of first refusal agreements and a put-call right agreement in accordance with the terms of the MTA and (v) to undertake certain related transactions in connection with or related to the foregoing. We expect to apply the proceeds of the VICI transactions to pay a portion of the cash consideration payable in the Merger and transaction expenses associated with the Merger and related transactions.

On September 26, 2019, the Company and VICI entered into definitive Purchase and Sale Agreements to effect the purchase and sale of Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City in connection with the transactions described in clause (i) of the preceding paragraph.

We expect that the Merger and related transactions will be consummated in the first half of 2020.

On October 1, 2018, we acquired Tropicana in a cash transaction valued at $1.9 billion. At the closing of the transaction Tropicana became a wholly-owned subsidiary of ours. Immediately prior to our acquisition, Tropicana sold Tropicana Aruba Resort and GLP Capital, L.P., a wholly-owned subsidiary of GLPI, acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu and Lumière, for approximately $964 million. We acquired the real estate underlying Lumière for $246 million with the proceeds of a $246 million loan from GLPI. We funded the remaining consideration payable with our cash on hand and cash on hand at Tropicana, borrowings under our revolving credit facility and proceeds from our offering of $600 million of 6.0% senior notes due 2026. In addition, our borrowing capacity on our revolving credit facility increased from $300.0 million to $500.0 million effective October 1, 2018, and the maturity of the revolving credit facility was extended to October 1, 2023.

Substantially concurrently with the acquisition of the real estate portfolio by GLPI, we entered into a triple net master lease for the Tropicana properties acquired by GLPI with an initial term of 15 years, with renewals of up to 20 years at our option (“Master Lease”). Under the Master Lease, we are required to pay the following, among other things: lease payments to the underlying ground lessor for properties that are subject to ground leases, facility maintenance costs, all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties). The initial annual rent under the terms of the lease was approximately $87.6 million and is subject to annual escalation. We do not have the ability to terminate the obligations under the Master Lease prior to its expiration without GLPI’s consent.

In connection with the purchase of the real estate related to Lumière, GLPI, Tropicana St. Louis RE LLC, a wholly-owned subsidiary of ours (“Tropicana St. Louis RE”), and GLPI entered into a loan agreement, dated as of October 1, 2018 (the “Lumière Loan”), relating to a loan of $246 million by GLPI to Tropicana St. Louis RE to fund the purchase price of the real estate underlying Lumière. The Lumière Loan is guaranteed by us, bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% thereafter and matures on October 1, 2020. The Lumière Loan was secured by a first priority mortgage on the Lumière real estate that was released pursuant to its terms on October 1, 2019. In connection with the issuance of the Lumière Loan, we agreed to use our commercially reasonable efforts to transfer one or more of Elgin, Bettendorf, Waterloo, Lula, Vicksburg and Mountaineer or such other property or properties mutually acceptable to Tropicana St. Louis RE and GLPI, provided that the aggregate value of such property, individually or collectively, is at least $246 million (the “Replacement Property”), to GLPI with a simultaneous leaseback to us of such Replacement Property. In connection with such Replacement Property sale, (i) we and GLPI will enter into an amendment to the Master Lease to revise the economic terms to include the Replacement Property, (ii) GLPI, or one of its affiliates, will assume the Lumière Loan and Tropicana St. Louis RE’s obligations under the Lumière Loan in consideration of the acquisition of the Replacement Property and our Tropicana St. Louis RE’s obligations under the Lumière Loan will be deemed to have been satisfied and (iii) in the event the value of the Replacement Property is greater than the outstanding obligations of Tropicana St. Louis RE under the Lumière Loan, GLPI will pay Tropicana St. Louis RE the difference between the value of the Replacement Property and the amount of outstanding obligations under the Lumière Loan. If such Replacement Property transaction is not consummated prior to the maturity date of the Lumière Loan, other than as a result of certain failures to perform by GLPI, then the amounts outstanding will be paid in full and the rent under the Master Lease will automatically increase, subject to certain escalations.

On August 7, 2018, we completed the acquisition of the Grand Victoria Casino in Elgin, Illinois. We purchased Elgin for $328.8 million, including a working capital adjustment totaling $1.3 million. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

In September 2018, we entered into a 25-year agreement, which became effective January 2019, with William Hill PLC and William Hill US, its U.S. subsidiary (together, “William Hill”) pursuant to which we (i) granted to William Hill the right to conduct betting activities in retail channels and under our first skin and third skin for online channels with respect to our current and future properties located in the United States and the territories and possessions of the United States, including Puerto Rico and the U.S. Virgin Islands and (ii) agreed that William Hill will have the right to conduct real money online gaming activities utilizing our second skin available with respect to properties in such territory. Pursuant to the terms of the agreement, we received a 20% ownership interest in William Hill US valued at approximately $128.9 million as well as 13.4 million ordinary shares of William Hill PLC valued at approximately $27.3 million upon closing of the transaction in January 2019. The Company’s initial equity and the profit and losses attributable to William Hill US are in included in income (loss) from unconsolidated affiliates on the Consolidated Statements of Income. The amortization of deferred revenues associated with the Company’s equity interests totaled $5.4 million for the year ended December 31, 2019, and is included in corporate and other revenues and operating income. Additionally, we receive a profit share from the operations of betting and other gaming activities associated with the Company’s properties, which is included in other property revenues and operating income.

On February 28, 2018, we entered into definitive agreements to sell substantially all of the assets and liabilities of Presque and Vicksburg to Churchill Downs Incorporated (“CDI”). Under the terms of the agreements, CDI agreed to purchase Presque for cash consideration of approximately $178.9 million and Vicksburg for cash consideration of approximately $50.6 million, in each case subject to a customary working capital adjustment. In conjunction with the classification of Vicksburg’s operations as assets held for sale in 2018 as a result of the announced sale to CDI, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds.

The definitive agreements provided that the divestitures were subject to receipt of required regulatory approvals, termination of the waiting period under the HSR Act and other customary closing conditions, including, in the case of Presque, the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of ours. On May 7, 2018, we and CDI each received a Request for Additional Information and Documentary Materials, often referred to as a “Second Request,” from the Federal Trade Commission in connection with its review of the Vicksburg acquisition.

On July 6, 2018, in consideration of the time and expense needed to reply to the Second Request, the Company and CDI entered into a termination agreement and release pursuant to which the parties agreed to terminate the asset purchase agreement with respect to Vicksburg and to enter into an asset purchase agreement pursuant to which CDI would acquire and assume the rights and obligations to operate Nemacolin (the “Vicksburg Termination Agreement”). The Vicksburg Termination Agreement also provided that CDI would pay us a $5.0 million termination fee upon execution of a definitive agreement with respect to the Nemacolin transaction. On August 10, 2018, we entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI. Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million was recorded in the third quarter of 2018 due to the carrying value of the net property and equipment being sold exceeding the estimated net sales proceeds.

We completed the sale of Presque on January 11, 2019 and the sale of Nemacolin on March 8, 2019.

On June 17, 2019, the Company entered into definitive agreements to sell the real property relating to Mountaineer, Cape Girardeau, and Caruthersville to VICI for approximately $278 million and, immediately following the consummation of the sale such real property, sell all of the outstanding equity interests of Mountaineer, Caruthersville and Cape Girardeau to Century Casinos, Inc. for approximately $107 million, subject to a finalized working capital adjustment. The sales were consummated on December 6, 2019.

Prior to the closing date, the divestitures Mountaineer, Cape Girardeau and Caruthersville met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not meet the requirements for presentation as discontinued operations. Mountaineer was reported in the East segment and Cape Girardeau and Caruthersville were reported in Midwest segment.

The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to close in the first half of 2020.

Vicksburg andKansas City met the requirements for presentation as assets held for sale under generally accepted accounting principles as of December 31, 2019. However, they did not meet the requirements for presentation as discontinued operations and are included in income from continuing operations.

On January 13, 2020, we entered into a definitive agreement to sell Eldorado Resort Casino Shreveport for cash consideration of approximately $230 million, subject to a working capital adjustment.

The definitive agreement provides that the consummation of the sale is subject to receipt of required regulatory approvals, the prior or concurrent closing of the Merger and other customary conditions. The transaction is expected to close in 2020.

EldoradoShreveport met the requirements for presentation as assets held for sale under generally accepted accounting principles subsequent to the year ended December 31, 2019. However, it did not meet the requirements for presentation as discontinued operations and will be included in income from continuing operations.

The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of December 31, 2019:

The executive decision maker of our company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Our management views each of ~~its~~our properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. Prior to ~~our acquisition of~~the Isle Acquisition in 2017, our principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. ~~We aggregated our operations into three reportable segments based on~~Following the ~~similar characteristics of~~Isle Acquisition, the ~~operating segments within the regions in which they operated as follows:~~

~~Following our acquisition of Isle, our~~Company’s principal operating activities ~~expanded and now occur~~occurred in four geographic regions and reportable segments: West, Midwest, South and East. Following the Tropicana Acquisition and Elgin Acquisition in 2018, an additional segment, Central, was added increasing our reportable segments ~~based on the similar characteristics of the operating segments within the regions in which they operate. The following table summarizes our current segments:~~

The financial information included in this Item 7 for periods prior to our ~~acquisition~~acquisitions of Isle, ~~are those of ERI~~Elgin and ~~its subsidiaries. The presentation of information herein for periods prior to our acquisition of Isle~~Tropicana and after our ~~acquisition~~acquisitions of Isle, Elgin and Tropicana are not fully comparable because the results of operations for Isle, Elgin and Tropicana are not included for periods prior to ~~our acquisition~~May 1, 2017, August 7, 2018 and October 1, 2018, respectively. Additionally, the Company completed its sales of ~~Isle. Summary financial results~~Presque and Nemacolin on January 11, 2019 and March 8, 2019, respectively and sales of ~~Isle for the three~~Cape Girardeau, Caruthersville and ~~nine months ended January 22, 2017 are included in Isle’s Quarterly Report~~Mountaineer on Form 10-Q as filed with the Securities and Exchange Commission (‘‘SEC’’). In conjunction with our acquisition of Isle, Isle is no longer required to file quarterly and annual reports with the SEC, and terminated its registration on May 11, 2017.

~~The presentation of information herein for periods prior to and after~~ ~~our acquisition of the Reno properties~~ ~~are not fully comparable because the results of operations for Circus Reno are not included for periods prior to~~ ~~our acquisition of the Reno properties~~ ~~and the results of operations of the Silver Legacy Joint Venture were not consolidated prior to~~ ~~our acquisition of the Reno properties~~.December 6, 2019.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist in better understanding and evaluating our financial condition and results of operations. Our historical operating results may not be indicative of our future results of operations because of these factors and the changing competitive landscape in each of our markets, as well as by factors discussed elsewhere herein. We recommend that you read this MD&A in conjunction with our audited consolidated financial statements and the notes to those statements included in this Annual Report on Form 10-K.

Our primary source of revenue is generated by our gaming operations, but we use our hotels, restaurants, bars, entertainment, retail shops, racing, sportsbook offerings and other services to attract customers to our properties. Our operating results are highly dependent on the volume and quality of customers visiting and staying at our properties. Key performance metrics include volume indicators such as table games drop and slot handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. In addition, hotel occupancy and price per room designated by average daily rate (“ADR”) are key indicators for our hotel business. Our calculation of ADR consists of the average price of occupied rooms per day including the impact of resort fees and complimentary rooms. Complimentary room rates are determined based on an analysis of retail or cash rates for each customer segment and each type of room product to estimate complimentary rates which are consistent with retail rates. Complimentary rates are reviewed at least annually and on an interim basis if there are significant changes in market conditions. Complimentary rooms are treated as occupied rooms in our calculation of hotel occupancy.

The following summary highlights the significant factors impacting our financial results during the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~2017.

Transaction expenses related to our acquisition of Isle for legal, accounting, financial advisory services, severance, stock awards and other costs totaled $92.8 million and $8.6 million for the years ending December 31, 2017 and 2016, respectively.

~~In previous periods,~~ the operations of Lake Charles ~~have been~~were classified as discontinued operations and as an asset held for sale. As a result of the termination of the sale in the fourth quarter of 2017, Lake Charles iswas no longer classified as an asset held for sale and ~~accounted for~~ as discontinued ~~operations,~~operations.

Financing and ~~is included in our results of operations for the eight-month period from the date we acquired Isle through December 31, 2017.~~Lease Transactions

On September 13, 2017, we issued an additional $500 million in aggregate principal amount of 6% Senior Notes at an issue price equal to 105.5% of the principal amount. We used the proceeds of the offering to repay all of the outstanding borrowings under the new revolving credit facility totaling $78.0 million and used the remainder to repay outstanding borrowings totaling $444.5 million under the new term loan plus related accrued interest. We recognized a loss of $11.1 million as a result of the issuance of additional debt and retirement of existing debt.Deferred Revenue

Our West segment’s operations are subject to seasonal variation, with our lowest business volume generally occurring during the winter months. The northern Nevada region experienced record snowfall and severe weather conditions, including major snow storms during eleven of the fourteen weekends in the 2017 first quarter, making travel to Reno from northern California, our main feeder market, difficult or impossible due to road closures. As a result, there was a significant adverse effect on business levels, especially hotel occupancy and gaming volume, during the first quarter of 2017, and our operating performance for the year ended December 31, ~~2017~~2017.

All of our segments were negatively impacted by severe weather, including flooding, during the first half of 2019 compared to ~~2016.~~the same prior year period. Additionally, our South segment was negatively impacted during the third quarter of 2019 due to hurricane and tropical storm activity. Our West segment was also negatively impacted by disruption to our casino floor and hotel availability associated with renovation projects at our Black Hawk property during the construction period from January to June 2019.

Our master capital plan initiated in 2016 at Eldorado Reno, Silver Legacy and Circus Reno (the “Tri-Properties”) continued throughout 2017. As of December 31, 2017, we have completed upgrades to nearly 1,000 hotel rooms and suites, updated food and beverage operations across the facilities with eight new or redesigned restaurants, cafes or bars, renovated the Carnival Midway, created new public spaces in all three properties and opened a new poker room and sports book.

A 118-room Hampton Inn Hotel at Scioto Downs developed by a third party opened in March 2017 and since opening has driven visitation and spend at the property.

~~With~~As part of the ~~completion~~continuing evolution of the Reno tri-properties, we built a new 21,000 square foot spa at Silver Legacy which opened in early October 2018. We have substantially renovated every room at Circus Reno and completed the first phase of room renovations at Silver Legacy and Eldorado. We began the second phase of renovations of approximately 1,200 rooms at Silver Legacy and Eldorado in the third quarter of 2019. In Black Hawk we completed our ~~acquisition~~renovation of ~~Isle, we continue to evaluate capital improvement plans across the newly acquired properties and plan upgrades to more than 1,200~~all 402 hotel rooms and ~~add~~refresh of the casino floor in June 2019. In addition, our joint venture with Cordish continues to make progress on development plans of a ~~spa~~new, mixed-use entertainment and hospitality destination anchored by our Isle Casino Racing Pompano Park. At Tropicana Atlantic City, we opened an expansive, new sportsbook in the fourth quarter of 2018. Additionally, during 2019 we added sportsbook offerings at our ~~Black Hawk~~ properties located in Iowa, Mississippi and ~~Brew Brothers~~ ~~branded outlets at certain Midwest properties~~Indiana. During 2019, we began planning to relocate our Lake Charles casino operation from our current riverboat to a land-based operation. Construction of our new Lake Charles facility began in ~~2018.~~February 2020.

The following table highlights the results of our operations (dollars in thousands):

Operating Results. ~~Isle contributed $599.6 million of~~Including incremental Elgin and Tropicana net revenues ~~from~~totaling $991.4 million generated following their respective acquisition dates, net revenues increased 23.0% for the ~~date we acquired Isle through~~year ended December 31, ~~2017 consisting primarily~~2019 compared to 2018. Excluding the impact of ~~gaming revenues.~~ our acquisitions and the Divestitures, net revenues decreased 5.1% mainly due to the significant factors described above. This decrease was partially offset by incremental net revenues recognized in conjunction with our William Hill and TSG sports betting partnerships for the year ended December 31, 2019.

Including ~~the~~ incremental Isle, Elgin and Tropicana net ~~operating~~revenues totaling $575.5 million generated following their respective acquisition dates, net revenues increased 38.8% for the year ended December 31, 2018 compared to 2017. Excluding incremental Isle, Elgin and Tropicana net revenues, net revenues remained flat for the year ended December 31, 2018 compared to 2017.

For the year ended December 31, 2019 compared to 2018, operating income increased ~~65.0%~~32.2% mainly due to incremental operating income contributed by Elgin and Tropicana following their respective acquisition dates as well as a $49.6 million net gain on sale of businesses and disposal of property and equipment primarily related to the Divestitures. This increase was partially offset by incremental transaction expenses associated with our completed and pending acquisitions. Excluding the impact of our acquisitions and the Divestitures, operating income decreased 15.0% due to higher depreciation expense associated with asset additions and transaction costs associated with the acquisitions of Tropicana and Caesars. For the year ended December 31, 2018, we received a $5.0 million fee related to the termination of the agreement to purchase our Vicksburg property.

For the year ended December 31, 2018 compared to 2017, operating income increased 227.1% mainly due to incremental operating income contributed by Isle, Elgin and Tropicana following their respective acquisition dates. Incremental operating income totaling $80.7 million represents operating income for four months of operations for Isle, five months of operations for Elgin and three months of operations for Tropicana. Excluding the incremental operating income, operating income rose 141.9% for the year ended December 31, 2018 compared to 2017 due to margin improvement resulting from synergies and departmental operating efficiencies, a $34.2 million decrease in impairment charges and a $71.9 million decline in transaction expenses. These increases in operating income for the year ended December 31, 2018 compared to 2017 were partially offset by higher depreciation associated with additional assets.

For the year ended December 31, 2019 compared to 2018, net income decreased 14.9% principally due to the same factors impacting operating income combined with higher interest expense for the year ended December 31, 2019 compared to 2018 resulting from increased debt associated with the Tropicana Acquisition and amortization of the direct financing obligation associated with the Master Lease. Additionally, we recorded a $7.5 million loss on the early retirement of debt in 2019 related to the pro-rated write off of deferred financing costs associated with permanent payments on our Term Loan, and a higher income tax provision due to an increase in our effective tax rate also contributed to the declines in net income. Net income was favorably impacted by an $8.8 million unrealized gain on restricted investments for the year ended December 31, 2019.

For the year ended December 31, 2018 compared to 2017, net income increased 29.8% due to the same factors impacting operating income combined with the $38.4 million loss on the early retirement of debt for the year ended December 31, 2017 ~~compared to 2016. Excluding incremental Isle net revenues, net revenues declined 2.1%~~associated with payments on our outstanding debt. These increases were partially offset by higher interest expense for the year ended December 31, ~~2017~~2018 compared to ~~2016 primarily due to decreased revenues~~2017 resulting from increased debt and amortization of the direct financing obligation associated with ~~severe weather during~~ the ~~first~~Master Lease following our acquisitions of Elgin and ~~third quarters of 2017.~~

~~Net revenues increased 24.1%~~Tropicana. Additionally, the increase in 2016 compared to 2015 primarily due to incremental revenues attributable to the acquisition of the Reno properties. These increases in net revenues were partially offset by decreases in net revenues in the South and East segments, which were mainly driven by declines at Mountaineer, in 2016 compared to 2015 due to lower casino revenues, attributable to a competitive opening in one of our ~~feeder markets.~~

~~Operating income increased 6.5%~~tax provision for the year ended December 31, ~~2017~~2018 compared to ~~2016. This increase was primarily due to $82.3 million of incremental operating income contributed by Isle for the period from the date we acquired Isle through December 31,~~ 2017 and a $20.0 million deposit recorded as operating income in conjunction with the termination of the sale our Lake Charles property. These increases were partially offset by the $83.6 million increase in transaction expenses associated with our acquisition of Isle and the $38.0 million impairment charge recorded in 2017 to reduce the carrying value of goodwill and/or trade names related to our Lake Charles, Lula and Vicksburg reporting units.

Operating income increased 22.9% in 2016 compared to 2015 due to higher net revenues combined with improved operating margins associated with company-wide cost savings initiatives and property enhancement capital expenditures. These increases in operating income were partially offset by incremental depreciation expense resulting from the acquisition of the Reno properties along with higher acquisition costs associated with our acquisition of Isle which was announced in September of 2016.

~~Net income increased 198.1% in 2017 compared to 2016 primarily~~is due to the ~~$112.4 million net adjustment to our deferred income tax benefit for the year ending December 31, 2017 as a result~~favorable impact of ~~the aforementioned corporate tax rate reduction due to~~ the Tax Act combined with the other factors impacting operating income. This increase was partially offset by higher interest expense resulting from the issuance of new debt and the loss on the early retirement of debtin 2017, which resulted in a significant tax benefit recorded in 2017.

Net income decreased 78.3% in 2016 compared to 2015 despite the increase in operating income. This decline was primarily driven by a $35.6 million gain related to the valuation of the Silver Legacy Joint Venture in conjunction with the acquisition of the Reno properties combined with a $69.6 million benefit for income taxes recorded in 2015. Additionally, net income in 2016 was impacted by transaction expenses totaling $9.2 million, primarily related to our acquisition of Isle, a $0.8 million loss on the sale and disposal of a building and equipment related to the closure of a detached fitness center facility at Mountaineer and incremental depreciation associated with assets purchased in the acquisition of the Reno properties. These declines in net income were partially offset by a $10.6 million decrease in interest expense in 2016 resulting from our refinancing in July 2015 and significant debt reductions throughout 2016.

The following table highlights our net revenues and operating income (loss) by reportable segment (dollars in thousands):

Year Ended December 31, ~~2017~~2019 Compared to the Year Ended December 31, ~~2016~~2018

	Year Ended
	December 31,
	2017			2016			Variance			Percent				2019		2018		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	250,463		$	173,439		$	77,024			44.4		%	$	223,179	$	230,558	$	(7,379	)		(3.2	)	%
Midwest		249,268			—			249,268			100.0		%		332,389		345,499		(13,110	)		(3.8	)	%
South		312,727			121,046			191,681			158.4		%		377,080		375,748		1,332			0.4		%
East		430,216			407,128			23,088			5.7		%		491,185		485,047		6,138			1.3		%
Central															384,353		116,526		267,827			229.8		%
Total Gaming and Pari-Mutuel Commissions		1,242,674			701,613			541,061			77.1		%		1,808,186		1,553,378		254,808			16.4		%
Non-gaming:
West		211,000			193,529			17,471			9.0		%		301,542		252,974		48,568			19.2		%
Midwest		37,642			—			37,642			100.0		%		46,188		51,509		(5,321	)		(10.3	)	%
South		64,998			37,937			27,061			71.3		%		86,053		85,433		620			0.7		%
East		49,769			50,117			(348	)		(0.7	)	%		183,573		86,225		97,348			112.9		%
Central															95,408		25,959		69,449			267.5		%
Corporate		506			—			506			100.0		%		7,299		529		6,770			1,279.8		%
Total Non-gaming		363,915			281,583			82,332			29.2		%	��	720,063		502,629		217,434			43.3		%
Total Gross Revenues		1,606,589			983,196			623,393			63.4		%
Promotional allowances:
West		(56,261	)		(45,046	)		(11,215	)		24.9		%
Midwest		(18,525	)		—			(18,525	)		100.0		%
South		(41,016	)		(27,487	)		(13,529	)		49.2		%
East		(17,283	)		(17,767	)		484			(2.7	)	%
Total Promotional Allowances		(133,085	)		(90,300	)		(42,785	)		47.4		%
Total Net Revenues		1,473,504			892,896			580,608			65.0		%	$	2,528,249	$	2,056,007	$	472,242			23.0		%
Expenses:
Gaming and Pari-Mutuel Commissions:
West		107,644			79,019			28,625			36.2		%	$	84,398	$	86,622	$	(2,224	)		(2.6	)	%
Midwest		110,897			—			110,897			100.0		%		133,852		141,641		(7,789	)		(5.5	)	%
South		164,012			66,459			97,553			146.8		%		179,328		180,325		(997	)		(0.6	)	%
East		269,318			254,634			14,684			5.8		%		233,296		286,202		(52,906	)		(18.5	)	%
Central															171,453		54,499		116,954			214.6		%
Total Gaming and Pari-Mutuel Commissions		651,871			400,112			251,759			62.9		%		802,327		749,289		53,038			7.1		%
Non-gaming
West		101,914			102,063			(149	)		(0.1	)	%		161,288		151,211		10,077			6.7		%
Midwest		12,203			—			12,203			100.0		%		24,800		30,951		(6,151	)		(19.9	)	%
South		18,560			7,333			11,227			153.1		%		53,619		56,607		(2,988	)		(5.3	)	%
East		22,358			30,149			(7,791	)		(25.8	)	%		93,292		51,536		41,756			81.0		%
Central															50,823		15,998		34,825			217.7		%
Total Non-gaming		155,035			139,545			15,490			11.1		%		383,822		306,303		77,519			25.3		%

Marketing and promotions		82,525			40,600			41,925			103.3		%		129,373		106,161		23,212			21.9		%
General and administrative		241,095			130,172			110,923			85.2		%		476,751		349,598		127,153			36.4		%
Corporate		30,739			19,880			10,859			54.6		%		65,996		46,632		19,364			41.5		%
Impairment charges		38,016			—			38,016			100.0		%		958		13,602		(12,644	)		(93.0	)	%
Depreciation and amortization		105,891			63,449			42,442			66.9		%		221,525		157,429		64,096			40.7		%
Total Operating Expenses	$	1,305,172		$	793,758		$	511,414			64.4		%	$	2,080,752	$	1,729,014	$	351,738			20.3		%

Gaming Revenues and Pari-Mutuel Commissions. ~~Isle~~ For the year ended December 31, 2019, Elgin and Tropicana contributed ~~$558.2~~$674.8 million of gaming and pari-mutuel commissions. This increase in incremental revenues associated with these acquisitions was partially offset by the decline in revenues due to the Divestitures, resulting in a 16.4% increase in gaming revenues and pari-mutuel commissions ~~for~~over 2018.

Excluding incremental Elgin and Tropicana gaming revenues and pari-mutuel commissions and the ~~period from~~impact of the ~~date we acquired Isle through December 31, 2017 resulting in an increase of 77.1%~~Divestitures, gaming revenues and pari-mutuel commissions decreased 6.3% for the year ended December 31, ~~2017~~2019 compared to ~~2016.~~

~~Excluding incremental Isle gaming revenues and pari-mutuel commissions of $558.2 million, gaming revenues declined 2.5% for the year ended December 31, 2017 compared to 2016 primarily~~2018 due to a decrease in gaming revenues across all segments. The decline in the West segment was mainly attributable to decreases in visitor traffic due to severe weather the northern Nevada region experienced throughout the first quarter of 2017 that resulted in limited access from our main feeder markets combined with the absence of a major bowling tournament in the Reno market. Additionally, reductions in ~~gaming~~casino volume ~~driven by decreased high-end play, the continued weakness~~associated with changes in ~~the energy sector and historically lower table games hold percentage impacted the Shreveport market~~promotional activity. Additionally, construction disruption affected our West segment and severe weather ~~in the third quarter of 2017~~ negatively impacted ~~the South segment in 2017. Efforts to eliminate unprofitable gaming play via reductions in marketing promotions and incentives~~our visitor volume across ~~the properties also contributed~~all segments contributing to the declines in casino ~~volume and positively impacted margins across all segments.~~

~~Non-gaming Revenues. Isle contributed $91.7 million of non-gaming revenues for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 29.2% over 2016.~~

Excluding incremental Isle non-gaming revenues of $91.7 million, non-gaming revenues decreased 3.3% for the year ended December 31, 2017 compared to 2016. The West segment declined for the year ended December 31, 2017 compared to 2016 principally due to lower hotel, food and beverage revenues resulting from reduced customer traffic due to fewer convention room nights, severe weather in the northern Nevada region throughout the first quarter of 2017 and the absence of a major bowling tournament during 2017. The South segment decrease in non-gaming revenues for the year ended December 31, ~~2017 compared~~2019.

Non-gaming Revenues. For the year ended December 31, 2019, Elgin and Tropicana contributed $316.7 million of incremental non-gaming revenues, which was partially offset by declines in non-gaming revenues attributable to ~~2016 was primarily due to decreased food and beverage revenues associated with revisions to marketing strategies~~the Divestitures, resulting in ~~fewer complimentary food offers~~an increase of 43.3% over 2018.

Excluding incremental Elgin and ~~severe weather negatively impacting visitation in 2017. Non-gaming~~Tropicana non-gaming revenues inand the ~~East segment~~impact of the Divestitures, non-gaming revenues decreased 1.8% for the year ended December 31, ~~2017~~2019 compared to ~~2016~~2018. This decline was primarily ~~due to decreased food~~driven by changes in promotional activity, construction disruption and ~~beverage revenues resulting from reductions in complimentary food offers and the consolidation of restaurants in an effort to maximize capacity utilization.~~

~~Promotional Allowances. Promotional allowances, expressed as a percentage of gaming revenues and pari-mutuel commissions, decreased to 10.7% for~~weather that negatively impacted visitor traffic during the year ended December 31, 2017 compared to 12.9% in 2016. This decline was primarily due to strategic revisions to promotional offers across all segments combined with the incremental revenues contributed by the Isle properties, which historically have lower promotional allowances as a percentage of gaming revenues.2019.

Gaming Expenses and Pari-Mutuel Commissions. ~~Isle~~For the year ended December 31, 2019, Elgin and Tropicana contributed ~~$269.5~~$275.9 million of incremental gaming expenses and pari-mutuel commissions ~~for~~which was partially offset by the ~~period from the date we acquired Isle through December 31, 2017~~Divestitures, resulting in an increase of ~~62.9% over 2016.~~

~~Excluding incremental Isle~~7.1% in gaming expenses and pari-mutuel commissions over 2018.

Excluding incremental Elgin and Tropicana gaming expenses and pari-mutuel commissions, and the impact of the Divestitures, gaming expenses and pari-mutuel commissions decreased ~~4.1%~~6.3% for ~~the~~ year ended December 31, ~~2017~~2019 compared to ~~2016 primarily~~2018. Gaming expenses declined in comparison to 2018 due to ~~decreases in gaming~~lower volume combined with savings initiatives targeted at reducing variable expenses.

Non-gaming Expenses. For the year ended December 31, 2019, Elgin and Tropicana contributed $158.0 million of incremental non-gaming expenses which was partially offset by the Divestitures, resulting in an increase of 25.3% over 2018.

Excluding incremental Elgin and Tropicana non-gaming expenses, and the impact of the Divestitures, non-gaming expenses decreased 10.1% for the year ended December 31, 2019 compared to 2018. Decreased non-gaming expenses were associated with lower non-gaming revenues along with continued ~~synergies~~efforts to reduce variable expenses including labor and cost of sales.

Marketing and Promotions Expenses. For the year ended December 31, 2019, Elgin and Tropicana contributed $68.1 million of incremental marketing and promotions expenses which was partially offset by the Divestitures, resulting in an increase of 21.9% over 2018.

Excluding incremental Elgin and Tropicana marketing and promotions expenses, and the impact of the Divestitures, consolidated marketing and promotions expense decreased 21.5% for the year ended December 31, 2019 compared to 2018. This decline was primarily due to savings achieved via the termination of certain marketing contracts, reduction in direct mail costs and continued company-wide changes in marketing and promotional activity targeted at lowering expenses.

General and Administrative Expenses. For the year ended December 31, 2019, Elgin and Tropicana contributed $213.9 million of general and administrative expense, which was partially offset by the Divestitures, resulting in an increase of 36.4% over 2018.

Excluding incremental Elgin and Tropicana general and administrative expenses and the impact of the Divestitures, consolidated general and administrative expenses decreased 2.4% for the year ended December 31, 2019 compared to 2018 mainly due to the centralization of certain services provided to our properties and realized savings achieved through consolidated purchasing programs.

Corporate Expenses. For the year ended December 31, 2019, corporate expenses increased $19.4 million, or 41.5%, primarily due to payroll and other expenses driven by growth related to the ~~integration~~Company’s acquisitions. Additionally, an increase in severance expense and the associated acceleration of stock compensation expense also drove the ~~Reno properties~~increase in corporate expense for the ~~West segment. Additionally, successful~~year ended December 31, 2019 compared to 2018.

Impairment Charges. We recorded an impairment charge for the year ended December 31, 2019 totaling $1.0 million related to our non-operating real property located in Pennsylvania. We recorded impairment charges of $9.8 million related to the classifications of Vicksburg’s operations as assets held for sale and $3.8 million related to the classification of Nemacolin’s operations as assets held for sale for the year ended December 31, 2018.

Depreciation and Amortization Expense. Elgin and Tropicana contributed $102.9 million of incremental depreciation and amortization expense for the year ended December 31, 2019, which was partially offset by the Divestitures, resulting in an increase of 40.7% over 2018.

Excluding incremental Elgin and Tropicana depreciation and amortization expense and the impact of Divestitures, depreciation and amortization expense decreased 0.4% for the year ended December 31, 2019 compared to 2018 mainly due to ceasing depreciation and amortization expense on assets held for sale.



	2018		2017		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	230,558	$	186,779	$	43,779			23.4		%
Midwest		345,499		231,366		114,133			49.3		%
South		375,748		268,680		107,068			39.8		%
East		485,047		412,202		72,845			17.7		%
Central		116,526		—		116,526			100.0		%
Total Gaming and Pari-Mutuel Commissions		1,553,378		1,099,027		454,351			41.3		%
Non-gaming:
West		252,974		223,540		29,434			13.2		%
Midwest		51,509		37,513		13,996			37.3		%
South		85,433		69,579		15,854			22.8		%
East		86,225		50,633		35,592			70.3		%
Central		25,959		—		25,959			100.0		%
Corporate		529		506		23			4.5		%
Total Non-gaming		502,629		381,771		120,858			31.7		%
Total Net Revenues	$	2,056,007	$	1,480,798	$	575,209			38.8		%
Expenses:
Gaming and Pari-Mutuel Commissions:
West	$	86,622	$	73,304	$	13,318			18.2		%
Midwest		141,641		96,989		44,652			46.0		%
South		180,325		134,661		45,664			33.9		%
East		286,202		256,135		30,067			11.7		%
Central		54,499		—		54,499			100.0		%
Total Gaming and Pari-Mutuel Commissions		749,289		561,089		188,200			33.5		%
Non-gaming
West		151,211		141,510		9,701			6.9		%
Midwest		30,951		26,271		4,680			17.8		%
South		56,607		49,280		7,327			14.9		%
East		51,536		35,518		16,018			45.1		%
Central		15,998		—		15,998			100.0		%
Total Non-gaming		306,303		252,579		53,724			21.3		%

Marketing and promotions		106,161		83,174		22,987			27.6		%
General and administrative		349,598		241,037		108,561			45.0		%
Corporate		46,632		30,739		15,893			51.7		%
Impairment charges		13,602		38,016		(24,414	)		(64.2	)	%
Depreciation and amortization		157,429		105,891		51,538			48.7		%
Total Operating Expenses	$	1,729,014	$	1,312,525	$	416,489			31.7		%

Gaming Revenues and Pari-Mutuel Commissions. For the year ended December 31, 2018, Isle, Elgin and Tropicana contributed $454.7 million of gaming and pari-mutuel commissions driving a 41.3% increase over 2017. Excluding these incremental revenues, gaming and pari-mutuel commissions were flat for the year ended December 31, 2018 compared to 2017.

Non-gaming Revenues. For the year ended December 31, 2018, Isle, Elgin and Tropicana contributed $121.0 million of incremental non-gaming revenues resulting in an increase of 31.7% over 2017. Excluding these incremental revenues, non-gaming revenues for the year ended December 31, 2018 remained flat compared to 2017.

Gaming Expenses and Pari-Mutuel Commissions. For the year ended December 31, 2018, Isle, Elgin and Tropicana contributed $197.5 million of incremental gaming and pari-mutuel commissions resulting in an increase of 33.5% over 2017. Excluding these incremental expenses, gaming and pari-mutuel commissions declined 1.7% for the year ended December 31, 2018 compared to 2017 mainly due to savings initiatives targeted at reducing variable expenses. Successful efforts to control costs and maximize departmental profit across all segments also drove the ~~decline in expenses during the current period.~~

~~Non-gaming Expenses.~~ ~~Isle contributed $30.1 million of non-gaming expenses for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 11.1% over 2016.~~

~~Excluding incremental Isle non-gaming expenses, non-gaming expenses decreased 11.8%~~margin improvements for the year ended December 31, ~~2017 compared to 2016 in conjunction with non-gaming revenue declines~~2018.

Non-gaming Expenses. For the year ended December 31, 2018, Isle, Elgin and ~~successful efforts to control costs and maximize profit across all segments.~~

~~Marketing and Promotions Expenses. Isle~~Tropicana contributed ~~$35.8~~$74.2 million of ~~marketing and promotions expense for the period from the date we acquired Isle through December 31, 2017~~incremental non-gaming expenses resulting in an increase of ~~103.3%~~21.3% over ~~2016.~~

2017. Excluding incremental expenses, non-gaming expenses declined 8.1% for the year ended December 31, 2018 compared to 2017. This decrease was attributable to continued efforts to reduce variable costs with a focus on labor, food and beverage cost of sales, marketing spend and synergies achieved via company-wide purchasing consolidation programs.

Marketing and Promotions Expenses. For the year ended December 31, 2018, Isle, Elgin and Tropicana contributed $35.6 million of incremental marketing and promotions expenses ~~consolidated~~resulting in an increase of 27.6% over 2017. Excluding these incremental expenses, marketing and promotions ~~expense increased~~declined 15.1% for the year ended December 31, ~~2017~~2018 compared to ~~2016. This increase was primarily attributable~~2017 mainly due to synergies achieved via the elimination or consolidation of certain marketing contracts and company-wide reductions in marketing, direct mail and promotional ~~costs associated with casino initiatives that are charged to this category to provide consistency among properties following our acquisition of Isle.~~spend.

General and Administrative Expenses. Isle, Elgin and Tropicana contributed ~~$113.6~~$114.8 million of incremental general and administrative ~~expense for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 85.2% over 2016.~~

~~Excluding incremental Isle general and administrative~~ expenses ~~consolidated general and administrative expenses decreased 1.4%~~ for the year ended December 31, ~~2017~~2018 resulting in an increase of 45.0% over 2017. Excluding these incremental expenses, general and administrative expenses declined 2.6% for the year ended December 31, 2018 compared to ~~2016. Savings associated with lower property~~2017 primarily due to the centralization of certain corporate services provided to our properties and general liability insurance costs were partially offset by higher expenses associated with information systems maintenance contracts and professional services. These incremental costs resulted from information technology infrastructure projects targeted at consolidating systems for future savings and efficiencies.realized savings.

Corporate Expenses. For the year ended December 31, ~~2017 compared to 2016,~~2018, corporate expenses increased $15.9 million, a 51.7% increase over 2017, due to higher payroll and other expenses associated with additional corporate ~~expenses driven by~~costs, including stock compensation expense, associated with growth related to our acquisitions.

Impairment Charges. In conjunction with the classification of Nemacolin’s and Vicksburg’s operations as assets held for sale, we recorded impairment charges totaling $3.8 million and $9.8 million, respectively, for the year ended December 31, 2018.

Depreciation and Amortization Expense. Isle, ~~acquisition. Also, the increase was the result~~Elgin and Tropicana contributed $50.1 million of ~~higher stock compensation~~incremental depreciation and amortization expense for the year ended December 31, 2017 compared to 2016 due to the three-year vesting schedule associated with our long-term incentive plan established in 2015 resulting in three years of grants and related expense in 2017 versus two years of grants and related expense in 2016.

~~Impairment Charges.~~ During the fourth quarter of 2017, we conducted annual impairment tests of our intangible assets. Based on less than expected operating performance and projected future operating results, it was determined that the value of goodwill and/or trade names associated with our Lake Charles, Vicksburg and Lula reporting units were impaired resulting in impairment charges totaling $38.0 million ($34.9 million related to goodwill and $3.1 million related to trade names) recorded in the current year.

~~Depreciation and Amortization Expense. Isle contributed $47.1 million of depreciation expense for the period from the date we acquired Isle through December 31, 2017~~2018 resulting in an increase of ~~66.9%~~48.7% over ~~2016.~~

2017. Excluding the incremental ~~Isle depreciation and amortization~~ expense, depreciation and amortization expense ~~decreased 7.3%~~rose 1.3% for the year ended December 31, ~~2017~~2018 compared to ~~2016~~2017 mainly due to ~~lower depreciation in all segments due to assets becoming fully depreciated.~~

~~Benefit (Provision) for Income Taxes. As further explained below in “Critical Accounting Policies – Income Taxes~~,” on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%. In connection withasset additions at our initial analysis of the impact of the Tax Act, for certain of our net deferred tax liabilities, we have recorded a decrease of $112.4 million, net of the related change in valuation allowance, with a corresponding net adjustment to deferred income tax benefit for the year ending December 31, 2017 as a result of the corporate rate reduction.

Year Ended

December 31,

2016

2015

Variance

Percent

Revenues:

Gaming and Pari-Mutuel Commissions:

West

$

173,439

$

74,626

$

98,813

132.4

%
Midwest

—

—

—

—

%
South

121,046

125,371

(4,325
)

(3.4
)
%
East

407,128

423,261

(16,133
)

(3.8
)
%
Total Gaming and Pari-Mutuel Commissions

701,613

623,258

78,355

12.6

%
Non-gaming:

West

193,529

72,214

121,315

168.0

%
Midwest

—

—

—

—

%
South

37,937

37,273

664

1.8

%
East

50,117

51,796

(1,679
)

(3.2
)
%
Total Non-gaming

281,583

161,283

120,300

74.6

%
Total Gross Revenues

983,196

784,541

198,655

25.3

%
Promotional allowances:

West

(45,046
)

(19,038
)

(26,008
)

136.6

%
Midwest

—

—

—

—

%
South

(27,487
)

(26,302
)

(1,185
)

4.5

%
East

(17,767
)

(19,417
)

1,650

(8.5
)
%
Total Promotional Allowances

(90,300
)

(64,757
)

(25,543
)

39.4

%
Total Net Revenues

892,896

719,784

173,112

24.1

%
Expenses:

Gaming and Pari-Mutuel Commissions:

West

79,019

32,908

46,111

140.1

%
Midwest

—

—

—

—

%
South

66,459

69,826

(3,367
)

(4.8
)
%
East

254,634

264,811

(10,177
)

(3.8
)
%
Total Gaming and Pari-Mutuel Commissions

400,112

367,545

32,567

8.9

%
Non-gaming

West

102,063

41,798

60,265

144.2

%
Midwest

—

—

—

—

%
South

7,333

8,134

(801
)

(9.8
)
%
East

30,149

29,306

843

2.9

%
Total Non-gaming

139,545

79,238

60,307

76.1

%

Marketing and promotions

40,600

31,227

9,373

30.0

%
General and administrative

130,172

96,870

33,302

34.4

%
Corporate

19,880

16,469

3,411

20.7

%
Depreciation and amortization

63,449

56,921

6,528

11.5

%
Total Operating Expenses

$

793,758

$

648,270

$

145,488

22.4

%

~~Gaming Revenues and Pari-Mutuel Commissions.~~ West gaming revenues increased 132.4% in 2016 compared to 2015 primarily due to incremental gaming revenues attributable to the acquisition of the Reno properties combined with improvements in gaming revenues at Eldorado Reno. Gaming revenues in the South segment decreased 3.4% in 2016 compared to 2015 due to declines in casino volume primarily due to decreased high limit play and the continued weakness in the energy sector negatively impacting the Shreveport market. Gaming revenues and pari-mutuel commissions in the East segment declined 3.8% in 2016 compared to 2015 mainly due to lower gaming revenues at Mountaineer associated with the smoking ban that has negatively impacted the property’s operations. This decrease was partially offset by continued improvements in gaming revenues at Scioto Downs in 2016 compared to 2015, despite the $1.0 million impact of the progressive liability change related to prior years during the first quarter of 2016.

~~Non-gaming Revenues~~. Non-gaming revenues increased 168.0% in 2016 compared to 2015 due to incremental non-gaming revenues consisting of food, beverage, hotel, entertainment, retail and other revenues in the West segment primarily as a result of the acquisition of the Reno properties combined with an increase in non-gaming revenues at Eldorado Reno. The South segment’s non-gaming revenues increased 1.8% in 2016 compared to 2015 mainly due to higher food and beverage revenues due to selective menu price increases and higher beverage complimentaries. The East segment posted a decrease in non-gaming revenues primarily due to the declines resulting from strategic changes in promotional offers along with additional volume declines at Mountaineer associated with the smoking ban impact.~~These decreases were partially offset by incremental non-gaming revenues at Scioto Downs in 2016 compared to 2015 attributable to the opening of~~ ~~The Brew Brothers~~ ~~in October 2015.~~

~~Promotional Allowances~~. Promotional allowances, expressed as a percentage of gaming revenues and pari-mutuel commissions, increased to 12.9% in 2016 compared to 10.4% in 2015. In 2016, West promotional allowances, as a percentage of gaming revenues remained relatively flat to 2015 at 26.0%. South promotional allowances, as a percentage of gaming revenues, increased to 22.7% in 2016 from 21.0% in 2015 in conjunction with higher beverage complimentaries. The East segment’s promotional allowances in 2016 declined to 4.4% as a percentage of the segment’s gaming revenues and pari-mutuel commissions compared to 4.6% in 2015. Reductions in promotional allowances, as a percentage of gaming revenues and pari-mutuel commissions in the East segment, were due to continued strategic revisions to promotional offers in an effort to increase margins and maximize profitability.

~~Gaming Expenses and Pari-Mutuel Commissions~~. West gaming expenses increased 140.1% in 2016 compared to 2015 primarily due to incremental gaming expenses as a result of the acquisition of the Reno properties along with an increase in gaming expenses at Eldorado Reno in conjunction with increased gaming revenues. South gaming expenses decreased 4.8% in 2016 compared to 2015 as a result of lower gaming revenues combined with efforts to reduce variable operating costs. The East segment’s gaming expenses and pari-mutuel commissions declined 3.8% in 2016 compared to 2015 primarily due lower gaming expenses commensurate with decreased gaming revenues.

~~Non-gaming Expenses.~~ West non-gaming expenses increased 144.2% in 2016 compared to 2015. This growth was driven by higher West non-gaming expenses due to incremental expenses associated with the acquisition of the Reno properties. Non-gaming expenses in the South segment declined 9.8% mainly due to successful efforts to control costs while the East segment’s non-gaming expenses increased 2.9% in 2016 compared to 2015 as a result of incremental volume generated by the addition of ~~The Brew Brothers~~ ~~at Scioto Downs in October 2015.~~

~~Marketing and Promotions Expenses~~. Consolidated marketing and promotions expense increased 30.0% in 2016 compared to 2015. This increase was primarily attributable to incremental expenses in the West segment associated with the acquisition of the Reno properties along with higher expenses associated with a shift in promotional spend in the East segment. These increases in the East segment were offset by a decline in the South segment due to efforts to reduce advertising and promotional costs to maximize profitability.

~~General and Administrative Expenses~~. Total general and administrative expenses increased 34.4% in 2016 compared to 2015 primarily due to incremental expenses in the West segment resulting from the operation of the properties purchased in the acquisition of the Reno properties offset by declines in the South and East segments due to continued efforts to decrease variable expenses via cost savings initiatives.

~~Corporate Expenses~~. Corporate expenses totaled $19.9 million in 2016 compared to $16.5 million in 2015. This increase was partially due to higher payroll related expenditures at the corporate level subsequent to the acquisition of the Reno properties in addition to an executive team restructuring that took place during the first quarter of 2016. This restructuring resulted in the reallocation of property executive management to corporate in order to more fully utilize their skills across defined regions. This increase was partially offset by declines in general and administrative costs at the property level in 2016 compared to 2015. Additionally, $1.5 million of severance costs were recorded in 2016 along with $0.8 million of additional stock-based compensation expense as a result of severance related restricted stock units becoming fully vested in 2016. Also, stock compensation expense was higher for in 2016 compared to 2015 due to our three year vesting schedule associated with our long-term incentive plan established in 2015 resulting in two years of grants expensed in 2016 versus one year of grants expensed in 2015.

~~Depreciation and Amortization Expense~~. Total depreciation and amortization expense increased 11.5% in 2016 compared to 2015 mainly due to additional depreciation expense associated with acquired assets in conjunction with the acquisition of the Reno properties. The West, South and East segments contributed $20.2 million, $7.9 million and $34.9 million, respectively, of depreciation and amortization expense in 2016 compared to $9.5 million, $7.6 million and $39.3 million in 2015, respectively.

Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the Years Ended December 31, ~~2017~~2019 and ~~2016~~2018

Adjusted EBITDA (defined below), a non-GAAP financial measure, has been presented as a supplemental disclosure because it is a widely used measure of performance and basis for valuation of companies in our industry and we believe that this non-GAAP supplemental information will be helpful in understanding the Company’s ongoing operating results. Management has historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. Adjusted EBITDA represents operating income (loss) before depreciation and amortization, ~~stock based~~stock-based compensation, transaction expenses, ~~S-1 expenses,~~ severance expense, ~~income related to the termination of the Lake Charles sale,~~selling costs associated with the disposition of properties, proceeds from the terminated ~~Lake Charles~~ sale of Vicksburg, preopening expenses, costs associated with resolving the historical Tropicana bankruptcy, business interruption insurance proceeds, real estate tax settlements, other than temporary impairments on investments, impairment charges, equity in income (loss) of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, (gain) loss on property divestitures, and other non-cash regulatory gaming ~~assessments, including~~assessments. Adjusted EBITDA also excludes expense associated with our Master Lease with GLPI as the ~~impact of the change in regulatory reporting requirements, to the extent that such items existed in the periods presented.~~transaction was accounted for as a financing obligation. Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (“US GAAP”), is unaudited and should not be considered an alternative to, or more meaningful than, net income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, payments under our Master Lease, and certain regulatory gaming assessments, which can be significant. As a result, Adjusted EBITDA should not be considered as a measure of our liquidity. Other companies that provide EBITDA information may calculate EBITDA differently than we do. The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt agreements.

The following table summarizes our Adjusted EBITDA for our operating segments for the years ended December 31, 2017 and 2016, in addition to reconciling Adjusted EBITDA to operating income (loss) in accordance with US GAAP (unaudited, in thousands):

Year Ended December 31, 2017

Operating
Income (Loss)

Depreciation and Amortization

Stock-Based Compensation

Transaction Expenses⁽⁵⁾

Other ⁽⁶⁾

Adjusted
EBITDA

Excluding Pre-Acquisition:

West

$

66,329

$

26,950

$

182

$

—

$

364

$

93,825

Midwest

62,051

20,997

210

—

193

83,451

South

3,671

25,307

147

—

41,144

70,269

East

67,968

30,517

14

—

369

98,868

Corporate and Other

(105,150
)

2,120

5,769

92,777

(19,689
)

(24,173
)
Total Excluding Pre-Acquisition

$

94,869

$

105,891

$

6,322

$

92,777

$

22,381

$

322,240

Pre-Acquisition (1):

West

$

9,525

$

3,694

$

8

$

—

$

4

$

13,231

Midwest

34,819

11,952

51

—

34

46,856

South

25,086

5,693

35

—

184

30,998

East

(1,072
)

952

—

—

—

(120
)
Corporate and Other

(8,811
)

371

1,631

286

527

(5,996
)
Total Pre-Acquisition

$

59,547

$

22,662

$

1,725

$

286

$

749

$

84,969

Including Pre-Acquisition:

West

$

75,854

$

30,644

$

190

$

—

$

368

$

107,056

Midwest

96,870

32,949

261

—

227

130,307

South

28,757

31,000

182

—

41,328

101,267

East

66,896

31,469

14

—

369

98,748

Corporate and Other

(113,961
)

2,491

7,400

93,063

(19,162
)

(30,169
)
Total Including Pre-Acquisition (2)

$

154,416

$

128,553

$

8,047

$

93,063

$

23,130

$

407,209

Year Ended December 31, 2016

Operating
Income (Loss)

Depreciation and Amortization

Stock-Based Compensation

Transaction Expenses⁽⁵⁾

Other ⁽⁶⁾

Adjusted
EBITDA

Excluding Pre-Acquisition:

West

$

41,620

$

20,220

$

—

$

—

$

493

$

62,333

Midwest

—

—

—

—

—

—

South

23,378

7,861

—

—

(41
)

31,198

East

53,610

34,887

—

—

1,338

89,835

Corporate and Other

(29,490
)

481

3,341

9,182

1,406

(15,080
)
Total Excluding Pre-Acquisition

$

89,118

$

63,449

$

3,341

$

9,182

$

3,196

$

168,286

Pre-Acquisition (3):

West

$

25,682

$

8,901

$

38

$

—

$

—

$

34,621

Midwest

84,265

38,720

166

—

(247
)

122,904

South

49,112

23,793

118

—

533

73,556

East

(4,687
)

3,565

—

—

—

(1,122
)
Corporate and Other

(34,213
)

1,319

4,670

3,852

870

(23,502
)
Total Pre-Acquisition

$

120,159

$

76,298

$

4,992

$

3,852

$

1,156

$

206,457

Including Pre-Acquisition:

West

$

67,302

$

29,121

$

38

$

—

$

493

$

96,954

Midwest

84,265

38,720

166

—

(247
)

122,904

South

72,490

31,654

118

—

492

104,754

East (4)

48,923

38,452

—

—

1,338

88,713

Corporate and Other

(63,703
)

1,800

8,011

13,034

2,276

(38,582
)
Total Including Pre-Acquisition (2)

$

209,277

$

139,747

$

8,333

$

13,034

$

4,352

$

374,743

	Year Ended December 31, 2019
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation			Transaction Expenses⁽³⁾		Other ⁽⁴⁾			Adjusted EBITDA
Including Divestitures:
West	$	84,992		$	55,035	$	—		$	—	$	930		$	140,957
Midwest		114,180			25,145		36			—		1,190			140,551
South		74,622			39,165		13			—		1,071			114,871
East		133,317			48,064		7			—		478			181,866
Central		105,772			46,849		—			—		272			152,893
Corporate and Other		(102,910	)		7,267		19,663			84,658		(42,337	)		(33,659	)
Total Including Divestitures	$	409,973		$	221,525	$	19,719		$	84,658	$	(38,396	)	$	697,479

Divestitures:
West	$	—		$	—	$	—		$	—	$	—		$	—
Midwest		24,069			4,140		18			—		672			28,899
South		—			—		—			—		—			—
East		15,574			3,842		7			—		418			19,841
Central		—			—		—			—		—			—
Corporate and Other		—			—		—			—		—			—
Total Divestitures (1)	$	39,643		$	7,982	$	25		$	—	$	1,090		$	48,740

Excluding Divestitures:
West	$	84,992		$	55,035	$	—		$	—	$	930		$	140,957
Midwest		90,111			21,005		18			—		518			111,652
South		74,622			39,165		13			—		1,071			114,871
East		117,743			44,222		—			—		60			162,025
Central		105,772			46,849		—			—		272			152,893
Corporate and Other		(102,910	)		7,267		19,663			84,658		(42,337	)		(33,659	)
Total Excluding Divestitures (2)	$	370,330		$	213,543	$	19,694		$	84,658	$	(39,486	)	$	648,739

	Year Ended December 31, 2018
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation			Transaction Expenses⁽³⁾		Other ⁽⁸⁾			Adjusted EBITDA
Excluding Pre-Acquisition/Including Divestitures:
West	$	84,548		$	40,131	$	(32	)	$	—	$	1,542		$	126,189
Midwest		105,809			33,083		106			—		244			139,242
South		64,851			37,357		59			—		10,265			112,532
East		97,963			27,913		14			—		5,447			131,337
Central		24,240			13,583		—			—		1,676			39,499
Corporate and Other		(67,308	)		5,362		12,937			20,842		(3,702	)		(31,869	)
Total Excluding Pre-Acquisition/Including Divestitures	$	310,103		$	157,429	$	13,084		$	20,842	$	15,472		$	516,930

Divestitures:
West	$	—		$	—	$	—		$	—	$	—		$	—
Midwest		22,049			8,405		44			—		57			30,555
South		—			—		—			—		—			—
East		24,238			11,099		13			—		5,285			40,635
Central		—			—		—			—		—			—
Corporate and Other		—			—		—			—		—			—
Total Divestitures (5)	$	46,287		$	19,504	$	57		$	—	$	5,342		$	71,190

Pre-Acquisition:
West	$	13,635		$	9,271	$	—		$	—	$	8		$	22,914
Midwest		—			—		—			—		—			—
South		355			6,076		—			—		20			6,451
East		46,261			24,444		—			—		159			70,864
Central		70,105			22,939		—			—		647			93,691
Corporate and Other		(52,127	)		1,537		—			4,259		31,101			(15,230	)

We are a holding company and our only significant assets are ownership interests in our subsidiaries. Our ability to fund our obligations depends on the cash flow of our subsidiaries and the ability of our subsidiaries to distribute or otherwise make funds available to us.

Our primary sources of liquidity and capital resources have been existing cash, cash flow from operations, borrowings under our revolving credit facility, ~~and~~ proceeds from the issuance of debt ~~securities. We closed on~~securities and proceeds from our ~~acquisition~~2019 dispositions of ~~Isle on May 1, 2017~~Presque, Mountaineer, Cape Girardeau and ~~paid $552.0~~Caruthersville. As of December 31, 2019, we had $482.0 million of available borrowing capacity, after consideration of $18.0 million in ~~cash consideration on~~outstanding letters of credit, and no outstanding balance under our ~~acquisition~~

Revolving Credit Facility. In 2019, we utilized $360.0 million of ~~Isle, refinanced~~net proceeds from the sales of Presque, Mountaineer, Cape Girardeau and Caruthersville to repay a portion of amounts outstanding ~~Isle indebtedness and paid acquisition expenses.~~under the Term Loan.

Our cash requirements can fluctuate significantly depending on our decisions with respect to business acquisitions or ~~dispositions~~divestitures and strategic capital investments to maintain the quality of our properties. We expect that our primary capital requirements going forward will relate to the operation and maintenance of our properties, ~~and~~taxes, servicing our outstanding ~~indebtedness. In 2018,~~indebtedness, rent payments under our Master Lease, continued costs associated with the Elgin and Tropicana acquisitions and funding the Caesars acquisition. Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide the Company with: (w) a $1,000.0 million senior secured revolving credit facility, (x) a $3,000.0 million senior secured term loan B facility, (y) a $3,250.0 million senior secured 364-day bridge facility and (z) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). We expect to fund the anticipated Caesars acquisition with a combination of proceeds from the Debt Financing, the sale-leaseback transactions with VICI with respect to Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, the consideration received from VICI received in connection with amendments to the CPLV Lease and Non-CPLV Lease contemplated by the MTA, asset divestitures, existing cash on our balance sheet and cash flow generated by the Company and Caesars prior to the acquisition. During 2020, we plan to spend ~~$150.0~~approximately $240.0 million on capital ~~expenditures and $115.4 million to pay cash interest on our outstanding indebtedness.~~ expenditures.

We expect that cash generated from operations, borrowings under the Debt Financing and proceeds from the transactions contemplated by the MTA and the announced asset sales, net of associated taxes, will be sufficient to fund our operations and capital requirements, consummate the Caesars acquisition and service our outstanding indebtedness for the next twelve months.

At December 31, ~~2017,~~2019, we had consolidated cash and cash equivalents of ~~$134.6 million.~~$206.3 million, excluding restricted cash. At December 31, ~~2016,~~2018, we had consolidated cash and cash equivalents of ~~$61.0 million.~~$230.8 million, excluding restricted cash. This ~~increase~~decrease in cash was primarily ~~related~~due to significant payments on our credit facility and investments in capital improvements, which were partially offset by cash ~~acquired in our acquisition of Isle.~~generated from operations and proceeds from the Divestitures.

Operating Cash Flow. In ~~2017,~~2019, cash flows provided by operating activities totaled ~~$130.2~~$312.5 million compared to ~~$97.6~~$323.3 million in ~~2016.~~2018. The decrease in operating cash was primarily due to increased transaction costs, which was partially offset by incremental operating cash generated by the acquired Elgin and Tropicana properties as well as changes in the balance sheet accounts in the normal course of business.

In 2018, cash flows provided by operating activities totaled $323.3 million compared to $129.9 million in 2017. The increase in operating cash was primarily due to incremental operating cash generated by the acquired ~~Isle~~Elgin and Tropicana properties ~~offset by~~and decreased transaction ~~expenses associated with our acquisition of Isle~~costs combined with changes in the balance sheet accounts in the normal course of business.

In 2016, we generated cash flows from operating activities of $97.6 million as compared to $56.7 million in 2015. The increase in operating cash was primarily associated with improvements in operations along with incremental cash flow associated with the acquisition of the Reno properties, the refinancing of our debt resulting in lower interest expense and various changes in the balance sheet accounts in the normal course of business.

Investing Cash Flow and Capital Expenditures. Net cash flows ~~used in~~provided by investing activities totaled ~~$1.4 billion~~$369.5 million in ~~2017~~2019 compared to ~~$41.1 million~~$1.3 billion used in ~~2016.~~2018. Net cash flows ~~used in~~provided by investing activities in ~~2017~~2019 were primarily ~~due~~attributable to ~~cash paid to acquire Isle in addition to $83.5~~$536.1 million in ~~capital~~net proceeds from the Divestitures. Capital expenditures totaled $170.8 million for ~~various property enhancement~~the year ended December 31, 2019 related to growth and maintenance ~~projects and equipment purchases partially offset by $0.4 million in reimbursements from West Virginia.~~capital projects.

Net cash flows used in investing activities totaled ~~$41.1~~$1.3 billion in 2018 compared to $1.4 billion in 2017. Net cash flows used in investing activities in 2018 were primarily due to $307.3 million cash paid in ~~2016~~the Elgin Acquisition and ~~primarily consisted of $47.4~~$806.0 million cash paid in the Tropicana Acquisition. Additionally, capital expenditures totaled $147.4 million for ~~various property enhancement~~the year ended December 31, 2018 related to growth and maintenance ~~projects and equipment purchases partially offset by West Virginia’s reimbursement of~~ capital ~~expenditures totaling $4.2 million.~~projects.

Financing Cash Flow. Net cash used ~~for~~in financing activities in ~~2017~~2019 totaled $1.4 billion and consisted mainly of the issuance of debt associated with our acquisition of Isle, the refinancing of our term loan and revolving credit facility in May 2017 and the issuance of additional 6% Senior Notes in September 2017. This increase was partially offset by net payments made on our credit facilities throughout 2017 and taxes paid related to net share settlements of equity awards associated with the Isle transaction.

~~Net cash used for financing activities in 2016 totaled $73.7~~$712.2 million and ~~consisted primarily~~was principally due to $278.0 million of net payments ~~totaling $64.5 million on the~~under our revolving credit facility and ~~$4.3~~$458.0 million of payments on the Term Loan.

Net cash provided by financing activities in 2018 totaled $1.0 billion and was principally due to $600.0 million of proceeds from the issuance of the 6.0% senior notes due 2026 in conjunction with the Tropicana Acquisition, $246.0 million of proceeds from the Lumière Loan (defined below) and $245.0 million of net borrowings under ~~the term loan in 2016. Additionally, $4.3 million was paid in 2016 for debt issuance costs comprised of $3.6 million related to~~ our ~~acquisition of Isle and $0.7 million~~revolving credit facility related to the ~~acquisition~~Elgin Acquisition.

Income Taxes. The Company will pay approximately $28.0 million in cash taxes in 2020 related to the gain on the sales of Mountaineer, Cape Girardeau and Caruthersville in addition to cash taxes related to the Company’s operations, subject to any changes as a result of the ~~Reno properties.~~Merger. During the year ended December 31, 2019, the Company made cash payments for income taxes, net of refunds, totaling $51.1 million, of which $42.7 million, net of refunds, was related to taxes owed in conjunction with the Tropicana Acquisition and sale of Presque.

On July 23, 2015, we issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior ~~Notes”~~Notes due 2023”) pursuant to the indenture, dated as of July 23, 2015 (the ~~“7% Senior Notes~~“2023 Indenture”), between us and U.S. Bank, National Association, as Trustee. The 7% Senior Notes due 2023 will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year.

On or after August 1, 2018, we may redeem all or a portion of the 7% Senior Notes due 2023 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7% Senior Notes due 2023 redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:

Prior to August 1, 2018, we may redeem all or a portion of the 7% Senior Notes at a price equal to 100% of the 7% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (as defined in the ~~7% Senior Notes~~2023 Indenture), we must offer to repurchase the 7% Senior Notes due 2023 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If we sell asset under certain circumstances and does not use the proceeds for specified purposes, we must offer to repurchase the 7% Senior Notes due 2023 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 7% Senior Notes due 2023 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The ~~7% Senior Notes~~2023 Indenture contains certain covenants limiting, among other things, our ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:

These covenants are subject to a number of exceptions and qualifications as set forth in the ~~7% Senior Notes~~2023 Indenture. The ~~7% Senior Notes~~2023 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes due 2023 to be declared due and payable. ~~As of December 31, 2017, we were in compliance with all of the covenants under the 7%~~

On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), our wholly-owned subsidiary, issued $375.0 million in aggregate principal amount of 6%6.0% Senior Notes due 2025 (the “6% Senior ~~Notes”~~Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the ~~“6% Senior Notes~~“2025 Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes due 2025 will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. The proceeds of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accrued on the 6% Senior Notes, were placed in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Isle on May 1, 2017, the escrowed funds were released and we assumed Eagle II’s obligations under the 6% Senior Notes and the 6% Senior Notes Indenture and certain of our subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of our obligations under the 6% Senior Notes.1.

On September 13, 2017, we issued an additional $500.0 million principal amount of the 6% Senior Notes due 2025 at an issue price equal to 105.5% of the principal amount of the 6% Senior ~~Notes.~~Notes due 2025. The additional notes were issued pursuant to the ~~6% Senior Notes~~2025 Indenture that governs the 6% Senior ~~Notes.~~Notes due 2025. We used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the term loan facility and related accrued interest. ~~As a result of the offering and retirement of existing debt, we recognized a loss of $11.1 million during the year ended December 31, 2017.~~

On or after April 1, 2020, we may redeem all or a portion of the 6% Senior Notes due 2025 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes due 2025 redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below:

Prior to April 1, 2020, we may redeem all or a portion of the 6% Senior Notes due 2025 at a price equal to 100% of the 6% Senior Notes due 2025 redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to April 1, 2020, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes due 2025 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes due 2025 redeemed, plus accrued and unpaid interest. If we experience certain change of control events (as defined in the ~~6% Senior Notes~~2025 Indenture), we must offer to repurchase the 6% Senior Notes due 2025 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If we sell assets under certain circumstances and do not use the proceeds for specified purposes, we must offer to repurchase the 6% Senior Notes due 2025 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2025 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The ~~6% Senior Notes~~2025 Indenture contains certain covenants limiting, among other things, our ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:

These covenants are subject to a number of exceptions and qualifications as set forth in the 6% Senior Notes ~~Indenture.~~Indenture due 2025. The ~~6% Senior Notes~~2025 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes due 2025 to be declared due and payable. ~~As of December 31, 2017, we were in compliance with all~~

On September 20, 2018, Delta Merger Sub, Inc. (“Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of the ~~covenants under~~Company, issued $600 million in aggregate principal amount of 6.0% senior notes due 2026 (the “6% Senior Notes due 2026”) pursuant to an indenture, dated as of September 20, 2018 (the “2026 Indenture”), between Escrow Issuer and U.S. Bank, National Association, as Trustee. Interest on the 6% Senior Notes due 2026 will be paid semi-annually in arrears on March 15 and September 15. The Company and the subsidiary guarantors assumed the obligations under the 2026 Indenture ~~relating to~~in connection with the consummation of the Tropicana Acquisition.

On or after September 15, 2021, the Company may redeem all or a portion of the 6% Senior ~~Notes.~~

~~On July 23, 2015, we entered into a new $425.0 million seven year term loan~~Notes due 2026 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and ~~a $150.0 million five year revolving credit facility.~~

~~The term loan bore~~unpaid interest ~~at a rate per annum of, at our option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%. Borrowings under the 2015 revolving credit facility bore~~and additional interest, at a rate per annum of, at our option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on our total leverage ratio. Additionally, we paid a commitment feeif any, on the ~~unused~~6% Senior Notes due 2026 redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated below:

Prior to September 15, 2021, we may redeem all or a portion of the ~~2015~~6% Senior Notes due 2026 at a price equal to 100% of the 6% Senior Notes due 2026 redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to September 15, 2021, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes due 2026 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes due 2026 redeemed, plus accrued and unpaid interest. Upon the occurrence of a Change of Control (if the 6% Senior Notes due 2026 do not have investment grade status) or a Change of Control Triggering Event (each as defined in the 2026 Indenture), the Company must offer to repurchase the 6% Senior Notes due 2026 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must apply the net proceeds of such sale to make an offer to repurchase the 6% Senior Notes due 2026 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2026 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2026 Indenture contains certain covenants limiting, among other things, the Company’s ability to:

These covenants are subject to a number of exceptions and qualifications as set forth in the 2026 Indenture. The 2026 Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes due 2026 to be declared due and payable.

The Company applied the net proceeds of the sale of the 6% Senior Notes due 2026, together with borrowings under its existing revolving credit, ~~facility not being utilized in~~cash on hand and Tropicana’s cash on hand, to pay the ~~amount of 0.50% per annum.~~

~~On May 1, 2017,~~consideration payable by the Company pursuant to the merger agreement, repay all of the debt outstanding ~~amounts~~ under ~~our 2015 credit facility were repaid with proceeds of borrowings under the new~~Tropicana’s existing credit facility and pay fees and costs associated with the ~~2015 credit facility was terminated.~~Tropicana Acquisition that closed on October 1, 2018.

On ~~April 17, 2017, Eagle II~~ ~~entered into~~The Company is party to a ~~new~~ credit agreement ~~by and among Eagle II, as initial borrower,~~with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (as amended, the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a ~~$300.0~~$500.0 million revolving credit facility ~~which was undrawn at closing.~~ (the “Revolving Credit Facility”).The proceeds of the new term loan facility, and additional funds in the amount of $4.5 million in respect of interest expected to be accrued on the new term loan facility, were placed in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Isle on May 1, 2017, the escrowed funds were released and we assumed Eagle II’sCompany’s obligations under the ~~new credit facility and certain of our subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of our~~Revolving Credit Facility will mature on October 1, 2023. The Company’s obligations under the ~~new credit facility.~~Term Loan Facility will mature on April 17, 2024. The Company was required to make quarterly principal payments of $3.6 million on the Term Loan Facility on the last day of each fiscal quarter beginning on June 30, 2017 but satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior Notes due 2025. In addition, the Company is required to make mandatory payments of amounts outstanding under the Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, the Company may be required to apply a portion of its excess cash flow to repay amounts outstanding under the Credit Facility.

As of December 31, ~~2017,~~2019, we had ~~$956.8~~$498.8 million ~~outstanding on the new term loan. There were no~~of borrowings outstanding under the ~~new revolving credit facility as of December 31, 2017.~~Term Loan and no outstanding balance under the Revolving Credit Facility. We had ~~$291.6~~$482.0 million of available borrowing capacity, after consideration of ~~$8.4~~$18.0 million in outstanding letters of credit, under our ~~new revolving credit facility~~Revolving Credit Facility as of December 31, ~~2017. At~~2019. In 2019, we utilized $360.0 million of net proceeds from the sales of Presque, Mountaineer, Cape Girardeau and Caruthersville to repay a portion of amounts outstanding under the Term Loan.

The interest rate per annum applicable to loans under the Revolving Credit Facility is, at our option, either LIBOR plus a margin ranging from 1.75% to 2.50% or a base rate plus a margin from 0.75% to 1.50%. The margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the Term Loan Facility is, at our option, either LIBOR plus 2.25% or a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00%. Additionally, we pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. As of December 31, ~~2017,~~2019, the weighted average interest rate on the ~~new term loan~~Term Loan was ~~3.6%, and the weighted average interest rate on the new revolving credit facility was 4.0% based upon the weighted average interest rate of borrowings outstanding during 2017.~~4.05%.

We applied the net proceeds of the ~~new term loan facility~~Term Loan Facility and borrowings under the ~~new revolving credit facility~~Revolving Credit Facility totaling $135 million, together with the proceeds of the 6% Senior Notes due 2025 and cash on hand, to (i) pay the cash portion of the consideration payable in our acquisition of Isle, (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding 5.875% Senior Notes due 2021 and 8.875% Senior Subordinated Notes due 2020, (iv) repay all amounts outstanding under our ~~2015~~prior credit facility and (v) pay fees and costs associated with our acquisition of Isle and such financing transactions.

Our obligations under the ~~new revolving credit facility~~Revolving Credit Facility will mature on ~~April 17, 2022.~~October 1, 2023. Our obligations under the ~~new term loan facility~~Term Loan Facility will mature on April 17, 2024. We were required to make quarterly principal payments in an amount equal to $3.6 million on the ~~new term loan facility~~Term Loan Facility on the last day of each fiscal quarter beginning on June 30, 2017. We satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior ~~Notes.~~Notes due 2025. In addition, we are required to make mandatory payments of amounts outstanding under the ~~new credit facility~~Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, we are required to apply a portion of its excess cash flow to repay amounts outstanding under the ~~new credit facility.~~

The interest rate per annum applicable to loans under the new revolving credit facility is, at our option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50% or (ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the new term loan facility is, at our option, either (i) LIBOR plus 2.25%, or (ii) a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the new term loan facility or the new revolving credit facility. Additionally, we pay a commitment fee on the unused portion of the new revolving credit facility not being utilized in the amount of 0.50% per annum.Credit Facility.

The ~~new credit facility~~Credit Facility is secured by substantially all of our personal property assets and substantially all personal property assets of each subsidiary that guaranties the ~~new credit facility~~Credit Facility (other than certain subsidiary guarantors designated as immaterial), whether owned on the closing date of the ~~new credit facility~~Credit Facility or thereafter acquired, and mortgages on the real property and improvements owned or leased by us or the ~~new~~ credit facility guarantors. The ~~new credit facility~~Credit Facility is also secured by a pledge of all of the equity owned by us and the ~~new~~ credit facility guarantors (subject to certain gaming law restrictions). The credit agreement governing the ~~new credit facility~~Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the ~~new credit facility~~Credit Facility guarantors to incur additional indebtedness, create liens, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures.

The ~~new credit facility~~Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the subsidiary guarantors to incur debt; create liens; engage in mergers, consolidations or asset dispositions; pay dividends or make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or modify their lines of business.

The ~~new credit facility~~Credit Facility also includes certain financial covenants, including the requirements that we maintain throughout the term of the ~~new credit facility~~Credit Facility and measured as of the end of each fiscal quarter, and solely with respect to loans under the ~~new revolving credit facility,~~Revolving Credit Facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter. We will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter.

The ~~new credit facility~~Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness including the 6% Senior Notes due 2025 and 7% Senior Notes due 2023, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the ~~new credit facility~~Credit Facility would be entitled to take various actions, including accelerating amounts outstanding thereunder and taking all actions permitted to be taken by a secured creditor.

On June 6, 2018, we executed an amendment that modified certain covenants in the Credit Facility to allow for considerations related to the acquisition of Tropicana. The borrowing capacity of the Revolving Credit Facility increased from $300.0 million to $500.0 million effective substantially concurrently with the consummation of the Tropicana Acquisition on October 1, 2018 and the maturity date of the Revolving Credit Facility extended to October 1, 2023.

We borrowed $246 million from GLPI to fund the purchase price of the real estate underlying Lumière. The Lumière Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until October 1, 2020, and matures on October 1, 2020. The Lumière Loan was secured by a first priority mortgage on the Lumière real property that was released pursuant to its terms on October 1, 2019. In connection with the issuance of the Lumière Loan, we agreed to use our commercially reasonable efforts to transfer one or more of the Grand Victoria Casino, Isle Casino Bettendorf, Isle Casino Hotel Waterloo, Isle of Capri Lula, Lady Luck Casino Vicksburg and Mountaineer Casino, Racetrack and Resort or such other property or properties mutually acceptable to us and GLPI, provided that the aggregate value of such property, individually or collectively, is at least $246 million (the “Replacement Property”), to GLPI with a simultaneous leaseback to us of such Replacement Property. In connection with such Replacement Property sale, (i) we and GLPI will enter into an amendment to the Master Lease to revise the economic terms to include the Replacement Property, (ii) GLPI, or one of its affiliates, will assume the Lumière Loan and Tropicana St. Louis RE’s obligations under the Lumière Loan in consideration of the acquisition of the Replacement Property and our obligations under the Lumière Loan will be deemed to have been satisfied and (iii) in the event the value of the Replacement Property is greater than our outstanding obligations under the Lumière Loan, GLPI will pay us the difference between the value of the Replacement Property and the amount of outstanding obligations under the Lumière Loan. If such Replacement Property transaction is not consummated prior to the maturity date of the Lumière Loan, other than as a result of certain failures to perform by GLPI, then the amounts outstanding will be paid in full and the rent under the Master Lease will automatically increase, subject to certain escalations.

As of December 31, ~~2017,~~2019, we were in compliance with all of the covenants under the ~~new credit facility.~~7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026, the Credit Facility and the Lumière Loan.

Our Master Lease is accounted for as a financing obligation and totaled $970.5 million as of December 31, 2019. The Master Lease contains certain covenants, including minimum capital improvement expenditures. As of December 31, 2019, we were in compliance with all of the covenants under the Master Lease. See Note 11 to our Consolidated Financial Statements for additional information about our Master Lease and related matters.

The following table summarizes our estimated contractual payment obligations as of December 31, ~~2017:~~2019:

			Less than						More than					Less than						More than
	Total		1 year		1 - 3 years		3 - 5 years		5 years			Total		1 year		1 - 3 years		3 - 5 years		5 years
	(in millions)											(in millions)
Contractual cash obligations:
Long-term debt obligations(1)	$	2,210.2	$	0.6	$	0.6	$	0.3	$		2,208.7	$	2,597.3	$	246.2	$	0.4	$	874.1	$	1,476.7
Estimated interest payments on long-term debt(2)		773.4		115.4		230.8		235.0			192.2		725.5		151.8		269.4		228.2		76.1
Operating leases(3)		188.2		12.1		18.4		14.2			143.5		651.4		20.0		36.7		33.1		561.6
Gaming tax and license fees(4)		63.8		12.8		25.5		25.5		See note 3
Purchase and other contractual obligations		36.9		25.9		9.7		1.0			0.3
Purchase and other contractual obligations(4)													146.3		20.6		27.7		9.5		88.5
Minimum purse obligations(5)		10.5		10.5		—		—			—		5.2		5.2		—		—		—
Contingent earn-out payments(6)		0.5		0.1		0.2		0.2			—		0.4		0.1		0.3		—		—
Regulatory gaming assessments(7)		3.3		1.4		1.5		0.4			—
Financing Obligation to GLPI(7)													3,871.0		89.2		182.1		187.3		3,412.4
Total	$	3,286.8	$	178.8	$	286.7	$	276.6	$		2,544.7	$	7,997.1	$	533.1	$	516.6	$	1,332.2	$	5,615.3

The table above excludes certain commitments as of December 31, ~~2017,~~2019, for which the timing of expenditures associated with such commitments is unknown, or contractual agreements have not been executed, or the guaranteed maximum price for such contractual agreements has not been agreed upon.

The repayment of our long‑term debt, which consists of indebtedness evidenced by the 6% Senior Notes due 2025, 6% Senior Notes due 2026, 7% Senior Notes due 2023 and the ~~new credit facility,~~Credit Facility, is subject to acceleration upon the occurrence of an event of default under the indentures governing these obligations.

We routinely enter into operational contracts in the ordinary course of our business, including construction contracts for minor projects that are not material to our business or financial condition as a whole. Our commitments relating to these contracts are recognized as liabilities in our consolidated balance sheets when services are provided with respect to such contracts.

We do not believe that inflation has had a significant impact on our revenues, results of operations or cash flows since inception.

We are faced with certain contingencies involving litigation and environmental remediation and compliance. These commitments and contingencies are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 1618 to our consolidated financial statements, both of which are included elsewhere in this report. In addition, new competition may have a material adverse effect on our revenues and could have a similar adverse effect on our liquidity. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business” which is included elsewhere in this report.

Our significant accounting policies are included in Note 2 to our consolidated financial statements, which are included elsewhere in this report. These policies, along with the underlying assumptions and judgments made by our management in their application, have a significant impact on our consolidated financial statements. These judgments are subject to an inherent degree of uncertainty and actual results could differ from our estimates.

We applied the provisions of Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” in the accounting for ~~the merger with MTR, acquisition~~our acquisitions of ~~the Reno properties~~Isle, Elgin, Tropicana and our ~~acquisition of Isle.~~previous acquisitions. It required us to recognize the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of their respective acquisition dates were measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

Accounting for business combinations required our management to make significant estimates and assumptions, including our estimate of the fair value of intangible assets, such as gaming licenses, trade names and loyalty programs. Although we believe the assumptions and estimates made have been reasonable and appropriate, they are inherently uncertain. For our gaming license valuation, our ~~properties~~properties’ estimated future cash flows were the primary assumption in the respective intangible valuations. Cash flow estimates included assumptions regarding factors such as recent and budgeted operating performance, net win per unit (revenue), patron visits and growth percentages. The growth percentages were developed considering general macroeconomic conditions as well as competitive impacts from current and anticipated competition through a review of customer market data, operating margins, and current regulatory, social and economic climates. The most significant of the assumptions used in the valuations included: (1) revenue growth/decline percentages; (2) discount rates; (3) effective income tax rates; (4) future terminal values and (5) capital expenditure assumptions. These assumptions were developed for each of our properties based on historical trends in the current competitive markets in which they operate, and projections of future performance and competition. The primary assumptions with respect to our trade names and loyalty program intangibles ~~primary assumptions~~ were ~~selecting~~ the appropriate royalty rates and cost estimates for replacement cost ~~analyses.~~analyses, respectively.

~~In addition, uncertain tax positions~~Casino Revenue and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the business combination date. We reevaluated these items quarterly based upon facts and circumstances that existed as of the business combination date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of income and could have material impact on our results of operations and financial position.Pari-mutuel Commissions

~~Gaming revenues consist of the~~The Company recognizes net win from gaming activities as casino revenue, which is the difference between ~~amounts wagered~~gaming wins and ~~amounts paid to winning patrons, and is recognized at~~losses, not the ~~time wagers are made net of winning payouts to patrons. Base and progressive~~total amount wagered. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. ~~Pari‑mutuel~~Gaming revenues are recognized net of certain cash and free play incentives. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race ~~tracks. Pari‑mutuel commissions~~tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. ~~We recognize~~The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are ~~made.~~made and are recorded on a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks. Revenues from food and beverage are recognized at the time of sale and revenues from lodging are recognized on the date of stay. Other revenues are recorded at the time services are rendered or merchandise sold. We offer certain promotional allowances to our customers, including complimentary lodging,

Hotel, food and beverage, and ~~promotional credits~~other operating revenues are recognized as services are performed. The revenue for ~~free play~~hotel, food and beverage contracts is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and the transaction price for

such contracts is recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on ~~slot machines.~~a pro rata basis based on each service's stand-alone selling price.

The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program. The retail value of ~~these promotional items~~complimentary food, beverage, hotel rooms and other services provided to customers is ~~shown~~recognized as a reduction ~~in total~~of revenues ~~on our consolidated statements~~for the department which issued the complimentary and revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of ~~income.~~the Company is recorded as an expense when incurred.

For information with respect to our adoption of ASU No. 2014-09, “Revenue from Contracts with Customers,” (Topic 606) effective January 1, 2018, see “Note 2, Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements,”, in the notes to the consolidated financial statements.

We and our subsidiaries file US federal income tax returns and various state and local income tax returns. ~~We do not have~~Our income tax ~~sharing agreements with the other members within the consolidated ERI group. With few exceptions, we~~returns are ~~no longer~~ subject to ~~US federal or state and local tax examinations by tax authorities for years before 2012.~~

~~We were notified~~examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in ~~October of 2016 that its federal~~ tax return for the year ended December 31, 2014 had been selected for examination. In September 2017, the Internal Revenue Service informed us that they completed the examination of the tax return and made no changes. However, we may bereturns are sometimes subject to ~~tax audits~~uncertainty in the future and the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we would be required to adjust our provision for income taxes in the period such resolution occurs. While we believe our reported results are materially accurate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (5) bonus depreciation that will allow for full expensing of qualified property; and (6) limitations on the deductibility of certain executive compensation.

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws ~~that were~~and may not ultimately be accepted by the IRS or other tax authorities. See Note 13 in ~~effect immediately before~~ the ~~enactment~~accompanying consolidated financial statements for a discussion of the ~~Tax Act.~~

~~In connection with our initial analysis of the~~status and impact of examinations by tax authorities.

We record income taxes under the Tax Act, for certain of our net deferred tax liabilities, we have recorded a decrease of $112.4 million, net of the related change in valuation allowance, with a corresponding net adjustment to deferred income tax benefit for the year ending December 31, 2017 as a result of the corporate rate reduction. For various reasons that are discussed more fully below, we have not completed our accounting for the income tax effects of certain elements of the Tax Act, therefore, we have made reasonable estimates of the effects of the elements for which our analysis is not yet complete.

While we have not yet completed all of the computations necessary or completed an inventory of our 2017 expenditures that qualify for immediate expensing, we have recorded a provisional benefit based on our current intent to fully expense all qualifying expenditures. This did not result in any significant change to our current income tax payable or in our deferred tax liabilities due to our federalasset and ~~state net operating loss carry forwards.~~

For the year ended December 31, 2015, the difference between the effective rate and the statutory rate is attributable primarily to the release of a majority of the federal and related state valuation allowances on ourliability method, whereby deferred tax assets and ~~the non-taxable gain~~liabilities are recognized based on the ~~fair value adjustment~~expected future tax consequences of ~~a previously unconsolidated affiliate.~~temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and as attributable to operating loss and tax credit carryforwards. We ~~continue to provide for~~reduce the carrying amounts of deferred tax assets by a valuation allowance ~~against net federal and state~~if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets ~~associated~~is assessed periodically based on the “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. As of December 31, 2015, we also continued to provide for a valuation allowance against net state deferredoperating loss and tax ~~assets relating to operations in Pennsylvania~~credit carryforwards not expiring unused, and ~~West Virginia. Management determined it was not more-likely-than-not that we will realize these net deferred~~ tax ~~assets.~~planning alternatives.

For the year ended December 31, 2016, the difference between the effective rate and the statutory rate is attributable primarily to the release of a majority of the state valuation allowances on our West Virginia deferred tax assets and excess tax benefits on stock compensation under Accounting Standards Update 2016-09, Compensation – Stock Compensation, which we adopted effective the first quarter of 2016. We continue to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. As of December 31, 2016, we also continued to provide for a valuation allowance against net state deferred tax assets relating to operations in Pennsylvania. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets.

For the year ended December 31, 2017, the difference between the effective rate and the statutory rate is attributable primarily to the impact of the Tax Act discussed more fully above, non-deductible asset impairment charges, non-deductible transaction costs incurred and changes in the effective state tax rate associated with the acquisition of Isle of Capri Casinos, Inc., and the release of the valuation allowance against certain Pennsylvania deferred tax assets. We continue to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. We also continue to provide for a valuation allowance against net state deferred tax assets relating to certain operations in Pennsylvania, Louisiana, Colorado and Iowa. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets.

federal, City of Columbus, Ohio, City of Kansas City, Missouri, West Virginia, Missouri and certain Pennsylvania, Colorado and Florida deferred tax assets, with the exception of non-operating land. We continue to provide for a valuation allowance against net state deferred tax assets relating to certain operations in Pennsylvania, Louisiana, Colorado and Iowa. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets. We will continue to evaluate the realization of its deferred tax assets on a quarterly basis and make adjustments to its valuation allowance as appropriate.

For income tax purposes we amortize or depreciate certain assets that have been assigned an indefinite life for book purposes. The incremental amortization or depreciation deductions for income tax purposes result in an increase in certain deferred tax liabilities that cannot be used as a source of future taxable income for purposes of measuring our need for a valuation allowance against the net deferred tax assets. Therefore, we expect to record non cash deferred tax expense as we amortize these assets for tax purposes.

Under the applicable accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is more‑likely‑than‑not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The accounting standards also provide guidance on de‑recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. We have recorded no liability associated with uncertain tax positions at December 31, ~~2017~~2019 and ~~2016.~~2018.

Property and equipment isare recorded at cost, except for assets acquired in ~~the Isle, Silver Legacy, Circus Reno and MTR Gaming acquisitions,~~our business combinations which were adjusted for fair value under ASC 805, and are depreciated over their remaining estimated useful life or lease term. Judgments are made in determining estimated useful lives and salvage values of these assets. The accuracy of these estimates affects the amount of depreciation expense recognized in our financial results and whether we have a gain or loss on the disposal of assets. We review depreciation estimates and methods as new events occur, more experience is acquired and additional information is obtained that would possibly change our current estimates.

Property, equipment and other long‑lived assets are assessed for impairment in accordance with ASC ~~360—~~360, Property, Plant, and ~~Equipment~~.Equipment. We evaluate our long‑lived assets ~~periodically~~ for impairment issues ~~or, more frequently,~~ whenever events or circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets is determined by comparing the net carrying value to the sum of the estimated future net undiscounted cash flows expected to be generated by these assets. The amount of impairment loss, if any, is measured by the difference between the net carrying value and the estimated fair value of the asset which is typically measured using a discounted cash flow model (Level 3 of the fair value hierarchy). For assets to be disposed of, impairment is recognized based on the lower of carrying value or fair value less costs of disposal, as estimated based on comparable asset sales, offers received or a discounted cash flow model. As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million for the year ended December 31, 2018 was recorded to property and equipment due to the carrying value of net property and equipment being sold exceeding net sales proceeds. Based on the results of our periodic reviews we have not recorded any long-lived assets impairment charges during the years ended December 31, ~~2017, 2016~~2019 and ~~2015.~~2017.

For undeveloped properties, including non‑operating real properties, when indicators of impairment are present, properties are evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset or market comparisons are less than the asset’s carrying amount. The amount of the impairment loss is calculated as the excess of the asset’s carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. The fair value measurements employed for our impairment evaluations, which are subject to the assumptions and factors as previously discussed, were generally based on a review of comparable activities in the marketplace, which fall within Level 3 of the fair value hierarchy.As a result of the sale of certain non-operating real property located in Pennsylvania, we recognized an impairment charge of $1.0 million during the year ended December 31, 2019.

Goodwill represents the excess of ~~the~~ purchase price ~~paid~~ over ~~the~~ fair market value of ~~the~~ net assets ~~of the~~ acquired ~~business.~~in business combinations. Intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition. Goodwill and ~~other indefinite‑lived~~indefinite-lived intangible assets ~~are~~must be reviewed for impairment at least annually ~~during~~and between annual test dates in certain circumstances. We utilize the ~~fourth quarter, or~~option to perform a step zero analysis for each of our reporting units and if we conclude it was more ~~frequently if events or changes in circumstances indicate~~likely than not that ~~an asset might be impaired.~~

the fair values of certain reporting units are less than their carrying values, then we utilize the two-step quantitative analysis for such reporting units. As a result of our annual impairment ~~review,~~tests, none of our reporting units incurred any goodwill impairment charges ~~totaling~~in 2019 and 2018. For our 2017 annual impairment tests, we concluded it was more likely than not that the fair values of certain reporting units were less than their carrying values and as a result of the two-step quantitative analysis performed in 2017, we recorded impairment charges of $34.9 million and $3.1 million related to goodwill and trade names, ~~respectively, were recorded in 2017. The fair value measurements employed~~respectively. In conjunction with the classification of Vicksburg’s operations as assets held for ~~our~~sale at March 31, 2018, an impairment ~~evaluations, which are subject~~charge totaling $9.8 million to ~~the assumptions and factors as previously discussed, were generally based on a review of comparable activities in the marketplace, which fall within Level 3 of the fair value hierarchy~~

Goodwill is tested by comparing the carrying value of the reporting unit to its fair value. We estimate the fair value of the reporting unit utilizing income and market approaches. The income approach is based on projected future cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. The market approach is based on our market capitalization at the testing date.goodwill was recorded.

Our indefinite‑lived intangible assets consist of racing and gaming licenses and trade names and are evaluated for impairment annually by comparing the fair value of the asset to its carrying value. Any excess of carrying value over the fair value is recognized as an impairment within the consolidated statements of income in the period of review.

The gaming and racing licenses were valued in aggregate for each respective property, as these licenses are considered to be the most significant asset of the properties and the gaming licenses could not be obtained without holding the racing licenses. Therefore, a market participant would consider the licenses in aggregate. The fair value of the licenses is calculated using an excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the property to the gaming license intangible assets less charges for the use of the other identifiable assets of the property, including working capital, fixed assets, and other intangible assets. We believe this methodology is appropriate as the gaming licenses are the primary asset to the properties, the licenses are linked to each respective facility and it’s the lowest level at which discrete cash flows can be directly attributable to the assets. Under the gaming legislation applicable to our properties, licenses are property specific and can only be acquired if a buyer acquires the existing facility. Because existing licenses may not be acquired and transferred for use at a different facility, the estimated future cash flows of each of our properties was the primary assumption in the valuation of such property.

We value trade names using the relief‑from‑royalty method with royalty rates range from 0.5% ‑ 1.0%. Trade names recorded as part of the merger with MTR are amortized on a straight‑line basis over a ~~3.5 year~~3.5-year useful life and the trade names recorded as part of our acquisition of Tropicana, Elgin, Isle and acquisition of the Reno properties are not amortized (deemed indefinite-lived).

The loyalty programs were valued using a combination of a replacement cost and lost profits analysis and the loyalty programs are amortized on a straight‑line basis over a one- to ~~three-year~~five-year useful life.

Assessing goodwill and indefinite‑lived intangible assets for impairment is a process that requires significant judgment and involves detailed ~~quantitative~~qualitative and ~~qualitative~~quantitative business‑specific analysis and many individual assumptions which fluctuate between assessments. Our properties’ estimated future cash flows are a primary assumption in the respective impairment analyses. Unforeseen events, changes in circumstances and market conditions and material differences in estimates of future cash flows could negatively affect the fair value of our assets and result in an impairment charge, which could be material. Cash flow estimates include assumptions regarding factors such as recent and budgeted operating performance, net win per unit (revenue), patron visits, growth percentages which are developed considering general macroeconomic conditions as well as competitive impacts from current and anticipated competition through a review of customer market data, operating margins, and current regulatory, social and economic climates. These estimates could also be negatively impacted by changes in federal, state, or local regulations, economic downturns or developments and other market conditions affecting travel and access to the properties. The most significant of the assumptions used in our valuations include: (1) revenue growth/decline percentages; (2) discount rates; (3) effective income tax rates; (4) future terminal values and (5) capital expenditure assumptions. These assumptions were developed for each property based on historical trends, the current competitive markets in which they operate, and projections of future performance and competition.

We believe we have used reasonable estimates and assumptions to calculate the fair value of our goodwill reporting units and other indefinite‑lived intangible assets; however, these estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair value of our licensing intangibles below the carrying value reflected on the consolidated balance sheet, we may be required to conduct an interim test or possibly recognize impairment charges, which may be material, in future periods.

We reserve an estimated amount for receivables that may not be collected. Methodologies for estimating bad debt reserves range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer relationships, in determining specific reserves. As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for bad debts.

We are self‑insured for various levels of general liability, employee medical insurance coverage and workers’ compensation coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. We utilize independent consultants to assist management in its determination of estimated insurance liabilities. While the total cost of claims incurred depends on future developments, in managements’ opinion, recorded reserves are adequate to cover future claims payments. Self-insurance reserves for employee medical claims and workers’ compensations are included in accrued payroll and related on the consolidated balance sheets. Self‑insurance reserves for general liability claims are included in accrued other liabilities on the consolidated balance sheets.

We offer programs at our properties whereby ~~our~~ participating ~~patrons~~customers can accumulate points for wagering that can be redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and, in limited situations, cash. ~~Based~~The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less estimated breakage, are recorded as a reduction of casino revenues at the standalone selling price of the points when earned based upon the retail value of the benefits, historical redemption rates and estimated ~~redemptions~~breakage and recognized as departmental revenue based on where such points are redeemed upon fulfillment of the performance obligation. The loyalty program ~~points, an estimated~~ liability represents a deferral of revenue until redemption occurs, which is established for the cost of redemption on earned but unredeemed points. The estimated cost of redemption utilizes estimates and assumptions of the mix of the various product offerings for which the points will be redeemed and costs of such product offerings. Changes in the programs, membership levels and redemption patterns of our participating patrons can impact this liability.typically less than one year.

We utilize estimates for litigation, claims and assessments. These estimates are based on our knowledge and experience regarding current and past events, as well as assumptions about future events. If our assessment of such a matter should change, we may have to change the estimates, which may have an adverse effect on our financial position, results of operations or cash flows. Actual results could differ from these estimates.

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2, Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements, in the notes to the consolidated financial statements.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are exposed to changes in interest rates primarily from variable rate long‑term debt arrangements. ~~At December 31, 2017, interest on borrowings under our New Credit Facility was subject to fluctuation based on changes in short-term interest rates.~~

As of December 31, ~~2017,~~2019, our variable‑rate long‑term ~~variable‑rate~~ borrowings totaled ~~$956.8~~$498.8 million under the ~~New~~Term Loan. No amounts were outstanding under the Revolving Credit Facility. Variable‑rate borrowings under the Term Loan and the Revolving Credit Facility represented approximately ~~43%~~19% of our long‑term ~~debt. In conjunction with the issuance of $500 million of additional 6% Senior Notes and the retirement of variable rate~~ debt ~~in September 2017, this percentage declined from 54%~~ as of December 31, ~~2016.~~2019, declining from 36% as of December 31, 2018. During ~~2017,~~the year ended December 31, 2019, the weighted average interest rates on our variable and fixed rate debt were ~~3.8%~~4.0% and ~~6.3%~~6.5%, respectively.

LIBOR is expected to be discontinued after 2021. The interest rate per annum applicable to loans under our Credit Facility is, at our option, either LIBOR plus a margin or a base rate plus a margin. The Credit Facility permits the administrative agent to select, in its reasonable discretion, an alternative base rate in the event that LIBOR is discontinued, but there can be no assurances as to what alternative base rates may be and whether such base rate will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

The Company evaluates its exposure to market risk by monitoring interest rates in the marketplace and has, on occasion, utilized derivative financial instruments to help manage this risk. The Company does not utilize derivative financial instruments for trading purposes. There were no material quantitative changes in our market risk exposure, or how such risks are managed, for the year ended December 31, ~~2017.~~2019.

The following table provides information as of December 31, ~~2017~~2019 about our debt obligations, including debt that is sensitive to changes in interest rates, and presents principal payments and related weighted-average interest rates by expected maturity dates. Implied forward rates should not be considered a predictor of actual future interest rates.

The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:

	(in thousands)
	2018			2019			2020			2021			2022			Thereafter			Total			(in thousands)
Fixed Rate Debt																						2020			2021			2022			2023			2024			Thereafter			Total
6% Senior Notes	$	—		$	—		$	—		$	—		$	—		$	875,000		$	875,000
7% Senior Notes		—			—			—			—			—			375,000			375,000
6% Senior Notes due 2025																						$	—		$	—		$	—		$	—		$	—		$	875,000		$	875,000
6% Senior Notes due 2026																							—			—			—			—			—			600,000			600,000
7% Senior Notes due 2023																							—			—			—			375,000			—			—			375,000
Lumière Note																							246,000			—			—			—			—			—			246,000
Fixed Interest Rate		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%		6.48	%		6.20	%		6.20	%		6.13	%		6.00	%		6.00	%		6.19	%

Variable Rate Debt
Term Loan (1)	$	—		$	—		$	—		$	—		$	—		$	956,750		$	956,750		$	—		$	—		$	—		$	—		$	498,750		$	—		$	498,750
Revolving Credit Facility																							—			—			—			—			—			—			—
Average Interest Rate		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%		—	%		4.00	%

As of December 31, ~~2017,~~2019, borrowings outstanding under our ~~new term loan~~Term Loan were ~~long-term~~ variable-rate borrowings. Assuming a 100 basis-point increase in LIBOR (in the case of the ~~new~~ term loan, over the 1% floor specified in our credit agreement), our annual interest cost would change by ~~$9.6~~$5.0 million based on gross amounts outstanding at December 31, ~~2017.~~2019.

Our consolidated financial statements and notes to consolidated financial statements, including the report of Ernst & Young LLP thereon, are included at pages 6887 through ~~118~~148 of this Annual Report on Form 10‑K.

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost‑benefit relationship of possible controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined inunder the Exchange Act Rules 13a-15(e) and 15d-15(e) ~~promulgated under the Exchange Act)~~) as of the end of the period covered by this Form 10-K Annual Report and as required by Rules 13a-15(b) and 15d-15(b) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures ~~were effective~~ as of ~~December 31, 2017, at a reasonable assurance level.~~the end of the period covered by this Form 10-K Annual Report are effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, evaluated and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) for Eldorado Resorts, Inc. and its subsidiaries.

This system is designed to provide reasonable assurance to the Company’s management regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation and assessment, management believes that, as of December 31, ~~2017,~~2019, our internal control over financial reporting was effective based on those criteria.

The Company completed its acquisition of Isle of Capri Casinos, Inc. (“Isle”) on May 1, 2017 (the “Isle Acquisition”). Since the Company has not yet fully incorporated the internal controls and procedures of Isle into the Company’s internal control over financial reporting, management excluded Isle from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. The Isle Acquisition constituted 53% of total assets as of December 31, 2017, and 41% of net revenues for the year then ended.

Ernst & Young LLP, an independent registered public accounting firm, has ~~issued an attestation report on~~audited our internal control over financial reporting as of December 31, ~~2017,~~2019, as stated in its report which ~~report~~ follows below.

~~Except as noted below, during~~During the quarter ended December 31, ~~2017,~~2019, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~On May 1, 2017, we completed the acquisition of Isle. See Part IV,~~ ~~Item 15, Financial Statement Schedules, Note 3: Isle Acquisition and Reno Acquisition and Preliminary Purchase Accounting~~, for a discussion of the acquisition and related financial data. The Company is in the process of integrating Isle and our internal control over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the Isle Acquisition, there were no changes in our internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

We have audited Eldorado Resorts, Inc.’s internal control over financial reporting as of December 31, ~~2017,~~2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Eldorado Resorts, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2019, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting included in Item 9A, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Isle of Capri Casinos, Inc., which is included in the 2017 consolidated financial statements of the Company and constituted 53% of total assets as of December 31, 2017 and 41% of net revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Isle of Capri Casinos, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of ~~Eldorado Resorts, Inc.~~the Company as of December 31, ~~2017~~2019 and ~~2016, and~~2018, the related consolidated statements of income, comprehensive income, ~~stockholders'~~stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2017,~~2019, and the related notes and the financial statement schedule listed in the Index at Item 15 (a)(ii) of the Company and our report dated February 27, ~~2018~~2020 expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than April ~~30, 2018,~~29, 2020, pursuant to Regulation 14A under the Securities Act.

We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of ethics and business conduct is posted on our website, http://www.eldoradoresorts.com (accessible through the “Corporate Governance” caption of the Investor Relations page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Eldorado Resorts, Inc., c/o Corporate Secretary, 100 West Liberty Street, Suite 1150, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of ethics and business conduct by posting such information on our website.

The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April ~~30, 2018,~~29, 2020, pursuant to Regulation 14A under the Securities Act.

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

We have audited the accompanying consolidated balance sheets of Eldorado Resorts, Inc. (the Company) as of December 31, ~~2017~~2019 and ~~2016, and~~2018, the related consolidated statements of income, comprehensive income, ~~stockholders'~~stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2017,~~2019, and the related notes and the financial statement schedule listed in the Index at Item 15 (a)(ii) (collectively referred to as the ~~“financial~~“consolidated financial statements”). In our opinion, the consolidated financial statements ~~referred to above~~ present fairly, in all material respects, the ~~consolidated~~ financial position of the Company at December 31, ~~2017~~2019 and ~~2016,~~2018, and the ~~consolidated~~ results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2017,~~2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, ~~2018~~2020 expressed an unqualified opinion thereon.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for the recognition and measurement of leases in the year ended December 31, 2019, due to the adoption of ASU No. 2016-02, ASC 842 Leases and related amendments.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

	December 31,		December 31,		December 31,		December 31,
	2017		2016		2019		2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	134,596	$	61,029	$	206,317	$	230,752
Restricted cash		3,267		2,414
Restricted cash and investments						3,507		24,892
Marketable securities		17,631		—		34,634		16,957
Accounts receivable, net		45,797		14,694		53,899		60,169
Due from affiliates		243		—		3,806		327
Inventories		16,870		11,055		18,379		20,595
Prepaid income taxes		4,805		69
Prepaid expenses and other		27,823		12,492
Income taxes receivable						—		15,731
Prepaid expenses						30,966		48,002
Assets held for sale						253,135		155,771
Total current assets		251,032		101,753		604,643		573,196
PROPERTY AND EQUIPMENT, NET		1,502,817		612,342
GAMING LICENSES AND OTHER INTANGIBLES, NET		996,816		487,498
GOODWILL		747,106		66,826
NON-OPERATING REAL PROPERTY		18,069		14,219
OTHER ASSETS, NET		30,632		11,406
Investments in and advances to unconsolidated affiliates						135,828		1,892
Property and equipment, net						2,614,524		2,882,606
Gaming licenses and other intangibles, net						1,111,398		1,362,006
Goodwill						909,717		1,008,316
Right-of-use assets						188,219		—
Other assets, net						76,224		83,446
Total assets	$	3,546,472	$	1,294,044	$	5,640,553	$	5,911,462
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	615	$	4,545	$	246,175	$	462
Accounts payable		34,778		21,576		61,951		58,524
Due to affiliates		—		259
Accrued property, gaming and other taxes		43,212		18,790		43,050		51,931
Accrued payroll and related		53,330		14,588		62,337		87,332
Accrued interest		25,607		14,634		36,480		42,780
Income taxes payable		171		—		23,898		47,475
Short-term lease obligation						19,991		—
Accrued other liabilities		61,346		27,648		157,079		102,982
Liabilities related to assets held for sale						37,485		10,691
Total current liabilities		219,059		102,040		688,446		402,177
LONG-TERM DEBT, LESS CURRENT PORTION		2,189,578		795,881
DEFERRED INCOME TAXES		164,130		90,385
OTHER LONG-TERM LIABILITIES		28,579		7,287
Long-term financing obligation to GLPI						970,519		959,835
Long-term debt, less current portion						2,324,541		3,261,273
Deferred income taxes						197,266		200,010
Long-term lease obligation						176,932		—
Other long-term liabilities						165,592		59,014
Total liabilities		2,601,346		995,593		4,523,296		4,882,309
COMMITMENTS AND CONTINGENCIES (Note 16)
Commitments and contingencies (Note 18)
STOCKHOLDERS' EQUITY:
Common stock, 100,000,000 shares authorized, 76,825,966 and 47,105,744 issued and outstanding, par value $0.00001 as of December 31, 2017 and 2016, respectively		—		—
Common stock, 200,000,000 shares authorized, 77,569,117 and 77,215,066 issued and outstanding, net of treasury shares, par value $0.00001 as of December 31, 2019 and December 31, 2018, respectively						1		1
Paid-in capital		746,547		173,879		759,547		748,076
Retained earnings		198,500		124,560		366,463		290,206
Treasury stock at cost, 223,823 shares held at December 31, 2019 and 2018						(9,131)		(9,131	)
Accumulated other comprehensive income		79		12		377		1
Total stockholders’ equity		945,126		298,451		1,117,257		1,029,153
Total liabilities and stockholders’ equity	$	3,546,472	$	1,294,044	$	5,640,553	$	5,911,462

The accompanying notes are an integral part of these consolidated financial statements.

	For the Year Ended
	December 31,									Year Ended December 31,
	2017			2016			2015			2019			2018			2017
REVENUES:
Casino	$	1,228,540		$	693,013		$	614,227
Pari-mutuel commissions		14,134			8,600			9,031
Casino and pari-mutuel commissions										$	1,808,186		$	1,553,378		$	1,099,027
Food and beverage		193,260			142,032			97,740			301,417			247,339			198,246
Hotel		119,095			94,312			37,466			299,908			183,804			133,338
Other		51,560			45,239			26,077			118,738			71,486			50,187
		1,606,589			983,196			784,541
Less-promotional allowances		(133,085	)		(90,300	)		(64,757	)
Net operating revenues		1,473,504			892,896			719,784
Net revenues											2,528,249			2,056,007			1,480,798
EXPENSES:
Casino		638,362			390,325			357,572
Pari-mutuel commissions		13,509			9,787			9,973
Casino and pari-mutuel commissions											802,327			749,289			561,089
Food and beverage		94,723			81,878			52,606			238,661			202,618			169,848
Hotel		34,282			30,746			11,307			99,223			65,009			50,575
Other		26,030			26,921			15,325			45,938			38,676			32,156
Marketing and promotions		82,525			40,600			31,227			129,373			106,161			83,174
General and administrative		241,095			130,172			96,870			476,751			349,598			241,037
Corporate		30,739			19,880			16,469			65,996			46,632			30,739
Impairment charges		38,016			—			—			958			13,602			38,016
Depreciation and amortization		105,891			63,449			56,921			221,525			157,429			105,891
Total operating expenses		1,305,172			793,758			648,270			2,080,752			1,729,014			1,312,525
LOSS ON SALE OR DISPOSAL OF PROPERTY AND EQUIPMENT		(319	)		(836	)		(6	)
PROCEEDS FROM TERMINATED SALE		20,000			—			—
TRANSACTION EXPENSES		(92,777	)		(9,184	)		(2,452	)
EQUITY IN (LOSS) INCOME OF UNCONSOLIDATED AFFILIATES		(367	)		—			3,460
OPERATING INCOME		94,869			89,118			72,516
OTHER INCOME (EXPENSE):
Gain (loss) on sale of businesses and disposal of property and equipment											49,575			(835	)		(319	)
Proceeds from terminated sales											—			5,000			20,000
Transaction expenses											(84,658	)		(20,842	)		(92,777	)
Loss from unconsolidated affiliates											(2,441	)		(213	)		(367	)
Operating income											409,973			310,103			94,810
OTHER EXPENSE:
Interest expense, net		(99,769	)		(50,917	)		(61,558	)		(286,248	)		(171,732	)		(99,769	)
Gain on valuation of unconsolidated affiliate		—			—			35,582
Loss on early retirement of debt, net		(38,430	)		(155	)		(1,937	)		(7,512	)		(162	)		(38,430	)
Unrealized gain (loss) on restricted investment											8,765			(2,587	)		—
Total other expense		(138,199	)		(51,072	)		(27,913	)		(284,995	)		(174,481	)		(138,199	)
NET (LOSS) INCOME BEFORE INCOME TAXES		(43,330	)		38,046			44,603
BENEFIT (PROVISION) FOR INCOME TAXES		117,270			(13,244	)		69,580
NET INCOME	$	73,940		$	24,802		$	114,183

Net Income per share of Common Stock:
Net income (loss) before income taxes											124,978			135,622			(43,389	)
(Provision) benefit for income taxes											(43,977	)		(40,387	)		116,769
Net income										$	81,001		$	95,235		$	73,380
Net income per share of common stock:
Basic	$	1.10		$	0.53		$	2.45		$	1.04		$	1.23		$	1.09
Diluted	$	1.09		$	0.52		$	2.43		$	1.03		$	1.22		$	1.08
Weighted Average Basic Shares Outstanding		67,133,531			47,033,311			46,550,042
Weighted Average Diluted Shares Outstanding		68,102,814			47,701,562			47,008,980
Weighted average basic shares outstanding											77,677,265			77,458,902			67,133,531
Weighted average diluted shares outstanding											78,593,819			78,282,101			68,102,814

The accompanying notes are an integral part of these consolidated financial statements.

	Common Stock																				Common Stock														Treasury Stock
	Shares			Amount		Paid-in Capital			Retained Earnings			Non- controlling Interest			Accumulated Other Comprehensive Income			Total			Shares			Amount		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Shares		Amount			Total
Balance, December 31, 2014		46,426,714		$	—	$	165,857		$	(14,425	)	$	103		$	87		$	151,622
Issuance of restricted stock units		17,980			—		1,488			—			—			—			1,488
Acquisition of non-controlling interest		373,135			—		3,552			—			(103	)		—			3,449
Net income		—			—		—			114,183			—			—			114,183
Other comprehensive income		—			—		—			—			—			(75	)		(75	)
Balance, December 31, 2015		46,817,829			—		170,897			99,758			—			12			270,667
Issuance of restricted stock units		217,997			—		3,341			—			—			—			3,341
Net income		—			—		—			24,802			—			—			24,802
Other comprehensive income		—			—		—			—			—			—			—
Exercise of stock options		132,900			—		385			—			—			—			385
Shares withheld related to net share settlement of stock awards		(62,982	)		—		(744	)		—			—			—			(744	)
Balance, December 31, 2016		47,105,744			—		173,879			124,560			—			12			298,451			47,105,744		$	—	$	173,879		$	122,078		$	12			—	$	—		$	295,969
Isle common stock exchanged at merger		28,468,182			—		574,811			—						—			574,811			28,468,182			—		574,811			—			—			—		—			574,811
Issuance of restricted stock units		1,070,552			—		6,322			—			—			—			6,322			1,070,552			—		6,322			—			—			—		—			6,322
Other																						—					—			(487	)		—			—		—			(487	)
Net income		—			—		—			73,940			—			—			73,940			—			—		—			73,380			—			—		—			73,380
Other comprehensive income		—			—		—			—			—			67			67			—			—		—			—			67			—		—			67
Exercise of stock options		1,185,745			—		2,900			—			—			—			2,900			1,185,745			—		2,900			—			—			—		—			2,900
Shares withheld related to net share settlement of stock awards		(1,004,257	)		—		(11,365	)		—			—			—			(11,365	)		(1,004,257	)		—		(11,365	)		—			—			—		—			(11,365	)
Balance, December 31, 2017		76,825,966		$	—	$	746,547		$	198,500		$	—		$	79		$	945,126			76,825,966		$	—	$	746,547		$	194,971		$	79			—	$	—		$	941,597
Issuance of restricted stock units																						848,737			1		13,083			—			—			—		—			13,084
Purchase of treasury shares																						—			—		—			—			—			223,823		(9,131	)		(9,131	)
Net income																						—			—		—			95,235			—			—		—			95,235
Other comprehensive loss																						—			—		—			—			(78	)		—		—			(78	)
Exercise of stock options																						67,336			—		154			—			—			—		—			154
Shares withheld related to net share settlement of stock awards																						(303,150	)		—		(11,708	)		—			—			—		—			(11,708	)
Balance, December 31, 2018																						77,438,889		$	1	$	748,076		$	290,206		$	1			223,823	$	(9,131	)	$	1,029,153
Cumulative change in accounting principle, net of tax																						—			—		—			(4,744	)		—			—		—			(4,744	)
Issuance of restricted stock units																						540,753			—		19,719			—			—			—		—			19,719
Net income																						—			—		—			81,001			—			—		—			81,001
Other comprehensive income																						—			—		—			—			376			—		—			376
Shares withheld related to net share settlement of stock awards																						(186,702	)		—		(8,248	)		—			—			—		—			(8,248	)
Balance, December 31, 2019																						77,792,940		$	1	$	759,547		$	366,463		$	377			223,823	$	(9,131	)	$	1,117,257

The accompanying notes are an integral part of these consolidated financial statements.

Year Ended December 31,

2017

2016

2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

73,940

$

24,802

$

114,183

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization

105,891

63,449

56,921

Amortization of deferred financing costs, discount and debt premium

6,289

3,520

(4,372
)
Equity in loss (income) of unconsolidated affiliates

367

—

(3,460
)
Loss on early retirement of debt

38,430

155

1,937

Gain on valuation of unconsolidated affiliate

—

—

(35,582
)
Change in fair value of acquisition related contingencies

37

57

90

Stock compensation expense

6,322

3,341

1,488

Loss on sale or disposal of property and equipment

319

836

6

Provision (benefit) for bad debt

531

161

(18
)
Impairment charges

38,016

—

—

(Benefit) provision for deferred income taxes

(113,062
)

11,344

(70,773
)
Change in operating assets and liabilities:

Restricted cash

355

2,857

711

Sale of trading securities

101

—

—

Accounts receivable

(19,110
)

(4,874
)

2,955

Inventory

105

687

(71
)
Prepaid expenses and other assets

(629
)

(1,654
)

2,094

Interest payable

10,974

(344
)

(14,112
)
Income taxes payable

(470
)

—

(137
)
Accounts payable and accrued liabilities

(18,165
)

(6,767
)

4,855

Net cash provided by operating activities

130,241

97,570

56,715

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net

(83,522
)

(47,380
)

(36,762
)
Reimbursement of capital expenditures from West Virginia regulatory authorities

361

4,207

1,266

Restricted cash

19,514

—

—

Proceeds from sale of property and equipment

135

1,560

153

Net cash used in business combinations

(1,343,659
)

(194
)

(125,016
)
Investment in and loans to unconsolidated affiliate

(604
)

—

(1,010
)
Decrease in restricted cash due to credit support deposit

—

—

2,500

Decrease in other assets, net

—

659

115

Net cash used in investing activities

(1,407,775
)

(41,148
)

(158,754
)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of New Term Loan

1,450,000

—

—

Proceeds from issuance of 6% Senior Notes

875,000

—

—

Proceeds from issuance of 7% Senior Notes

—

—

375,000

Borrowings under New Revolving Credit Facility

166,953

—

—

Payments under Term Loan

(1,062
)

(4,250
)

425,000

Payments under New Term Loan

(493,250
)

—

—

Payments under New Revolving Credit Facility

(166,953
)

—

—

Borrowings under Prior Revolving Credit Facility

41,000

73,000

131,000

Payments under Prior Revolving Credit Facility

(29,000
)

(137,500
)

(37,500
)
Retirement of Term Loan

(417,563
)

—

—

Retirement of Prior Revolving Credit Facility

(41,000
)

—

—

Debt premium proceeds

27,500

—

—

Payment of other long-term obligation

(43
)

—

—

Principal payments under 7% Senior Notes

—

—

(2,125
)
Retirement of long-term debt

—

—

(728,664
)
Payments on capital leases

(490
)

(274
)

(88
)
Debt issuance costs

(51,526
)

(4,288
)

(25,820
)
Call premium on early retirement of debt

—

—

(44,090
)
Taxes paid related to net share settlement of equity awards

(11,365
)

(744
)

—

Proceeds from exercise of stock options

2,900

385

—

Net cash provided by (used in) financing activities

1,351,101

(73,671
)

92,713

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

73,567

(17,249
)

(9,326
)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

61,029

78,278

87,604

CASH AND CASH EQUIVALENTS, END OF YEAR

$

134,596

$

61,029

$

78,278

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid

$

84,604

$

47,696

$

78,378

Local income taxes paid

246

1,662

1,198

NON-CASH FINANCING ACTIVITIES

Net change in payables for capital expenditures

(317
)

4,222

500

Equipment acquired under capital leases

—

—

870


	Year Ended December 31,
	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	81,001		$	95,235		$	73,380
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		221,525			157,429			105,891
Amortization of deferred financing costs, discount and debt premium		18,267			8,175			6,289
Deferred revenue		(7,140	)		—			—
Equity in loss of unconsolidated affiliates		2,441			213			367
Loss on early retirement of debt		7,512			162			38,430
Lease amortization		3,096			675			—
Unrealized (gain) loss on restricted investment		(8,765	)		2,587			—
Stock compensation expense		19,719			13,084			6,322
Loss (gain) on sale of businesses and disposal of property and equipment		(49,575	)		835			319
Impairment charges		958			13,602			38,016
(Benefit) provision for deferred income taxes		(1,649	)		33,865			(112,561	)
Other		1,962			1,483			567
Change in operating assets and liabilities:
Accounts receivable		4,586			6,104			(19,110	)
Prepaid expenses and other assets		9,531			56			(423	)
Income taxes (receivable) payable		(21,847	)		6,945			(470	)
Accounts payable and accrued other liabilities		30,904			(17,170	)		(7,131	)
Net cash provided by operating activities		312,526			323,280			129,886
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(170,766	)		(147,415	)		(83,161	)
Purchase of restricted investments		—			(8,008	)		—
Proceeds from sale of businesses, property and equipment, net of cash sold		536,133			1,002			135
Proceeds from sale of investments		4,944			—			—
Net cash used in business combinations		—			(1,113,227	)		(1,313,051	)
Investments in and loans to unconsolidated affiliates		(771	)		(581	)		(604	)
Net cash provided by (used in) investing activities		369,540			(1,268,229	)		(1,396,681	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		—			846,000			2,325,000
Borrowings under Revolving Credit Facility		33,000			315,358			207,953
Payments under long-term debt		—			—			(911,875	)
Payments under Revolving Credit Facility		(278,000	)		(70,358	)		(236,953	)
Payments on Term Loan		(458,000	)		—			—
Debt premium proceeds		—			—			27,500
Debt issuance costs		(456	)		(25,758	)		(51,526	)
Taxes paid related to net share settlement of equity awards		(8,247	)		(11,708	)		(11,365	)
Proceeds from exercise of stock options		—			154			2,900
Purchase of treasury stock		—			(9,131	)		—
Payments on other long-term payables		(476	)		(666	)		(533	)
Net cash (used in) provided by financing activities		(712,179	)		1,043,891			1,351,101

(Decrease) increase in cash, cash equivalents and restricted cash		(30,113	)		98,942			84,306
Cash, cash equivalents and restricted cash, beginning of period		246,691			147,749			63,443
Cash, cash equivalents and restricted cash, end of period	$	216,578		$	246,691		$	147,749

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	206,317		$	230,752		$	134,596
Restricted cash		3,507			8,884			3,267
Restricted cash included in other noncurrent assets		6,754			7,055			9,886
Total cash, cash equivalents and restricted cash	$	216,578		$	246,691		$	147,749

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	277,250		$	166,007		$	84,604
Income taxes (refunded) paid		51,131			(4,134	)		246
NON-CASH FINANCING ACTIVITIES:
Payables for capital expenditures		10,676			11,694			9,079

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying consolidated financial statements include the accounts of Eldorado Resorts, Inc. (“ERI” or the “Company”), a Nevada corporation formed in September 2013, and its consolidated subsidiaries.

The Company is a geographically diversified gaming and hospitality company with 23 gaming facilities in 11 states as of December 31, 2019. The Company’s properties, which are located in Ohio, Louisiana, Nevada, New Jersey, Colorado, Florida, Iowa, Mississippi, Illinois, Indiana and Missouri, feature approximately 23,900 slot machines, video lottery terminals (“VLTs”) and e-tables, approximately 660 table games and approximately 11,300 hotel rooms. The Company’s primary source of revenue is generated by gaming operations, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties.

The Company was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, the Company partnered with MGM Resorts International to build Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, the Company acquired ~~Mountaineer, Presque Isle Downs and Scioto Downs~~its first property outside of Reno when it purchased a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, ~~pursuant to a merger (the “MTR Merger”)~~the Company merged with MTR Gaming Group, Inc. ~~(“MTR Gaming”)~~ and acquired its 3 gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, itthe Company acquired Circus Circus Reno (“Circus Reno”) and the ~~interests~~50% membership interest in the Silver Legacy that ~~it did not own prior to such date (the “Reno Acquisition”).~~

~~Throughout the year ended December 31, 2017, ERI~~was owned ~~and operated the following properties:~~

~~In addition, on May 1, 2017, the Company consummated its acquisition of Isle of Capri Casinos, Inc. and acquired the following properties:~~

by MGM Resorts International. On May 1, 2017 (the “Isle Acquisition Date”), the Company completed its acquisition of Isle of Capri Casinos, Inc. ~~pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 19, 2016 with Isle of Capri Casinos, Inc., a Delaware corporation~~ (“Isle” or “Isle of Capri”), ~~Eagle I Acquisition Corp.~~adding 13 gaming properties to its portfolio (the “Isle Acquisition”). On August 7, 2018, the Company acquired the Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) (“Elgin Acquisition”). On October 1, 2018, the Company completed its acquisition of Tropicana Entertainment, Inc. (“Tropicana”), ~~a Delaware corporation~~adding 7 properties to its portfolio (the “Tropicana Acquisition”).

On June 24, 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a ~~direct~~ wholly-owned subsidiary of the Company will merge with and ~~Eagle II Acquisition Company LLC,~~into Caesars, with Caesars surviving as a ~~Delaware limited liability company and a direct~~ wholly-owned subsidiary of the Company ~~(the “Isle Acquisition” or~~ (“the ~~“Isle~~ Merger”). ~~As a result of the Isle Merger, Isle became a wholly-owned subsidiary of ERI~~ ~~and, at the effective time of the Isle Merger,~~ each outstanding share of Isle’s stock converted into the right to receive $23.00 in cash or 1.638 shares of ERI common stock (the “Stock Consideration”), at the election of the applicable Isle shareholder and subject to proration such that the outstanding shares of Isle common stock were exchanged for aggregate consideration comprised of 58% cash, or $552.0 million, and 42% ERI common stock, or 28.5 million newly issued shares of ERI common stock. ~~The total purchase consideration was $1.93 billion (See Note 3)~~.

In connection with the ~~Isle Acquisition,~~execution of the Merger Agreement, the Company ~~completed~~also entered into a ~~debt financing transaction comprised of: (a)~~Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a senior secured credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii) revolving credit facility of $300.0 million and (b) $375.0 million of senior unsecured notes. The proceeds of such borrowings were used to pay the cash portion of the consideration payable in the Isle Merger, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s senior and senior subordinated notes, refinance the Company’s existing credit facility and pay transaction fees and expenses related to the foregoing (See Note 9 for further discussion of the refinancing transaction and terms of such indebtedness).

On September 13, 2017, the Company issued an additional $500.0 million in aggregate principal amount of its 6% Senior Notes (as defined below) at an issue price equal to 105.5% of the principal amount. The 6% Senior Notes were issued as additional notes under the New Indenture dated March 29, 2017 (as defined below)Delaware limited partnership (“VICI”), ~~as supplemented by the supplemental indenture dated as of May 1, 2017 between the Company, the guarantors party thereto and U.S. Bank National Association,~~ pursuant to which, among other things, the Company ~~previously issued $375.0 million aggregate principal amount~~has agreed to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA. Consummation of ~~6% Senior Notes. The additional 6% Senior Notes formed part of a single class of securities together with~~ the ~~initial 6% Senior Notes for all purposes under the New Indenture, including waivers, amendments, redemptions and offers to purchase.~~

~~Transaction expenses attributed~~Merger is subject to the ~~Isle Acquisition are reported on~~satisfaction or waiver of certain conditions, including anti-trust and regulatory approvals. The Company expects that the ~~accompanying statements~~Merger will be consummated in the first half of ~~income related to legal, accounting, financial advisory services, severance, stock awards and other costs totaling $92.8 million and $8.6~~

million during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, $0.1 million of accrued costs and expenses related to the Isle Acquisition are included in accrued other liabilities. Additionally, we recognized a loss of $27.3 million for the year ended December 31, 2017 related to the extinguishment of Isle debt and the payment of interest and call premiums in conjunction with the Isle Acquisition.2020.

On ~~August 22, 2016, Isle~~ July 10, 2019, we entered into a definitive agreement ~~(the “Agreement”)~~ to sell ~~its casino~~the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and ~~hotel property in Lake Charles, Louisiana, for $134.5 million,~~IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to be consummated in the first half of 2020. (See Note 6).

On January 13, 2020, we entered into a ~~customary purchase price adjustment,~~definitive agreement to ~~an affiliate~~sell Eldorado Resort Casino Shreveport.The definitive agreement provides that the consummation of ~~Laguna Development Corporation (the “Buyer”), a Pueblo~~the sale is subject to receipt of ~~Laguna-owned business based in Albuquerque, New Mexico. The Agreement was assumed by~~required regulatory approvals, the ~~Company at the Isle Acquisition Date. On November 21, 2017, the Company terminated the Agreement. The~~prior or concurrent closing of the Merger and other customary conditions. The transaction ~~was subject~~is expected to be consummated in 2020. (See Note 22).

The following table sets forth certain ~~closing conditions, including obtaining certain gaming approvals, and was to occur on or before the termination date,~~information regarding our properties (listed by segment in which ~~had been extended by the parties to November 20, 2017. The Buyer did not obtain the required gaming approvals prior to the termination date, and pursuant to the terms~~each property is reported) as of the Agreement, the Company retained the Buyer’s $20.0 million deposit. The Buyer agreed to the termination and its terms. The $20.0 million forfeited deposit was recorded as income on the accompanying statements of income as “Proceeds from Terminated Sale.” In previous periods, the operations of Lake Charles have been classified as discontinued operations and as assets held for sale for all periods presented. As a result of the termination, Lake Charles is no longer classified ~~as assets held for sale and~~ ~~accounted for as discontinued operations and is included in our results of operations for the eight-month period from the Isle Acquisition Date through~~ December 31, ~~2017.~~2019:

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include ~~estimated~~ useful lives for depreciable and amortizable assets, ~~estimated~~ allowance for doubtful accounts receivable, ~~estimated~~ cash flows in assessing goodwill and indefinite-lived intangible assets for impairment and the recoverability of long‑lived assets, self‑insurance reserves, players’ ~~club~~loyalty program liabilities, contingencies and litigation, claims and assessments, and fair value measurements related to the Company’s long‑term debt. Actual results could differ from these estimates.

Cash and Cash Equivalents. Cash equivalents include investments in money market ~~funds. Investments in this category~~funds that can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short‑term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. Cash and cash equivalents also ~~includes~~include cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).

Restricted Cash and Investments. Restricted cash includes cash ~~reserved for unredeemed winning tickets from the Company’s racing operations, funds related to horsemen’s fines~~ and certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and short-term certificates of deposit ~~that serve as collateral for certain bonding requirements. The estimated fair values of our~~and restricted ~~cash and~~ investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold our restricted cash and investments. Restricted investments, included in Other Assets, net, relate to trading securities pledged as collateral by our captive insurance wholly-owned subsidiary.

The Company also has certificates of deposit which are used for security with the Nevada Department of Insurance for its self‑insured workers compensation, West Virginia Division of Environmental Protection and Port Resources for the land lease at Lake Charles. The Nevada certificate of deposit of $628,000 matured on January 28, 2018 at which time it was renewed and the maturity date was extended to January 29, 2019. The West Virginia certificates of deposits in the amounts of $123,000 and $76,000 both mature on October 27, 2018 and the Lake Charles certificate of deposit is for $1.0 million and matures on July 13, 2018.

~~Marketable Securities. Marketable securities~~ consist primarily of trading securities held by the Company’s captive insurance subsidiary. The trading securities are primarily debt and equity securities that are purchased with the intention to resell in the near term. The trading securities are carried at fair value with changes in fair value recognized in current period ~~income,~~income. Additionally, balances are reserved for unredeemed winning tickets from the Company’s racing operations, funds related to horsemen’s fines and ~~this accounting policy was implemented~~certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and certificates of deposit that serve as collateral for certain bonding requirements, and serve as security for certain insurance coverage and land leases.

The estimated fair values of our restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), or unobservable inputs that are not corroborated by market data (Level 3) and represent the amounts we would expect to receive if we sold our restricted cash and investments. Restricted cash and investments are reported on the face of the ~~Isle Acquisition Date. For the year ended December 31, 2017, we recorded a $0.1 million loss related to the change~~Consolidated Balance Sheets and in Other assets, net.

Marketable Securities. Marketable securities consist of trading securities which are primarily debt and equity securities that are carried at fair value with changes in fair value ~~which is included~~recognized in ~~corporate expenses in the accompanying statements of~~current period income.

CRDA Investments. The New Jersey Casino Reinvestment Development Authority (“CRDA”) cash deposits made by Trop AC are carried at fair value. The CRDA bonds are classified as held-to-maturity securities and are carried at amortized cost less any adjustments for other than temporary impairments.

Accounts Receivable and Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues ~~markers~~credit to approved casino customers following background checks and assessments of creditworthiness. Trade receivables, including casino and hotel receivables, are typically non‑interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Management believes that as of December 31, ~~2017~~2019 and ~~2016, no~~2018, 0 significant concentrations of credit risk related to receivables existed.

Inventories. Inventories are stated at the lower of average cost, using a first‑in, first‑out basis, or ~~market.~~net realizable value. Inventories consist primarily of food and beverage, retail merchandise and operating supplies.

Corporate Expense. Corporate expense represents unallocated payroll, travel costs, professional fees and various other expenses not directly related to the Company’s casino operations. In addition, corporate expense includes costs associated with the Company’s evaluation and pursuit of new business opportunities which are expensed as incurred.

Preopening and Start-up Expenses. Preopening and start-up costs, including organizational costs, are expensed as incurred. Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations. Expenses are reported in operating expenses on the Consolidated Statements of Income.

Property and Equipment. Property and equipment are stated at ~~cost.~~cost, except for assets acquired in our business combinations which were adjusted for fair value under ASC 805. Depreciation is computed using the straight‑line method over the estimated useful life of the asset as noted in the table below, or the term of the ~~capitalized~~ lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in operating income.

~~Investment~~The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. For the year ended December 31, 2018, an impairment charge of $3.8 million was recorded related to the property and equipment held for sale at Nemacolin; 0 impairment was recorded related to property and equipment held and used for the years ended December 31, 2019 and 2017.

Investments in and Advances to Unconsolidated Affiliates. The Company’s investments in unconsolidated affiliates which are 50% or less owned are accounted for under the equity method and are included in other assets, net. The Company does have variable interests in variable interest entities; however, ~~we are~~is not the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the ~~investee and market indicators of terminal year capitalization rate.~~investee. There were no0 impairments of the Company’s equity method investments ~~during 2017, 2016~~for the years ended 2019, 2018 or ~~2015.~~2017.

Goodwill and Other Intangible ~~Assets and Non‑Operating Real Properties.~~Assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests ~~in the fourth quarter~~as of October 1 of each fiscal year. As a result of the annual impairment review for goodwill and indefinite-lived intangible assets, 0 impairments were indicated for the years ended 2019 or 2018; however, in conjunction with the classification of Vicksburg’s operations as assets held for sale at March 31, 2018, an impairment charge totaling $9.8 million to goodwill was recorded. The Company recorded impairment charges of $34.9 million and $3.1 million related to goodwill and trade names, respectively, infor the year ended 2017. ~~No impairments were indicated as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2016 or 2015.~~

We have designated certain assets, consisting principally of land and undeveloped properties, as non‑operating real property and have declared our intent to sell those assets. However, we do not anticipate that we will be able to sell the majority of the assets within the next twelve months. As such, these properties are not classified as held‑for‑sale as of December 31, 2017.

~~Indefinite‑Lived Intangible Assets.~~Indefinite‑lived intangible assets consist primarily of expenditures associated with obtaining racing and gaming licenses. Indefinite‑lived intangible assets are not subject to amortization but are subject to an annual impairment test. If the carrying amount of an indefinite‑lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount.

Finite-lived intangible assets consist of trade names and player loyalty programs acquired in business combinations. Amortization is recorded using the straight-line method over the estimated useful life of the asset. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares estimated future cash flows, undiscounted, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. NaN impairment charges were recorded for the years ended December 31, 2019, 2018 and 2017.

Non‑Operating Real Properties. We have designated certain assets, consisting principally of land and undeveloped properties, as non‑operating real property and have declared our intent to sell those assets. However, we do not anticipate that we will sell the majority of the assets within the next twelve months. As such, these properties are not classified as held‑for‑sale as of December 31, 2019. For undeveloped properties, including non‑operating real properties, when indicators of impairment are present, properties are evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset or market comparisons are less than the asset’s carrying amount. The amount of the impairment loss is calculated as the excess of the asset’s carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. As a result of the sale of certain non-operating real property located in Pennsylvania, the Company recognized an impairment charge of $1.0 million during the year ended December 31, 2019. NaN impairment indicators were recorded for the years ended December 31, 2018 and 2017.

Financing Obligation with GLPI. Substantially concurrently with the consummation of the Tropicana Acquisition, the Company entered into the Master Lease with Gaming and Leisure Properties Inc. (“GLPI”). The Master Lease was evaluated as a sale-leaseback of real estate; however, based on certain prohibited forms of continuing involvement in the leased assets, the Master Lease did not qualify for sale-leaseback accounting and was accounted for as a financing obligation. Under a failed sale-leaseback transaction, the real estate assets generally remain on the consolidated balance sheet at their historical net book value and are depreciated over their remaining useful lives with a failed sale-leaseback financing obligation recognized for the proceeds received. However, in the absence of cash proceeds, the value of the failed sale-leaseback financing obligations recognized is determined to be the fair value of the leased real estate assets. As a result, the Company calculated a financing obligation at the inception of the Master Lease based on the fair value of the real estate assets subject to the Master Lease (see Note 11).

As described above, for failed sale-leaseback transactions, the Company continues to reflect the real estate assets on the Consolidated Balance Sheets as if the Company were the legal owner, and the Company continues to recognize depreciation expense over the estimated useful lives. We do not recognize rent expense related to these leased assets, rather we have recorded a liability for the failed sale-leaseback obligation and the minimum lease payments are recognized as interest expense. In the initial periods, cash payments are less than the interest expense recognized in the Consolidated Statements of Income, which causes the failed sale-leaseback obligation to increase during the initial years of the lease term (see Note 11).

Self‑Insurance Reserves. The Company is self‑insured for various levels of general liability, employee medical insurance coverage and workers’ compensation coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. We utilize independent consultants to assist management in its determination of estimated insurance liabilities. While the total cost of claims incurred depends on future developments, in managements’ opinion, recorded reserves are adequate to cover future claims payments. Self-insurance reserves for employee medical claims and workers’ compensations are included in accrued payroll and related on the ~~consolidated balance sheets.~~ Consolidated Balance Sheets. Self-insurance reserves for general liability claims are included in accrued other liabilities on the ~~consolidated balance sheets~~Consolidated Balance Sheets.

Treasury Shares. We account for the repurchase of our shares at the amount of consideration paid. The repurchased shares are classified as treasury shares and are presented as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within additional paid-in capital.

Outstanding Chip Liability. The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips ~~in the inventory of chips~~ under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage ~~value~~ of chips not in our custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. The outstanding chip liability is included in accrued other liabilities on the ~~consolidated balance sheets.~~Consolidated Balance Sheets.

Player Loyalty Program. The Company offers programs at its properties whereby ~~our~~ participating ~~patrons~~customers can accumulate points for wagering that can be redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and, in limited situations, cash. ~~Based~~The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less estimated breakage, are recorded as a reduction of casino revenues at the standalone selling price of the points when earned based upon the estimated redemptions of frequent player program points, an estimated liability is established for the cost of redemption of earned but unredeemed points. The estimated cost of redemption utilizes estimates and assumptionsretail value of the ~~mix~~benefits, historical redemption rates and estimated breakage and recognized as departmental revenue based on where such points are redeemed upon fulfillment of the various product offerings for which the points will be redeemed and costs of such product offerings. Changes in the programs, membership levels and changes in the redemption patterns of our participating patrons can impact this liability.performance obligation. The loyalty program liability represents a deferral of revenue until redemption occurs, which is typically less than one year.

Complimentaries. The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction of revenues for the department which issued the complimentary and revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company is recorded as an expense when incurred.

The Company’s revenues included ~~in accrued other liabilities on~~complimentaries and loyalty point redemptions totaling $291.9 million, $210.8 million and $172.4 million for the ~~consolidated balance sheets.~~years ended December 31, 2019, 2018 and 2017, respectively.

~~Revenues~~Casino Revenue and ~~Promotional Allowances.~~Pari-mutuel Commissions. The Company recognizes as casino revenue the net win from gaming activities, which is the difference between gaming wins and ~~losses.~~losses, not the total amount wagered. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. ~~Pari‑mutuel~~Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are ~~made.~~made and are recorded on a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks.

Non-gaming Revenue. Hotel, food and beverage, and other operating revenues are recognized as services are ~~performed.~~performed and is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and is recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service's stand-alone selling price.

The Company’s Consolidated Statements of Income presents net revenue disaggregated by type or nature of the good or service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below (amounts in thousands). Refer to Note 20 for a discussion of the Company’s reportable segments.

	Year Ended December 31, 2019
	West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	223,179	$	332,389	$	377,080	$	491,185	$	384,353	$	—	$	1,808,186
Food and beverage		119,986		23,078		51,612		58,978		47,763		—		301,417
Hotel		130,334		15,240		25,952		95,512		32,870		—		299,908
Other		51,222		7,870		8,489		29,083		14,775		7,299		118,738
Net revenues	$	524,721	$	378,577	$	463,133	$	674,758	$	479,761	$	7,299	$	2,528,249

	Year Ended December 31, 2018
	West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	230,558	$	345,499	$	375,748	$	485,047	$	116,526	$	—	$	1,553,378
Food and beverage		109,045		27,364		52,924		43,167		14,839		—		247,339
Hotel		108,333		16,365		24,792		26,694		7,620		—		183,804
Other		35,596		7,780		7,717		16,364		3,500		529		71,486
Net revenues	$	483,532	$	397,008	$	461,181	$	571,272	$	142,485	$	529	$	2,056,007

	Year Ended December 31, 2017
	West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	186,779	$	231,366	$	268,680	$	412,202	$	—	$	—	$	1,099,027
Food and beverage		102,244		20,452		42,114		33,436		—		—		198,246
Hotel		91,811		12,177		21,459		7,891		—		—		133,338
Other		29,485		4,884		6,006		9,306		—		506		50,187
Net revenues	$	410,319	$	268,879	$	338,259	$	462,835	$	—	$	506	$	1,480,798

Contract and Contract Related Liabilities.The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) player loyalty program obligations, which represents the deferred allocation of revenue relating to player loyalty program incentives earned, as discussed above, and (3) customer deposits and other deferred revenue, which is primarily funds deposited by customers related to gaming play, advance payments on goods and services yet to be provided (such as advance ticket sales and deposits on rooms and ~~advance ticket sales~~convention space or for unpaid wagers), and deferred revenues associated with the Company’s interests in William Hill and TSG (see Note 7 and Note 17). Except for deferred revenues related to William Hill and TSG, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded ~~as accrued liabilities until services are provided to~~within “Accrued other liabilities” on the ~~customer.~~Company’s Consolidated Balance Sheets.

The ~~retail value of food, beverage, rooms~~following table summarizes the activity related to contract and other services furnished to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The Company rewards customers, through the use of our loyalty programs, with complimentaries based on amounts wagered or won that can be redeemed for a specified time period. The Company also offers discretionary coupons to our customers, the retail values of which are included as a component of promotional allowances in the accompanying consolidated statements of income in accordance with FASB Section 605‑50 for revenue recognition.

~~The retail value of complimentaries included in promotional allowances is as follows~~contract-related liabilities (in thousands):

The December 31, 2019 balances exclude liabilities related to assets held for sale recorded in 2019 (see Note 6). The change in customer deposits and other deferred revenue during the year ended December 31, 2019 is primarily attributed to the Company’s interests in William Hill, which is recorded in other long-term liabilities on the Consolidated Balance Sheets (see Note 12).

~~The costs of providing such complimentary services are recorded in casino expenses in the accompanying consolidated statements of income and are estimated as follows (in thousands):~~

Advertising. Advertising costs are expensed in the period the advertising initially takes place and are included in marketing and promotions expenses. Advertising costs included in marketing and promotion expenses were ~~$33.0~~$28.9 million, ~~$15.5~~$33.9 million and ~~$11.0~~$33.0 million for the years ended December 31, 2019, 2018 and 2017, ~~2016 and 2015,~~ respectively.

Income Taxes. We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred income tax liabilities and deferred income tax assets for the difference between the book basis and tax basis of assets and liabilities. We have recorded valuation allowances related to certain state-specific net operating loss carry forwards and ~~certain~~ temporary differences. Recognizable future tax benefits are subject to a valuation allowance, unless such tax benefits are determined to be more-likely-than-not realizable. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

Stock‑Based Compensation. We account for stock‑based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all share‑based payments to employees and non‑employee members of the Board of Directors, including grants of stock options and restricted stock units (“RSUs”), to be recognized in the ~~consolidated statements~~Consolidated Statements of ~~income~~Income based on their fair values and that compensation expense be recognized for awards over the requisite service period of the award or until an employee’s eligible retirement date, if earlier.

Earnings per Share. Basic earnings per share is computed by dividing net income (loss) by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and the assumed vesting of restricted share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period.

Certain reclassifications of prior period presentations have been made to conform to the current period presentation.

~~In May 2014 (amended January 2017), the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” (Topic 606) which provides a single comprehensive model for entities to use~~Pronouncements Implemented in accounting for revenue arising from contracts with customers and eliminates existing industry guidance, including revenue recognition guidance specific to the gaming industry. The FASB has also recently issued several amendments to the standard, including narrow-scope improvements and practical expedients (ASU 2016-12) and clarification on accounting for and identifying performance obligations (ASU 2016-10). The core principle of the revenue model indicates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for interim and annual periods beginning after December 15, 2017. While early adoption is permitted for interim and annual periods beginning after December 15, 2016, we adopted this standard effective January 1, 2018, and elected to apply the full retrospective adoption method.

The adoption of the new standard on January 1, 2018, principally affects the presentation of promotional allowances and how the Company measures the liability associated with our customer loyalty programs. The current presentation of gross revenues for complimentary goods and services provided to guests with a corresponding offsetting amount included in promotional allowances will be eliminated. This adjustment in presentation of promotional allowances will not have an impact on the Company’s historically reported net operating revenues.2019

Liabilities associated with our customer loyalty programs are no longer valued at cost; rather a deferred revenue model is used to account for the classification and timing of revenue to be recognized related to the redemption of loyalty program liabilities by the customer. Points earned under the Company’s loyalty programs are deemed to be separate performance obligations, and recorded as a reduction of casino revenues when earned at the retail value of such benefits owed to the customer and recognized as departmental revenue based on where such points are redeemed, upon fulfillment of the performance obligation. Upon adoption, the Company’s change in liability associated with the customer loyalty programs will not be significant. Accordingly, we expect the cumulative effect adjustment to our retained earnings upon adoption will not be significant.

Subsequent to the adoption of Topic 606, food and beverage, lodging and other services furnished to our guests on a complimentary basis will be measured at the respective estimated standalone selling prices and included as revenues within food and beverage, lodging, and retail, entertainment and other, which will result in a corresponding decrease in gaming revenues. The costs of providing such complimentary goods and services will be included as expenses within food and beverage, lodging, and retail, entertainment and other, which will result in a decrease in casino expenses.

Additionally, as a result of the adoption of the new standard, certain adjustments and other reclassifications to and between revenue categories and to and between expense categories were required; however, the amounts associated with such adjustments will not have a significant impact on the Company’s previously reported operating income or net income.

In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment.” This amended guidance is intended to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of goodwill. Under the amended guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The elimination of Step 2 from the goodwill impairment test should reduce the cost and complexity of evaluating goodwill for impairment. Amendments should be applied on a prospective basis disclosing the nature of and reason for the change in accounting principle upon transition. Disclosure should be provided in the first annual period and in the interim period in which the entity initially adopts the amendments. Updated amendments are effective for the interim and annual periods beginning after December 15, 2019, and early adoption is permitted. We adopted this guidance effective October 1, 2017, and, in conjunction with the Company’s annual impairment assessment, recorded a $34.9 million goodwill impairment charge in 2017.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations – Clarifying the Definition of a Business.” This amendment is intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective for interim and annual periods beginning after December 15, 2017. Early adoption is allowed as follows: (1) transactions for which acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We currently anticipate adopting this accounting standard during the first quarter of 2018, and the adoption will result in future acquisitions which do not involve substantive processes being accounted for as asset acquisitions.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows – Restricted Cash.” This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and cash equivalents. The amendments in this update are effective for the interim and annual periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We adopted this standard effective January 1, 2018, which will impact the presentation of the Statement of Cash Flows as well as require additional footnote disclosure to reconcile the balance sheet to the revised cash flow presentation.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” This new guidance is intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statement of cash flows, including debt prepayment or extinguishment costs, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, and distributions from certain equity method investees. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a retrospective transition method. We adopted this standard effective January 1, 2018, which should not have a significant impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Accounting for Credit Losses,” which amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. The effective date for this update is for the annual and interim periods beginning after December 15, 2019 and early adoption is permitted beginning after December 15, 2018. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.

In February 2016 (as amended through December 2018), the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 ~~“Leases”~~codified as Accounting Standards Codification 842, Leases, (“ASC 842”) which addresses the recognition and measurement of leases. Under the new guidance, for all leases, ~~(with the exception of short-term leases),~~ at the commencement date, lessees ~~will be~~were required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a ~~lease,~~lease. The liability is measured on a discounted ~~basis, and~~basis. Lessees also recognized a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to ~~use, or~~ control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date was for ~~this update is for the~~ annual and interim periods beginning after December 15, ~~2018 with early~~2018. ASC 842 required a transition adoption ~~permitted. Lessees and lessors must apply~~election using either 1) a modified retrospective approach with periods prior to the adoption date being recast or 2) a prospective approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods continuing to be reported under prior lease accounting guidance.

The Company adopted ASC 842 on January 1, 2019 using the prospective approach, and therefore, comparative periods will continue to be reported under prior lease accounting guidance consistent with previously issued financial statements. The Company elected the package of practical expedients permitted under the transition ~~approach~~guidance within ASC 842, which among other things, allowed us to carry forward the historical lease identification, lease classification and treatment of initial direct costs for leases ~~existing at, or~~ entered into ~~after,~~prior to January 1, 2019. The Company also made an accounting policy election to not record short-term leases with an initial term of 12 months or less on the ~~beginning~~balance sheet for all classes of underlying assets. The Company has also elected to not adopt the ~~earliest comparative period presented in the consolidated financial statements.~~hindsight practical expedient for determining lease terms.

The Company’s operating leases, ~~where we~~in which the Company is the lessee, are ~~the lessor. Our operating leases, primarily relating to certain ground leases and slot machines or VLTs, will be~~ recorded on the balance sheet as ana ROU asset with a corresponding lease liability. The lease liability ~~which~~ will be ~~amortized using~~remeasured each reporting period with a corresponding change to the ~~effective interest rate method as payments~~ROU asset. The adoption of this guidance did not have an impact on net income; however, upon adoption the Company recorded a cumulative adjustment to our retained earnings of $4.7 million, net of tax, primarily related to the Company’s lease and management agreements at its Bettendorf location. (See Note 3). Adoption of this guidance did not have a material impact on the Company’s other financing leases.

In June 2016 (modified in November 2018), the FASB issued ASU No 2016-13, Financial Instruments – Credit Losses related to timing of recognizing impairment losses on financial assets. The new guidance lowers the threshold on when losses are ~~made.~~incurred, from a determination that a loss is probable to a determination that a loss is expected. The ~~ROU asset~~change in guidance will be ~~depreciated~~applicable to our evaluation of the CRDA investments (see Note 9). The guidance is effective for interim and annual periods beginning after December 15, 2019. Adoption of the guidance requires a modified-retrospective approach and a cumulative adjustment to retained earnings to the first reporting period that the update is effective. The Company will adopt the new guidance on ~~a straight-line basis and recognized as lease expense.~~January 1, 2020. The Company is evaluating the qualitative and quantitative effects of the new guidance and currently does not expect a cumulative effect on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). This generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of the arrangement are expensed as incurred. The amendment is effective for annual and interim periods beginning after December 15, 2019, with early adoption ~~of ASU 2016-02 are still being analyzed, and we are in~~allowed. The Company will adopt the ~~process of~~new guidance on January 1, 2020. The Company is evaluating the ~~full~~qualitative and quantitative effects of the new guidance and currently does not believe it will have a significant impact on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU No 2018-14, Compensation –Retirement Benefits – Defined Benefit Plans – General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020 with early adoption allowed. The Company anticipates adopting this amendment during the first quarter of 2021, and currently does not expect it to have a significant impact on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This amendment modifies the disclosure requirements for fair value measurements and is effective for annual and interim periods beginning after December 15, 2019 with early adoption allowed. The Company will adopt the new guidance on January 1, 2020. The Company is evaluating the qualitative and quantitative effect the new guidance will have on ~~our consolidated financial statements including~~its Consolidated Financial Statements.

The Company’s management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for operating leases with minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. For leases in which the Company is the lessee, the Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately, which is consistent with the Company’s historical accounting. Leases with an expected or initial term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company has operating and finance leases for various real estate and equipment. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 60 years. Except for the GLPI Master Lease (see Note 11), the Company’s lease agreements do not contain any ~~new considerations with respect~~material residual value guarantees or material restrictive covenants.

Supplemental cash flow information related to leases is as follows (in thousands):

In addition to the ~~Isle Acquisition.~~payments made for operating leases noted above, the Company paid $42.2 million in short term and variable leases.

Note ~~3. Isle Acquisition and Reno Acquisition and Preliminary Purchase Accounting~~

~~Preliminary~~4. Acquisitions, Purchase Price Accounting ~~– Isle of Capri~~and Pro forma Information

On ~~May~~April 15, 2018, the Company announced that it had entered into a definitive agreement to acquire Tropicana in a cash transaction valued at $1.9 billion. At the closing of the transaction on October 1, ~~2017,~~2018, a subsidiary of the Company merged into Tropicana and Tropicana became a wholly-owned subsidiary of the Company. Immediately prior to the merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and Leisure Properties, Inc. (“GLPI”) acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu and Lumière, for approximately $964 million. The Company acquired Tropicana’s operations and certain real estate for $927.3 million. Substantially concurrently with the acquisition of the real estate portfolio by GLPI, the Company also entered into a triple net master lease with GLPI (the “Master Lease”) (see Note 11). The Company funded the purchase of the real estate underlying Lumière with the proceeds of a $246 million loan (see Note 12) and funded the remaining consideration payable with cash on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from the Company’s offering of $600 million in aggregate principal amount of 6% senior notes due 2026.

Transaction expenses related to the Tropicana Acquisition totaled $4.0 million and $18.3 million for the year ended December 31, 2019 and 2018, respectively.

The total purchase consideration for the Tropicana Acquisition was $927.3 million. The purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

The fair values are based on management’s analysis including work performed by third party valuation specialists. The following table summarizes the final allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Tropicana, with the excess recorded as goodwill as of December 31, 2019 (dollars in thousands):

As of September 30, 2019, the Company finalized its valuation procedures and adjusted the Tropicana preliminary purchase price accounting, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018, to their final values. The net impact of these changes was a $9.3 million decrease to goodwill. Changes included a $16.3 million increase to other noncurrent assets primarily related to certain long-term receivables offset by $7.0 million of other changes to liabilities.

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Tropicana Acquisition make use of Level 3 inputs including discounted cash flows.

Trade receivables and payables, inventories and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Tropicana Acquisition date.

The fair value of land (excluding the real property acquired by GLPI) was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued under the cost approach using a direct cost model built on estimates of replacement cost. Personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole.

The real estate assets that were sold to GLPI and leased back by the Company were adjusted to fair value concurrently with the acquisition of Tropicana. The fair value of the properties was determined utilizing the direct capitalization method of the income approach. In allocating the fair value to the underlying acquired assets, a fair value for the buildings and improvements was determined using the above mentioned cost approach method. To determine the underlying land value, the extraction method was applied wherein the fair value of the building and improvements was deducted from the fair value of the property as derived from the direct capitalization approach to determine the fair value of the land. The fair value of GLPI’s real estate assets was determined to be $957.3 million.

The fair value of the gaming licenses was determined using the multi period excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. Under the respective state’s gaming legislation, the property specific licenses can only be acquired if a theoretical buyer were to acquire each existing facility. The existing licenses could not be acquired and used for a different facility. The properties’ estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The replacement cost methodology is a cost approach methodology based on replacement or reproduction cost of the gaming license as an indicator of fair value.

The Company has assigned an indefinite useful life to the gaming licenses. The Company considered, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. The Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. Tropicana had licenses in New Jersey, Missouri, Mississippi, Nevada, Indiana, and Louisiana. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, the Company has concluded that the useful lives of these licenses are indefinite.

Trade names were valued using the relief from royalty method, which presumes that without ownership of such trademarks, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. The Company has assigned an indefinite useful life to the trade names after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

Player loyalty programs were valued using the cost approach and the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a 3-year useful life on the player loyalty programs.

Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes.

For the period from the Tropicana acquisition date of October 1, 2018 through December 31, 2018, Tropicana generated net revenues of $205.1 million and net loss of $8.7 million.

On August 7, 2018, the Company completed its acquisition of ~~Isle.~~one hundred percent of the partnership interests in Elgin. As a result of the Elgin Acquisition, Elgin became an indirect wholly-owned subsidiary of the Company. The Company purchased Elgin for $327.5 million plus a $1.3 million working capital adjustment. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

Transaction expenses related to the Elgin Acquisition totaled $0.2 million and $3.9 million for the year ended December 31, 2019 and 2018, respectively.

The total purchase consideration for the Elgin Acquisition was $328.8 million. The purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

The fair values are based on management’s analysis including work performed by third party valuation specialists. As of September 30, 2019, the Company finalized its valuation procedures and no changes were recorded to the acquisition date fair values as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018. The following table summarizes the allocation ~~are still considered preliminary pending management’s final assessment~~of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of December 31, 2019 (dollars in thousands):

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Elgin Acquisition made use of Level 3 inputs including discounted cash flows.

The fair value of land was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued under the cost approach using a direct cost model built on estimates of replacement cost. Personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset.

The cost approach is an estimation of fair ~~values.~~ value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use.

The Company has assigned an indefinite useful life to the gaming licenses. The fair value of the gaming license was determined using the multi period excess earnings method. The excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of Elgin including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming license is the primary asset of Elgin. The property’s estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The renewal of the gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew the license. No other competitive, contractual, or economic factor limits the useful lives of this asset. Accordingly, the Company has concluded that the useful life of this license is indefinite.

The player loyalty program was valued using the cost approach and the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a 4-year useful life on the player loyalty programs.

The trade name was valued using the relief‑from‑royalty method. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. The Company has assigned the trade name an indefinite useful life after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes.

For the period from the Elgin acquisition date of August 7, 2018 through December 31, 2018, Elgin generated net revenues of $63.0 million and net income of $7.6 million.

The total purchase consideration in the Isle Acquisition was determined with reference to the fair value on the date of the Merger Agreement relating to the Isle Acquisition (the “Isle Merger Agreement”) as follows:

The following table summarizes the ~~preliminary~~ purchase accounting of the purchase consideration to the identifiable assets acquired and liabilities assumed in the Isle Acquisition as of the Isle Acquisition Date, with the excess recorded as goodwill. The fair values were based on management’s analysis, including ~~preliminary~~ work performed by third-party valuation specialists. The following table summarizes our ~~preliminary~~final purchase price accounting of the acquired assets and liabilities as of December 31, ~~2017~~2018 (dollars in thousands):

During the three months ended ~~December~~March 31, ~~2017,~~2018, the Company finalized its valuation procedures and adjusted the Isle of Capri preliminary purchase price accounting, as disclosed in the ~~June 30,~~Annual Report on Form 10-K for the year ended December 31, 2017, ~~and September 30, 2017 Form 10-Q filings,~~ to their updated values. Except for other long-term liabilities related to Bettendorf and Nemacolin and a corresponding goodwill adjustment totaling $6.1 million (net of tax), the ~~reclassification~~finalization of ~~the Lake Charles assets and liabilities, which were previously classified as assets held for sale as of the Isle Acquisition Date and reversed as a result of the sale termination, the updated~~our purchase price accounting resulted in minimal changes and refinements by ~~management.~~management as of, and for the three months ended, March 31, 2018.

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Isle Acquisition make use of Level ~~1 and Level~~ 3 ~~inputs including quoted prices in active markets and discounted cash flows using current interest rates and are provisional pending development of a final valuation.~~inputs.

Trade receivables and payables, inventory and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Isle Acquisition Date, based on management’s ~~judgement~~judgment and estimates.

The fair value of land was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. With respect to personal property components of the assets, personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset.

The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole.

The fair value of the gaming licenses was determined using the excess earnings or replacement cost methodology based on the respective states’ legislation. The excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of Isle including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming licenses are the primary asset of Isle and the licenses are linked to each respective facility. Under the respective state’s gaming legislation, the property specific licenses can only be acquired if a theoretical buyer were to acquire each existing facility. The existing licenses could not be acquired and used for a different facility. The properties’ estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The replacement cost methodology is a cost approach methodology based on replacement or reproduction cost of the gaming license as an indicator of fair value.

Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, ERI would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, ERI avoids any such payments and record the related intangible value of ERI’s ownership of the brand name. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense.

ERI has assigned the trade name an indefinite useful life ~~to the gaming licenses, in accordance with its review of the applicable guidance of ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”). The standard required ERI to consider,~~after considering, among other things, the expected use of the asset, the expected useful life of other related ~~asset~~assets or asset ~~group,~~groups, any legal, regulatory, or contractual provisions that may limit the useful life, ERI’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, ERI determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

ERI has assigned an indefinite useful life to the gaming licenses. The ~~acquired Isle properties currently have licenses~~standard required ERI to consider, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, ERI’s own historical experience in ~~Louisiana, Pennsylvania, Iowa, Missouri, Mississippi, Florida~~renewing similar arrangements, the effects of obsolescence, demand and ~~Colorado.~~other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, ERI determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, ERI’s historical experience has not indicated, nor does ERI expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, ERI has ~~preliminarily~~ concluded that the useful lives of these licenses are indefinite.

For the period from the Isle Acquisition ~~Date~~date of May 1, 2017 through December 31, 2017, Isle and its subsidiaries generated net revenue of ~~$599.6~~$600.1 million and net income of ~~$102.6~~$102.5 million.

On November 24, 2015, the Company acquired all of the assets and properties of Circus Reno and the 50% membership interest in the Silver Legacy Joint Venture owned by Galleon, Inc. The total purchase consideration was $223.6 million as presented in the following table.

~~The transaction was accounted for using the acquisition method. No goodwill resulted from the recording of this transaction.~~

The following table summarizes the allocation of the final purchase consideration to the identifiable assets acquired and liabilities assumed in the Circus Reno/Silver Legacy Purchase. The fair values were based on management’s analysis, including work performed by third‑party valuation specialists. The following table summarizes the final purchase price accounting of the acquired assets and assumed liabilities (dollars in thousands):

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Reno Acquisition make use of Level 1 and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates.

Trade receivables and payables, inventory as well as other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the fair value of those items at the Reno Acquisition Date, based on management’s judgments and estimates.

The fair value estimate of property and equipment utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. The fair value of land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets.

With respect to personal property components of the assets (gaming equipment, furniture, fixtures and equipment, computers, and vehicles) the cost approach was used, which is based on replacement or reproduction costs of the asset. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost.

Trade names were valued using the relief‑from‑royalty method. The loyalty program was valued using a comparative business valuation method. Management has assigned trade names an indefinite useful life, in accordance with its review of applicable guidance of ASC Topic No. 350, ~~Intangibles—Goodwill and Other~~. The standard required management to consider, among other things, the expected use of the asset, the expected useful life of other related asset or asset group, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, management determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The loyalty program is being amortized on a straight‑line basis over a one year useful life.

For the period from the Reno Acquisition Date through December 31, 2015, the Silver Legacy generated net revenue of $13.5 million and a net loss of $0.3 million. Circus Reno generated net revenues of $8.3 million and net income of $1.4 million during the same period.

The following unaudited pro forma information presents the results of operations of the Company for the ~~years~~year ended December 31, 2018 and 2017, as if the Tropicana Acquisition had occurred on January 1, 2017 (in thousands).

These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and ~~2016,~~Tropicana prior to the Tropicana Acquisition with adjustments directly attributable to the Tropicana Acquisition.

The following unaudited pro forma information presents the results of operations of the Company for the year ended December 31, 2018 and 2017, as if the Elgin Acquisition had occurred on January 1, 2017 (in thousands).

These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Elgin prior to the Elgin Acquisition with adjustments directly attributable to the Elgin Acquisition.

The following unaudited pro forma information presents the results of operations of the Company for the year ended December 31, 2017 as if the Isle Acquisition, which closed on May 1, 2017, had ~~both~~ occurred on January 1, 2016 (in ~~thousands except per share data)~~thousands).

These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2016, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Isle prior to the Isle Acquisition with adjustments directly attributable to the Isle Acquisition.

On July 10, 2019, the Company entered into a definitive agreement to sell the equity interests of the entities that hold Vicksburg and Kansas City, to Twin River Worldwide Holdings, Inc. for approximately $230 million, subject to a working capital adjustment.

Kansas City and Vicksburg met the requirements for presentation as assets held for sale under generally accepted accounting principles as of December 31, 2019. However, they did not meet the requirements for presentation as discontinued operations and are included in income from continuing operations.

The assets and liabilities held for sale, accounted for at carrying value as it was lower than fair value, were as follows as of December 31, 2019 (in thousands):

The following information presents the net operating revenues and net income for the Company’s properties that are held for sale (in thousands):

On June 17, 2019, the Company entered into definitive agreements to sell the real property relating to Mountaineer, Cape Girardeau, and Caruthersville to VICI for approximately $278 million and, immediately following the consummation of the sale such real property, sell all of the outstanding equity interests of Mountaineer, Caruthersville, and Cape Girardeau to Century Casinos, Inc. for approximately $107 million, subject to a finalized working capital adjustment. The sales were consummated on December 6, 2019.

Prior to the closing date, Mountaineer, Cape Girardeau and Caruthersville met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not meet the requirements for presentation as discontinued operations. Mountaineer was reported in the East segment and Cape Girardeau and Caruthersville were reported in Midwest segment.

The following information presents the net operating revenues and net income of Mountaineer, Cape Girardeau and Caruthersville prior to the respective divestitures (in thousands):

On February 28, 2018, the Company entered into definitive agreements to sell substantially all of the assets and liabilities of Presque and Vicksburg to Churchill Downs Incorporated (“CDI”). Under the terms of the agreements, CDI agreed to purchase Presque for approximately $178.9 million and Vicksburg for approximately $50.6 million, in each case subject to a customary working capital adjustment. In conjunction with the classification of Vicksburg’s operations as assets held for sale at March 31, 2018 as a result of the announced sale to CDI, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds.

The definitive agreements provided that the divestitures were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other customary closing conditions, including, in the case of Presque, the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company. On May 7, 2018, the Company and CDI each received a Request for Additional Information and Documentary Materials, often referred to as a “Second Request,” from the Federal Trade Commission in connection with its review of the Vicksburg acquisition.

On July 6, 2018, in consideration of the time and expense needed to reply to the Second Request, the Company and CDI entered into a termination agreement and release pursuant to which the parties agreed to terminate the asset purchase agreement with respect to Vicksburg and to enter into an asset purchase agreement pursuant to which CDI would acquire and assume the rights and obligations to operate Nemacolin (the “Vicksburg Termination Agreement”). The Vicksburg Termination Agreement also provided that CDI would pay the Company a $5.0 million termination fee upon execution of a definitive agreement with respect to the Nemacolin transaction, which was recorded as proceeds from terminated sale on the Consolidated Statements of Income. On August 10, 2018, the Company entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI. Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment. As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million was recorded in the third quarter of 2018 due to the carrying value of the net property and equipment being sold exceeding the estimated net sales proceeds.

The sale of Presque closed on January 11, 2019 resulting in a gain on sale of $22.1 million, net of final working capital adjustments, for the year ended December 31, 2019. The sale of Nemacolin closed on March 8, 2019 resulting in a gain on sale of $0.1 million, net of final working capital adjustments, for the year ended December 31, 2019.

Prior to the respective closing dates, the divestitures of Nemacolin and Presque, both of which were reported in the East segment, met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not meet the requirements for presentation as discontinued operations. Due to the termination of the Vicksburg sale, Vicksburg was no longer presented as an asset held for sale as of December 31, 2018.

The assets and liabilities held for sale, accounted for at carrying value as it was lower than fair value, were as follows as of December 31, 2018 (in thousands):

The following information presents the net operating revenues and net income (loss) of Presque and Nemacolin prior to the respective divestitures (in thousands):

These amounts include historical operating results, adjusted to eliminate the internal allocation of interest expense that will not be assumed by the buyer.

In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to master plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at the Company’s Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval. The Company and Cordish have made cash contributions of $500,000 each and could be required to make additional contributions to a maximum of $2.0 million ($1.0 million per member) at the request of the managing member. The Company has agreed to contribute approximately 130 to 200 acres of land to the joint venture for the project. As of December 31, 2019, we have contributed approximately 20 acres to the joint venture at an approximate fair value of $6.6 million. While the Company holds a ~~42.1%~~50% variable interest in the joint venture, it is not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. The Company participates evenly with Cordish in the profits and losses of the joint venture, which is included in income (loss) from unconsolidated affiliates on the Consolidated Statements of Income. At December 31, 2019 and 2018, the Company’s investment in the joint venture including contributions and capitalized professional costs totaled $7.6 million and $0.6 million, respectively, recorded in investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheets.

In September 2018, the Company entered into a ~~partnership~~25-year agreement, which became effective January 29, 2019, with ~~other investors~~William Hill PLC and William Hill US, its U.S. subsidiary (together, “William Hill”) pursuant to which the Company (i) granted to William Hill the right to conduct betting activities in retail channels and under the Company’s first skin and third skin for online channels with respect to the Company’s current and future properties located in the United States and the territories and possessions of the United States, including Puerto Rico and the U.S. Virgin Islands and (ii) agreed that ~~developed a new 118-room Hampton Inn & Suites hotel at Scioto Downs that opened~~William Hill will have the right to conduct real money online gaming activities utilizing the Company’s second skin available with respect to properties in ~~March 2017.~~ such territories. Pursuant to the terms of the ~~partnership~~ agreement, in January 2019 the Company ~~contributed $1.0~~received a 20% ownership interest in William Hill US as well as 13.4 million ordinary shares of ~~cash and 2.4 acres~~William Hill PLC, which carry certain time restrictions on when they can be sold. Additionally, the Company receives a profit share from the operations of ~~a leasehold immediately adjacent to~~ ~~The Brew Brothers~~ ~~microbrewery and restaurant at Scioto Downs. The partnership constructed the hotel at a cost of $16.0 million~~betting and other investor members operate the hotel. In November 2017, the Company contributed $0.6 million to the partnership for its proportionate share of additional construction costs pursuant to the partnership agreement. At December 31, 2017 and 2016,gaming activities associated with the Company’s ~~investment~~properties. “Skin” in the ~~partnership was $1.5 million~~context of this agreement refers to Eldorado’s ability to grant to William Hill an online channel that allows William Hill to operate online casino and ~~$1.3 million, respectively, recorded~~sports gaming activities in ~~“Other Assets, Net” in~~reliance on, and utilizing the ~~consolidated balance sheets, representing the Company’s maximum loss exposure.~~benefit of, any licenses granted to Eldorado or its subsidiaries. As of December 31, ~~2017,~~2019, based on the Company’s existing sportsbook operations with William Hill, the Company’s receivable from William Hill totaled $3.5 million, the ~~partnership totaled $0.2 million and~~remaining balance is reflected in due from affiliates on the ~~accompanying balance sheet~~Consolidated Balance Sheets.

The Company is accounting for its investment in William Hill US under ~~“Due from Affiliates.”~~

~~Silver Legacy Joint Venture.~~ ~~Effective March 1, 1994, Eldorado Limited Liability Company (“ELLC”) and Galleon, Inc. entered into~~ the ~~Silver Legacy Joint Venture pursuant to a joint venture agreement (the “Joint Venture Agreement”) to develop the Silver Legacy.~~

~~On the Reno Acquisition Date, Eldorado Resorts LLC consummated the acquisition~~equity method. The fair value of the ~~other 50% membership~~Company’s initial investment in William Hill US of $128.9 million at January 29, 2019 was determined using Level 3 inputs. As of December 31, 2019, the carrying value of the Company’s interest in the Silver Legacy Joint Venture owned by Galleon, Inc. pursuant to the Purchase Agreement. As a result of these transactions, ELLC became a wholly-owned subsidiary of ERI and Silver Legacy became an indirect wholly‑owned subsidiary of ERI. In conjunction with the Reno Acquisition, weWilliam Hill US was $127.1 million recorded ~~a $35.6 million gain related to the valuation of the pre-acquisition investment~~ in ~~the Silver Legacy Joint Venture.~~

~~Equity in income related to the Silver Legacy Joint Venture for the 2015 period prior to the Reno Acquisition Date amounted to $3.5 million.~~

~~Summarized information for the Company’s~~ investment in and advances to unconsolidated affiliates on the ~~Silver Legacy Joint Venture for 2015 prior to its acquisition by~~Consolidated Balance Sheets.

As of December 31, 2019, the fair value of the William Hill PLC shares totaled $29.3 million, net of an unrealized gain of $2.0 million, and included in other assets, net on the Consolidated Balance Sheets. The Company also recorded deferred revenue associated with the William Hill US and William Hill PLC shares and is ~~as follows (in thousands):~~

~~Summarized results~~recognizing revenue on a straight-line basis over the 25-year agreement term. The Company recognized revenue of ~~operations for~~$5.4 million during the ~~Silver Legacy Joint Venture are as follows (in thousands):~~year ended December 31, 2019. As of December 31, 2019, the balance of the William Hill deferred revenue totaled $142.1 million and is recorded in other long-term liabilities on the Consolidated Balance Sheets.

Substantially all non-Master Lease property and equipment isare pledged as collateral under our long‑term debt (see Note 9)12).

Depreciation expense, including amortization expense on ~~capital~~financing leases, was ~~$100.9~~$191.3 million, ~~$58.9~~$144.7 million and ~~$51.0~~$100.9 million for the years ended December 31, 2019, 2018 and 2017, ~~2016 and 2015,~~ respectively. ~~At December 31, 2017 and 2016, accumulated~~Total depreciation and amortization expense includes ~~$0.4~~$16.6 million and ~~$2.9~~$4.3 million for the year ended December 31, 2019 and 2018, respectively, ~~related to assets acquired under capital leases.~~associated with the Master Lease assets. `

~~Other and intangible~~Intangible assets, net, include the following amounts (in thousands):

~~Goodwill is the excess of the purchase price of acquiring MTR Gaming and Isle over the fair market value of the net assets acquired.~~

Gaming licenses represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives.

Amortization expense with respect to trade names and loyalty program for the years ended December 31, 2019, 2018 and 2017 totaled $30.3 million, $12.7 million and $5.1 million, respectively, which is included in depreciation and amortization in the Consolidated Statements of Income. Such amortization expense is expected to be $27.3 million, $21.2 million and $4.2 million for the years ended December 31, 2020, 2021 and 2022, respectively. Trade names and loyalty programs will be fully amortized in 2022.

Goodwill represents the excess of the purchase prices of acquiring MTR Gaming, Isle, Elgin and Tropicana over the fair market value of the net assets acquired. In conjunction with the classification of Vicksburg’s operations as assets held for sale at June 30, 2018 (see Note 6) as a result of the announced sale to CDI, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds. The impairment reduced the value of goodwill in the South segment in 2018.

The December 31, 2019 balances exclude assets held for sale recorded in 2019 (see Note 6), as well as the assets associated with the Presque, Nemacolin, Cape Girardeau, Caruthersville and Mountaineer divestitures, which accounts for the changes in goodwill and indefinite-lived intangible assets.

~~During~~The following table presents changes to goodwill for the ~~fourth quarter of 2017,~~years ended December 31, 2019 and 2018 (in thousands):

On October 1, 2019 and 2018 the Company performed its annual impairment tests of its intangible assets by reviewing each of its reporting units. ~~The goodwill analysis of~~During the ~~Company’s Lake Charles, Lula and Vicksburg~~impairment test, no reporting units were noted to have a carrying value in excess of fair value. As a result, no impairments were indicated as a result of this testing for goodwill.

Other assets, net, include the ~~fair value of Lake Charles’ and Vicksburg’s goodwill and all three reporting units’ trade names were less than their carrying values.~~following amounts (in thousands):

The Casino Reinvestment Development Authority (“CRDA”) bonds have various contractual maturities that range up to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights. The Company ~~adopted~~treats CRDA bonds as held-to-maturity since the ~~new guidance~~Company has the ability and the intent to hold these bonds to maturity and under ~~ASU No. 2017-04, which eliminated Step 2~~the CRDA, the Company is not permitted to do otherwise. The Company analyzes the CRDA bonds for recoverability on a quarterly basis based on management's historical collection experience and other information received from the ~~impairment test.~~CRDA. If indications exist that the CRDA bond is impaired, additional valuation allowances are recorded.

Non-operating real property consists principally of land and undeveloped properties for which the Company has designated as non-operating and has declared its intent to sell such assets. As a result of ~~its analysis,~~the sale of certain non-operating real property located in Pennsylvania, the Company ~~recorded a $38.0 million~~recognized an impairment charge ~~in 2017 comprised~~ of ~~the following: $1.5~~$1.0 million $0.3 million and $1.3 million related to trade names for Lake Charles, Lula and Vicksburg, respectively, and $11.7 million and $23.2 million related to goodwill for Lake Charles and Vicksburg, respectively.

The Company’s goodwill impairment charges in 2017 were primarily the result of expected decreases in future cash flows as a result of unfavorable economic conditions and the impact of changes in our competitors. The non-recurring fair values used in our determination of the goodwill impairment charges considered Level 2 and 3 inputs, including the review of comparable activities in the marketplace, discounted cash flows and market based multiple valuation methods.

The Company’s trade name impairment charges in 2017 were primarily the result of expected decreases in future net revenues. The non-recurring fair values used in our determination of the trade name impairment charges considered Level 2 and 3 inputs, including use of the relief‑from‑royalty method.

~~Amortization expense with respect to trade names and the loyalty program~~ for the year ended December 31, ~~2017 and 2016 amounted~~2019.

Approximately ten acres of the approximately 20 acres on which Tropicana Evansville is situated is subject to ~~$5.1~~a lease with the City of Evansville, Indiana. Under the terms of the agreement, a pre-payment of lease rent of $25 million was due at the commencement of the construction project. The prepayments will be applied against future rent in equal monthly amounts over a period of 120 months which commenced upon the opening of the property in January 2018. The current term of the lease expires November 30, 2027. As of December 31, 2018, this prepaid rent was included in long-term prepaid rent. However, upon adoption of the new lease accounting guidance the prepaid rent is now reflected in the Company’s operating lease liability.

In September 2018, we entered into a 25-year agreement, which became effective January 2019, with William Hill pursuant to which we received 13.4 million ordinary shares of William Hill PLC which carry certain time restrictions on when they can be sold. As of December 31, 2019, the fair value of the William Hill PLC shares totaled $29.3 million, net of an unrealized gain of $2.0 million, and ~~$4.5 million, respectively, which~~ is included in ~~depreciation and amortization in~~other assets, net on the ~~consolidated statements of income. Such amortization expense is expected to be $5.0 million, $4.6 million, and $1.5 million for the years ended December 31, 2018, 2019 and 2020, respectively.~~ Consolidated Balance Sheets.

In connection with the Company’s gaming license in the State of Illinois, the Company has agreed to contribute to both the County of Kane and the Grand Victoria Foundation, a foundation established for the benefit of education, environmental and economic development programs in the region, a donation equal to 20% of annual adjusted net operating income. The expense totaled $11.2 million for the year ended December 31, 2019 and $3.5 million for the period from the Elgin Acquisition date through December 31, 2018 and is included in general and administrative expense. Payment of the donation is due 120 days after the end of the fiscal year.

Total accrued transaction expenses were $56.3 million and $0.5 million as of December 31, 2019 and 2018, respectively. Pursuant to the Master Transaction Agreement with VICI Properties L.P., a Delaware limited partnership (“VICI”), the Company is required to reimburse VICI for 50% of any prepayment penalties in connection with VICI’s payoff related to its CPLV loan, regardless of whether the Merger closing occurs. The Company’s proportionate share of VICI’s prepayment penalty was approximately $55.4 million and is included in accrued transaction expenses as of December 31, 2019.

As of December 31, 2019, under the prior lease accounting standard the Company’s Master Lease with GLPI was accounted for as a failed sale-leaseback financing obligation equal to the fair value of the leased real estate assets and liabilities acquired in purchase accounting. Upon adoption of ASC 842 (see Note 3), the Company re-evaluated the Master Lease and determined this existing failed sale-leaseback transaction will continue to be accounted for as a financing obligation.

The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 35 years, including renewal options, using an imputed discount rate of approximately 10.2%. The value of the failed sale-leaseback financing obligations is dependent upon assumptions regarding the amount of the lease payments and the estimated discount rate of the lease payments required by a market participant.

The Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), easements and similar appurtenances to the land and improvements relating to the operation of the leased properties. The Master Lease provides for an initial term of fifteen years with no purchase option. At the Company’s option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial 15-year term. If we elect to renew the term of the Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease. The Company does not have the ability to terminate its obligations under the Master Lease prior to its expiration without GLPI’s consent.

The rent payable under the Master Lease is comprised of “Base Rent” and “Percentage Rent.” Base rent is the sum of:

The percentage rent payable under the Master Lease is adjusted every two years based on the actual net revenues of the leased properties during the two-year period then ended. The initial variable rent, which is fixed for the first two years, is $13.4 million per year. The actual percentage increase is based on actual performance and is subject to change.

The initial annual rent under the terms of the lease was approximately $87.6 million, and subject to annual escalations as referenced in the table below.

Under the Master Lease, the Company is required to pay the following, among other things: lease payments to the underlying ground lessor for properties that are subject to ground leases, facility maintenance costs, all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties).

The estimated future lease payments include the minimum lease payments and were adjusted to reflect estimated lease payments as described in the agreements, including an annual escalator of up to 2%.

The future minimum payments related to the Master Lease financing obligation with GLPI at December 31, 2019 are as follows (in thousands):

Total payments and interest expense related to the Master Lease were $87.9 million and $98.6 million, respectively, for the year ended December 31, 2019. Total payments and interest expense related to the Master Lease were $21.9 million and $24.4 million, respectively, for the period from October 1, 2018 to December 31, 2018. For the initial periods of the Master Lease, cash payments are less than the interest expense recognized, which causes the failed sale-leaseback obligation to increase during the initial years of the lease term.

The Master Lease contains certain covenants, including minimum capital improvement expenditures. As of December 31, 2019, we were in compliance with all of the covenants under the Master Lease.

Maturities of the principal amount of the Company’s long-term debt as of December 31, ~~2017~~2019 are as follows:

~~In connection with the Isle Acquisition, the Company completed a debt financing transaction comprised of: (a) a senior secured credit facility in an aggregate principal amount~~Additionally, as of ~~$1.75 billion with a (i) term loan facility~~December 31, 2019 and 2018, Other Long-Term Liabilities of ~~$1.45 billion and (ii) revolving credit facility of $300.0~~$165.6 million and ~~(b) $375.0~~$59.0 million, respectively, primarily consists of ~~6% senior unsecured notes. The proceeds of such borrowings were used to pay the cash portion of the~~ consideration payable in the Isle Merger, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s and senior and senior subordinated notes, refinance the Company’s existing credit facility and pay transaction fees and expensesdeferred revenue related to the ~~foregoing.~~Company’s interests in William Hill and TSG (see Note 7 and Note 17) and other miscellaneous long-term liabilities. As of December 31, 2018, prior to the adoption of ASC-842, Other Long-Term Liabilities also included Long-Term Accrued Rent of $28.3 million.

On September 13, 2017, the Company issued an additional $500.0 million in aggregate principal amount of its 6% Senior Notes (as defined below) at an issue price equal to 105.5% of the principal amount. The 6% Senior Notes were issued as additional notes under the 6% Senior Notes Indenture dated March 29, 2017 (as defined below), as supplemented by the supplemental indenture dated as of May 1, 2017 between the Company, the guarantors party thereto and U.S. Bank National Association, pursuant to which the Company previously issued $375.0 million aggregate principal amount of 6% Senior Notes. The additional 6% Senior Notes formed part of a single class of securities together with the initial 6% Senior Notes for all purposes under the 6% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase.

The Company used the proceeds of the offering to repay all of the outstanding borrowings under the New Revolving Credit Facility (as defined below) totaling $78.0 million and used the remainder to repay outstanding borrowings totaling $444.5 million under the New Term Loan plus related accrued interest.

Amortization of the debt issuance costs and the discount and premium associated with our indebtedness totaled ~~$6.3~~$7.6 million, $5.6 million and ~~$3.5~~$6.3 million for the years ended December 31, ~~2017~~2019, 2018 and ~~2016,~~2017, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. ~~Amortization expense with respect to deferred financing costs on the Company’s senior secured notes amounted to $0.5 million for year ended December 31, 2015.~~

In accordance with ASC Topic 470-50, ~~“Debt~~Debt Modifications and ~~Extinguishments”~~Extinguishments (“ASC 470-50”), the Company recognized a loss on the early retirement of debt totaling $7.5 million for the year ended December 31, 2019 related to a pro-rated write off of deferred financing costs associated with permanent payments on our Term Loan. The company recognized a loss of $27.3 million for the year ended December 31, 2017 as a result of the refinance of the ~~Prior Credit Facility (as defined below)~~prior credit facility in May 2017. The Company also recognized a loss totaling $11.1 million as a result of the issuance of additional 6% Senior Notes due 2025 (as defined below) in September 2017 resulting in a combined total loss of $38.4 million for the year ended December 31, 2017.

~~Scheduled maturities of long‑term debt are $375.0 million in 2023, $956.8 million in 2024, and $875.0 million in 2025.~~

The Company is a holding company with no independent assets or operations. Our 6% Senior Notes due 2025, 6% Senior Notes due 2026 (as defined below) and 7% Senior Notes due 2023 (as defined below) are fully and unconditionally guaranteed, on a joint and several basis, by the subsidiary guarantors. As of December 31, ~~2017,~~2019, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries.

In conjunction with the Isle Acquisition, the Company acquired the existing lease and management agreements at its Nemacolin location. Under the terms of the agreements, Nemacolin Woodland Resort (“Resort”) provided land, land improvements and a building for the casino property. In accordance with ASC 840, the Company was deemed, for accounting purposes only, to be the owner of these assets provided by the Resort during the construction and casino operating periods due to the Company’s continuing involvement. Therefore, the transaction was accounted for using the direct financing method. As of December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $4.2 million, and a liability of $4.5 million in other long-term liabilities related to the agreement.

In conjunction with the Isle Acquisition, the Company acquired the existing lease and management agreements at its Bettendorf location. Under the terms of the agreements with the City of Bettendorf, Iowa, the Company leases, manages, and provides financial and operating support for the convention center (Quad-Cities Waterfront Convention Center). In accordance with ASC 840, the Company was deemed, for accounting purposes only, to be the owner of the convention center due to the Company’s continuing involvement. Therefore, the transaction was accounted for using the direct financing method. As of December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $11.9 million, and a liability of $12.5 million in other long-term liabilities related to the agreement.

On July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior ~~Notes”~~Notes due 2023”) pursuant to the Indenture, dated as of July 23, 2015 (the ~~“7% Senior Notes~~“2023 Indenture”), between the Company and U.S. Bank, National Association, as Trustee. The 7% Senior Notes due 2023 will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year.

On or after August 1, 2018, the Company may redeem all or a portion of the Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:

Prior to August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes at a price equal to 100% of the 7% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a “make-whole” premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the ~~7% Senior Notes~~2023 Indenture), it must offer to repurchase the 7% Senior Notes due 2023 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 7% Senior Notes due 2023 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase dates.

The 7% Senior Notes due 2023 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The ~~7% Senior Notes~~2023 Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

These covenants are subject to a number of exceptions and qualifications as set forth in the ~~7% Senior Notes~~2023 Indenture. The ~~7% Senior Notes~~2023 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes due 2023 to be declared due and payable. ~~As of December 31, 2017, the Company was in compliance with all of the covenants under the 7%~~

On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), a wholly-owned subsidiary of the Company, issued $375.0 million in aggregate principal amount of ~~6% Senior Notes~~6.0% senior notes due 2025 (the “6% Senior ~~Notes”~~Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the ~~“6% Senior Notes~~“2025 Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1 ~~commencing October 1, 2017. The proceeds~~ of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accrued on the 6% Senior Notes, were placed in escrow pending satisfaction of certain conditions, including consummation of the Isle Acquisition. In connection with the consummation of the Isle Acquisition on May 1, 2017, the escrowed funds were released and the Company assumed Eagle II’s obligations under the 6% Senior Notes and the 6% Senior Notes Indenture and certain of the Company’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of the Company’s obligations under the 6% Senior Notes.each year.

On September 13, 2017, the Company issued an additional $500.0 million principal amount of its 6% Senior Notes due 2025 at an issue price equal to 105.5% of the principal amount of the 6% Senior ~~Notes.~~Notes due 2025. The additional notes were issued pursuant to the ~~6% Senior Notes~~2025 Indenture that governs the 6% Senior ~~Notes.~~Notes due 2025. The Company used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the previous revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the previous term loan facility and related accrued interest.

On or after April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes due 2025 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes due 2025 redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below:

Prior to April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes due 2025 at a price equal to 100% of the 6% Senior Notes due 2025 redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to April 1, 2020, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes due 2025 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes due 2025 redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the ~~6% Senior Notes~~2025 Indenture), it must offer to repurchase the 6% Senior Notes due 2025 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 6% Senior Notes due 2025 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2025 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The ~~6% Senior Notes~~2025 Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

These covenants are subject to a number of exceptions and qualifications as set forth in the ~~6% Senior Notes~~2025 Indenture. The ~~6% Senior Notes~~2025 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes due 2025 to be declared due and payable. As

On September 20, 2018, Delta Merger Sub, Inc. (“Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of ~~December 31, 2017,~~ the Company, ~~was~~issued $600 million in ~~compliance with all~~aggregate principal amount of ~~the covenants under~~6.0% senior notes due 2026 (the “6% Senior Notes due 2026”) pursuant to an indenture, dated as of September 20, 2018 (the “2026 Indenture”), between Escrow Issuer and U.S. Bank, National Association, as Trustee. Interest on the 6% Senior Notes due 2026 will be paid semi-annually in arrears on March 15 and September 15 of each year. The Company and the subsidiary guarantors assumed the obligations under the 2026 Indenture ~~relating to~~in connection with the consummation of the Tropicana Acquisition.

On or after September 15, 2021, the Company may redeem all or a portion of the 6% Senior ~~Notes.~~

~~Refinancing~~Notes due 2026 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes due 2026 redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated below:

Prior to September 15, 2021, the Company may redeem all or a portion of the 6% Senior Notes due 2026 at a price equal to 100% of the 6% Senior Notes due 2026 redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to September 15, 2021, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes due 2026 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes due 2026 redeemed, plus accrued and unpaid interest. Upon the occurrence of a Change of Control (if the 6% Senior Notes due 2026 do not have investment grade status) or a Change of Control Triggering Event (each as defined in the 2026 Indenture), the Company must offer to repurchase the 6% Senior Notes due 2026 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2026 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2026 Indenture contains certain covenants limiting, among other things, the Company’s ability to:

The Company applied the net proceeds of the sale of the 6% Senior Notes due 2026, together with borrowings under its existing revolving credit, cash on hand and Tropicana’s cash on hand, to pay the consideration payable by the Company pursuant to the merger agreement, repay all of the debt outstanding under Tropicana’s existing credit facility and pay fees and costs associated with the Tropicana Acquisition that closed on October 1, 2018.

On July 23, 2015, the Company entered into a new $425.0 million seven year term loan (the “Term Loan”) and a $150.0 million five year revolving credit facility (the “Prior Revolving Credit Facility” and, together with the Term Loan, the “Prior Credit Facility”).

The Term Loan bore interest at a rate per annum of, at the Company’s option, either LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or a base rate plus 2.25%. Borrowings under the Prior Revolving Credit Facility bore interest at a rate per annum of, at the Company’s option, either LIBOR plus a spread ranging from 2.5% to 3.25% or a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on the Company’s total leverage ratio. Additionally, the Company paid a commitment fee on the unused portion of the Prior Revolving Credit Facility not being utilized in the amount of 0.50% per annum.

~~On May 1, 2017, all of the outstanding amounts under the Prior Credit Facility were repaid with proceeds of borrowings under the New Credit Facility and the Prior Credit Facility was terminated.~~

On April 17, 2017, Eagle II entered into a ~~new~~ credit agreement by and among Eagle II, as initial borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (the ~~“New Credit~~“Credit Facility”), consisting of a $1.45 billion term loan facility (the ~~“New Term~~“Term Loan Facility” or ~~“New Term~~“Term Loan”) and a ~~$300.0~~$500.0 million revolving credit facility (the ~~“New Revolving~~“Revolving Credit Facility”), which was undrawn at closing.The proceeds of the New Term Loan Facility, and additional funds in the amount of $4.5 million in respect of interest expected to be accrued on the New Term Loan Facility, were placed in escrow pending satisfaction of certain conditions, including consummation of the Isle Acquisition. In connection with the consummation of the Isle Acquisition on May 1, 2017, the escrowed funds were released and ERI assumed Eagle II’s obligations under the New Credit Facility and certain of ERI’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of ERI’s obligations under the New Credit Facility.

As of December 31, ~~2017,~~2019, the Company had ~~$956.8~~$498.8 million ~~outstanding on the New Term Loan. There were no~~of borrowings outstanding under the ~~New~~Term Loan and 0 outstanding balance under the Revolving Credit ~~Facility as of December 31, 2017.~~Facility. The Company had ~~$291.6~~$482.0 million of available borrowing capacity, after consideration of ~~$8.4~~$18.0 million in outstanding letters of credit, under ~~its New~~our Revolving Credit Facility as of December 31, ~~2017. At~~2019. In 2019, we utilized $360.0 million of net proceeds from the sales of Presque, Mountaineer, Cape Girardeau and Caruthersville to repay a portion of amounts outstanding under the Term Loan.

The interest rate per annum applicable to loans under the Revolving Credit Facility is, at our option, either LIBOR plus a margin ranging from 1.75% to 2.50% or a base rate plus a margin from 0.75% to 1.50%, the margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the Term Loan Facility is, at our option, either LIBOR plus 2.25% or a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00%. Additionally, the Company pays a commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. As of December 31, ~~2017,~~2019, the weighted average interest rate on the ~~New~~ Term Loan was ~~3.6%, and the weighted average interest rate on the New Revolving Credit Facility was 4.0% based upon the weighted average interest rate of borrowings outstanding during 2017.~~4.05%.

The Company applied the net proceeds of the ~~New~~ Term Loan Facility and borrowings under the ~~New~~ Revolving Credit Facility totaling $135 million, together with the proceeds of the 6% Senior Notes due 2025 and cash on hand, to (i) pay the cash portion of the consideration payable in ~~the~~our acquisition of Isle, ~~Merger,~~ (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding ~~senior~~5.875% Senior Notes due 2021 and ~~senior subordinated notes,~~8.875% Senior Subordinated Notes due 2020, (iv) ~~refinance the Company’s Prior Credit Facility~~repay all amounts outstanding under our prior credit facility and (v) pay fees and costs associated with ~~the foregoing.~~our acquisition of Isle and such financing transactions.

~~The Company~~’sOur obligations under the ~~New~~ Revolving Credit Facility will mature on ~~April 17, 2022. The Company~~’sOctober 1, 2023. Our obligations under the ~~New~~ Term Loan Facility will mature on April 17, 2024. The Company was required to make quarterly principal payments in an amount equal to $3.6 million on the ~~New~~ Term Loan Facility on the last day of each fiscal quarter beginning on June 30, ~~2017 but~~2017. The Company satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior ~~Notes.~~Notes due 2025. In addition, the Company is required to make mandatory payments of amounts outstanding under the ~~New~~ Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, the Company ~~may be~~is required to apply a portion of its excess cash flow to repay amounts outstanding under the ~~New~~ Credit Facility.

The ~~interest rate per annum applicable to loans under the New Revolving~~ Credit Facility ~~are, at~~is secured by substantially all of our ~~option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50%~~personal property assets and substantially all personal property assets of each subsidiary that guaranties the Credit Facility (other than certain subsidiary guarantors designated as immaterial), whether owned on the closing date of the Credit Facility or ~~(ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based~~thereafter acquired, and mortgages on ~~our total leverage ratio.~~the real property and improvements owned or leased by us or the credit facility guarantors. The ~~interest rate per annum applicable to the loans under the New Term Loan~~Credit Facility is ~~at our option, either (i) LIBOR plus 2.25%, or (ii)~~also secured by a ~~base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term~~pledge of all of the ~~New Term Loan Facility or~~equity owned by us and the ~~New Revolving Credit Facility. Additionally,~~credit facility guarantors (subject to certain gaming law restrictions). The credit agreement governing the ~~Company pays a commitment fee on the unused portion of the New Revolving Credit Facility not being utilized in the amount of 0.50% per annum.~~

~~The New~~ Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ~~Company~~’sability of the Credit Facility guarantors to incur additional indebtedness, create liens, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures.

The Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the subsidiary guarantors to incur debt; create liens; engage in mergers, consolidations or asset dispositions; pay dividends or make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or modify their lines of business.

The New Credit Facility is secured by substantially all of the Company’s personal property assets and substantially all personal property assets of each subsidiary that guaranties the New Credit Facility (other than certain subsidiary guarantors designated as immaterial) (the “New Credit Facility Guarantors”), whether owned on the closing date of the New Credit Facility or thereafter acquired, and mortgages on the real property and improvements owned or leased us or the New Credit Facility Guarantors. The New Credit Facility is also secured by a pledge of all of the equity owned by the Company and the New Credit Facility Guarantors (subject to certain gaming law restrictions). The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and the ability of the New Credit Facility Guarantors to incur additional indebtedness, create liens, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures.

~~The New~~ Credit Facility also includes certain financial covenants, including the requirements that ~~we maintain~~the Company maintains throughout the term of the ~~New~~ Credit Facility and measured as of the end of each fiscal quarter, and solely with respect to loans under the ~~New~~ Revolving Credit Facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter. ~~The~~the Company will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter.

The ~~New~~ Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness including the 6% Senior Notes due 2025 and 7% Senior Notes due 2023, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the ~~New~~ Credit Facility would be entitled to take various actions, including accelerating amounts outstanding thereunder and taking all actions permitted to be taken by a secured ~~creditor~~. creditor.

On June 6, 2018, the Company executed an amendment that modified certain covenants in the Credit Facility to allow for considerations related to the acquisition of Tropicana. The borrowing capacity of the Revolving Credit Facility increased from $300.0 million to $500.0 million effective substantially concurrently with the consummation of the Tropicana Acquisition on October 1, 2018 and the maturity date of the Revolving Credit Facility extended to October 1, 2023.

In connection with the purchase of the real estate related to Lumière, GLPI, Tropicana St. Louis RE LLC, a Wholly owned subsidiary of the Company (“Tropicana St. Louis RE”), and the Company entered into a loan agreement, dated as of October 1, 2018 (the “Lumière Loan”), relating to a loan of $246 million by GLPI to Tropicana St. Louis RE to fund the entire purchase price of the real estate underlying Lumière and a guaranty by the Company of the amounts owed by Tropicana St. Louis RE. The Lumière Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until October 1, 2020, and matures on October 1, 2020. The Lumière Loan is secured by a first priority mortgage on the Lumière Real Property until October 1, 2019. In connection with the issuance of the Lumière Loan, the Company agreed to use its commercially reasonable efforts to transfer one or more of the Grand Victoria Casino, Isle Casino Bettendorf, Isle Casino Hotel Waterloo, Isle of Capri Lula, Lady Luck Casino Vicksburg and Mountaineer Casino, Racetrack and Resort or such other property or properties mutually acceptable to Tropicana St. Louis RE and GLPI, provided that the aggregate value of such property, individually or collectively, is at least $246 million (the “Replacement Property”), to GLPI with a simultaneous leaseback to the Company of such Replacement Property. In connection with such Replacement Property sale, (i) the Company and GLPI will enter into an amendment to the Master Lease to revise the economic terms to include the Replacement Property, (ii) GLPI, or one of its affiliates, will assume the Lumière Loan and Tropicana St. Louis RE’s obligations under the Lumière Loan in consideration of the acquisition of the Replacement Property and the obligations of Tropicana St. Louis RE and the Company under the Lumière Loan will be deemed to have been satisfied, (iii) the Lumière Real Property will be released from the lien placed on it in connection with the Lumière Loan (if such lien has not yet been released in accordance with the terms of the Lumière Loan) and (iv) in the event the value of the Replacement Property is greater than the outstanding obligations of Tropicana St. Louis RE under the Lumière Loan, GLPI will pay Tropicana St. Louis RE the difference between the value of the Replacement Property and the amount of outstanding obligations under the Lumière Loan. If such Replacement Property transaction is not consummated prior to the maturity date of the Lumière Loan, other than as a result of certain failures to perform by GLPI, then the amounts outstanding will be paid in full and the rent under the Master Lease will automatically increase, subject to certain escalations.

As of December 31, ~~2017,~~2019, the Company was in compliance with all of the covenants under the ~~New~~7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026, the Credit ~~Facility.~~Facility and the Lumière Loan.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (5) bonus depreciation that will allow for full expensing of qualified property; and (6) limitations on the deductibility of certain executive compensation.

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

InAs of the fourth quarter of the year ended December 31, 2018, we completed our accounting for the effects of the Tax Act.

As of December 31, 2017, in connection with our initial analysis of the impact of the Tax Act, for certain of our net deferred tax liabilities, we ~~have~~ recorded a decrease of ~~$112.4~~$111.9 million, net of the related change in valuation allowance, with a corresponding net adjustment to deferred income tax benefit ~~for the year ending December 31, 2017~~ as a result of the corporate rate reduction. While we were able to make a reasonable estimate of the impact of the reduction in the corporate rate, it may be affected by other analyses related to the Tax Act, including, but not limited to additional guidance issued by the U.S. Treasury Department and the Internal Revenue Service regarding compensation deferred taxes, as well as the state tax effect of adjustments made to federal temporary differences.

~~While we have not yet completed all of the computations necessary or completed an inventory of our 2017 expenditures that qualify for immediate expensing, we have~~We recorded a provisional benefit for 2017 expenditures based on our ~~current~~ intent to fully expense all qualifying expenditures. ~~This did not result in any significant change~~We made immaterial adjustments to ~~our current income tax payable or in our deferred tax liabilities due to our federal and state net operating loss carry forwards.~~the provisional amount as of December 31, 2018.

The components of the Company’s provision (benefit) for income taxes for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017 are presented below (amounts in thousands).

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015:~~2017:

For the year ended December 31, ~~2017,~~2019, the difference between the effective rate and the statutory rate is attributable primarily to ~~the impact of the Tax Act discussed more fully below, non-deductible asset impairment charges and~~ ~~non-deductible transaction costs incurred and changes~~changes in the effective state tax rate associated with the ~~acquisition~~Divestitures, the disposal of ~~Isle of Capri~~Component 2 Goodwill related to dispositions and state non-deductible interest expense during the year. The Company continues to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. The Company also continues to provide for a valuation allowance against net state deferred tax assets relating to certain operations in ~~Pennsylvania, Louisiana, Colorado and Iowa.~~a few states. Management determined it was not more-likely-than-not that the Company will realize these net deferred tax assets.

For the year ended December 31, ~~2016,~~2018, the difference between the effective rate and the statutory rate is attributable primarily to state tax rate adjustment and changes in the effective state tax rate associated with the acquisitions of Elgin and Tropicana.

For the year ended December 31, 2017, the difference between the effective rate and the statutory rate is attributable primarily to the ~~release of a majority~~impact of the Tax Act, non-deductible asset impairment charges and non-deductible transaction costs incurred and changes in the effective state ~~valuation allowances on the Company’s West Virginia deferred~~ tax assets and excess tax benefits on stock compensation under Accounting Standards Update 2016-09, Compensation – Stock Compensation, which the Company adopted effective the first quarter of 2016. The Company continues to provide for a valuation allowance against net federal and state deferred tax assetsrate associated with ~~non-operating land,~~ the ~~sale~~acquisition of which could result in capital losses that can only be offset against capital gains. As of December 31, 2016, the Company also continued to provide for a valuation allowance against net state deferred tax assets relating to operations in Pennsylvania. Management determined it was not more-likely-than-not that the Company will realize these net deferred tax assets.

For the year ended December 31, 2015, the difference between the effective rate and the statutory rate is attributable primarily to the release of a majority of the federal and related state valuation allowances on the Company’s deferred tax assets and the non-taxable gain on the fair value adjustment of a previously unconsolidated affiliate. The Company continues to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. As of December 31, 2015, the Company also continued to provide for a valuation allowance against net state deferred tax assets relating to operations in Pennsylvania and West Virginia. Management determined it was not more-likely-than-not that the Company will realize these net deferred tax assets.Isle.

A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. Management must analyze all available positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the likelihood of sufficient future taxable income. For the ~~year~~years ended December 31, ~~2015, the Company was in a three-year cumulative income position~~2019, 2018 and management concluded it was more-likely-than-not to realize its federal, Louisiana and City of Columbus, Ohio deferred tax assets, with the exception of non-operating land. The recognition of the federal deferred tax assets during 2015 resulted in an income tax benefit of $80.3 million. For the year ended December 31, 2016, the Company remained in a three-year cumulative income position and management concluded it was more-likely-than-not to realize its federal, Louisiana, City of Columbus, Ohio and West Virginia deferred tax assets, with the exception of non-operating land. The recognition of the West Virginia deferred tax assets during 2016 resulted in an income tax benefit of $1.4 million. For the year ended December 31, 2017, the Company remained in a three-year cumulative income position and management concluded it is more-likely-than-not to realize its federal, City of Columbus, Ohio, City of Kansas City, Missouri, West Virginia, Missouri and certain Pennsylvania, Colorado and Florida deferred tax assets, with the exception of non-operating land. The recognition of the Pennsylvania deferred tax assets during 2017 resulted in an income tax benefit of $5.2 million. Management has determined that it is not more-likely-than-not that the Company will realize certain of its Pennsylvania, Louisiana, Colorado and Iowa deferred tax assets. Therefore, a full valuation allowance has been recognized against these deferred tax assets, excluding deferred tax liabilities related to indefinite‑lived assets. These indefinite‑lived assets primarily related to gaming licenses in various jurisdictions. These gaming licenses are not being amortized for book purposes, and will only reverse upon ultimate sale or book impairment. Due to the uncertain timing of such reversal, the temporary differences associated with indefinite‑lived intangibles and certain land improvements cannot be considered a source of future taxable income for purposes of determining the valuation allowance. The Company will continue to evaluate the realization of its deferred tax assets on a quarterly basis and make adjustments toincreased its valuation allowance ~~as appropriate.~~

~~On November 24, 2015, Eldorado Resorts LLC, an indirect wholly-owned subsidiary~~by $2.3 million and released valuation allowances of ERI, acquired the additional 50% membership interest in the Silver Legacy Joint Venture partnership. Prior to the 2015 acquisition, a deferred tax asset was recognized to the extent that the tax basis in the partnership interest exceeded the book basis. As a result of the 2015 acquisition, the partnership ceased to exist$0.5 million and ~~the Company wrote off the outside basis deferred tax asset of $8.1~~$5.2 million, ~~as a change in tax status.~~respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred taxes related to continuing operations at December 31, ~~2016~~2019 and ~~2015~~2018 are as follows (amounts in thousands):

As of December 31, ~~2017,~~2019, the Company had federal and state net operating loss carryforwards of ~~$147.2~~$29.2 million and ~~$387.7~~$307.6 million, respectively. ~~The federal and state~~State net operating losses begin to expire in ~~2030~~2020 and ~~2018, respectively.~~federal net operating losses in 2032. As of December 31, ~~2017,~~2019, the Company had federal jobs credit ~~carry forwards~~carryforwards of ~~$19.6~~$0.2 million, which begin to expire in 2024.

The acquisitions of Elgin and Tropicana were treated as asset acquisitions for tax purposes and the assets and liabilities were stepped up to fair value. As a result, there are 0 deferred tax assets or liabilities recorded upon acquisition.

Utilization of net operating loss, credit, and other carryforwards are subject to annual limitations due to ownership changes as provided by the Internal Revenue Code of 1986, as amended and similar state provisions. An ownership change is defined as a greater than 50% change in ownership by 5% stockholders in any three‑year period. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, the Company had a “change in ownership” event that limits the utilization of net operating loss, credit, and other carryforwards that were previously available to ~~MTR,~~ Isle ~~of Capri~~ and the Company to offset future taxable income. The “change in ownership” event for ~~MTR occurred on September 19, 2014 in connection with the MTR Merger. The “change in ownership” event for~~ Isle ~~of Capri~~ and the Company occurred on May 1, 2017 in connection with the merger with Isle of Capri. This limitation resulted in no significant loss of federal attributes, but did result in significant loss of state attributes. The federal and state net operating loss credit and other carryforwards are stated net of limitations.

As of December 31, ~~2017,~~2019, there were no0 unrecognized tax benefits and the Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The Company and its subsidiaries file US federal income tax returns and various state and local income tax returns. The Company does not have tax sharing agreements with the other members within the consolidated ERI group. With few exceptions, the Company is no longer subject to US federal or state and local tax examinations by tax authorities for years before 2012.

The Company was notified by the Internal Revenue Service in October of 2016 that its federal tax return for the year ended December 31, 2014 had been selected for examination. In September 2017, the IRS informed the Company that they completed the examination of the tax return and made no changes. However, the Company may be subject to audit in the future and the outcome of tax audits cannot be predicted with certainty. ~~If any issues addressed in the Company’s~~

The Company and its subsidiaries file US federal income tax ~~audits are resolved in a manner~~returns and various state and local income tax returns. The Company does not ~~consistent~~have tax sharing agreements with the ~~Company’s expectations, we would be required to adjust our provision for income taxes in~~other members within the ~~period such resolution occurs. While~~consolidated ERI group. With few exceptions, the Company ~~believes its reported results are materially accurate, any significant adjustments could have a material adverse effect on the Company’s results of operations, cash flows~~is no longer subject to US federal or state and ~~financial position.~~local tax examinations by tax authorities for years before 2008.

The Company ~~elected~~offered several 401(k) plans to ~~merge the plan assets of~~substantially all its wholly-owned subsidiaries into the MTR Gaming Group, Inc. Retirement Plan (the “MTR Retirement Plan”) and renamed it the Eldorado Resorts, Inc. 401(k) Plan (“ERI 401(k) Plan”). As a result, assets of the Eldorado Hotel & Casino Master 401(k) Plan, the Silver Legacy 401(k) Plan and Circus Circus Reno MGM Resorts 401(k) Savings Plan transferred in the ERI 401(k) Plan. Generally, all employees ~~of ERI who are 21 years of age or older, who have completed six months and 1,000 hours of service and~~ who are not covered by collective bargaining agreements, ~~including~~who meet certain eligibility requirements, namely terms of service. During 2018 and 2019, all existing 401(k) plans merged into a single plan. Under the ~~named executive officers, are eligible~~combined plan, the employer matches contributions equal to participate in the ERI 401(k) Plan. Employees who elect to participate in the ERI 401(k) Plan could defer up to 100% but not less than 1% of their annual compensation, subject to statutory and certain other limits. The plan covering ERI’s employees allows for an employer contribution up to 50 percent50% of the first ~~four percent of each participating employee’s contribution, up to a maximum of $1,000, subject to statutory and certain other limits. ERI’s~~6%.

The Company’s matching contributions totaled ~~$1.6~~$6.4 million, $2.7 million and ~~$1.5~~$2.4 million for the years ended December 31, 2019, 2018 and 2017, ~~and 2016,~~ respectively.

Prior to 2016, the Resorts’ 401 (k) plan participated in a multi-employer savings plan (the “401(k) Plan”) qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan in which Resorts participated functioned as an aggregation of several single-employer plans in order to enable the participating employers to pool plan assets for investment purposes and to reduce the costs of plan administration. The 401(k) Plan maintained separate accounts for each employer so that each employer’s contributions provided benefits only for its employees. Generally, all employees of Resorts who were 21 years of age or older, who had completed six months and 1,000 hours of service and who were not covered by collective bargaining agreements, including the named executive officers, were eligible to participate in the 401(k) Plan. Employees who elected to participate in the 401(k) Plan could defer up to 100% but not less than 1% of their annual compensation, subject to statutory and certain other limits. Effective February 1, 2014, Eldorado Reno implemented an employer matching contribution up to 25 percent of the first four percent of each participating employee’s compensation. Employees of the Eldorado Shreveport also participated in Resorts’ 401(k) Plan. The plan covering Eldorado Shreveport’s employees allowed for an employer contribution up to 50 percent of the first six percent of each participating employee’s contribution, subject to statutory and certain other limits. Resorts’ matching contributions totaled $0.5 million for the year ended December 31, 2015.

Isle has a 401(k) plan covering substantially all of its employees who have completed 90 days of service. Expense for contributions from continuing operations related to the 401(k) plan was $1.0 million or the 2017 period subsequent to the Isle Acquisition Date. Isle’s contribution is based on a percentage of employee contributions and may include an additional discretionary amount.

Previously MTR Gaming participated in the MTR Retirement Plan. At that time, the Mountaineer qualified defined contribution plan and the Scioto Downs’ 401(k) plan were merged into the MTR Retirement Plan. Additionally, the MTR Retirement Plan provided 401(k) participation to Presque Isle Downs’ employees. Matching contributions by MTR Gaming were $0.1 million for 2015.

Mountaineer’s qualified defined contribution plan (established by West Virginia legislation) ~~covers~~covered substantially all of its employees and was merged as a component of the MTR Retirement Plan as previously discussed. Contributions to the plan are based on 1/4% of the race track and simulcast wagering handles and approximately 1% of the net win from gaming operations until the racetrack reaches its Excess Net Terminal Income threshold, which for Mountaineer is approximately $160 million per year based on the state’s June 30 fiscal year.employees. Contributions to the ERI 401(k) Plan for the benefit of Mountaineer employees were $1.1 million ~~$1.2 million and $1.3 million~~ for each of the years ended December 31, ~~2017, 2016~~2018 and ~~2015, respectively.~~2017. Mountaineer was sold on December 6, 2019.

Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. As of December 31, ~~2017,~~2019, the fair value of the plan assets was $1.2 million, and the fair value of the benefit obligations was $0.8 million, resulting in an over-funded status of $0.4 million. The plan assets are comprised primarily of money market and mutual funds whose values are determined based on quoted market prices and are classified in Level 1 of the fair value hierarchy. We did ~~not~~0t make cash contributions to the Scioto Downs pension plan during ~~2017, 2016~~2019, 2018 and ~~2015.~~2017.

In connection with the collective bargaining agreement and related settlement agreement (the “Settlement Agreement”) that was executed in May 2014 between Trop AC and UNITE HERE Local 54 (“Local 54”), the parties agreed that Trop AC would establish a Variable Annuity Pension Plan (“VAPP”), a defined benefit pension plan, for certain Trop AC Local 54 employees.

Contributions to the VAPP through the end of the current collective bargaining agreement of February 29, 2020, will be calculated at $1.93 per straight time hour paid to employees covered by the agreement.

The components of net periodic benefit costs related to the VAPP for the year ended December 31, 2019 and the period beginning with the Tropicana Acquisition date of October 1, 2018 through December 31, 2018 consists of the following (in thousands):

Net periodic benefit costs are reported in the various operation departments in the Consolidated Statements of Income.

The change in the projected benefit obligation, change in plan assets and funded status for the year ended December 31, 2019 and the period beginning with the Tropicana Acquisition date of October 1, 2018 through December 31, 2018 is as follows (in thousands):

As of December 31, 2019 and 2018, the VAPP was in an overfunded status in the amount of $2.2 million and $1.7 million, respectively, which is included in other assets, net on the Consolidated Balance Sheets. Actuarial assumptions used to determine the benefit obligations for the VAPP include an expected rate of return on assets of 5%, discount rate of 5.0% pre-retirement and a discount rate of 3.0% post-retirement, which, as defined in the Settlement Agreement, will result in no adjustments to the plan benefit.

The plan assets are comprised primarily of money market and mutual funds whose value is determined based on quoted market prices and are classified as Level 1 within the fair value hierarchy.

Future estimated expected benefit payments for 2020 through 2029 are as follows (in thousands):

Trop AC’s net periodic pension cost for the year ended December 31, 2020 is expected to be approximately $3.0 million.

~~The Company has authorized common stock of 100,000,000 shares, par value $0.00001 per share.~~

~~The Company accounts for stock-based compensation in accordance with ASC 718,~~ ~~Compensation—Stock Compensation~~. Total stock-based compensation expense in the accompanying consolidated statements of income was $6.3 million, $3.3 million and $1.5 million during the years ended December 31, 2017, 2016 and 2015, respectively.

The Board of Directors (“BOD”) adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and ~~our~~the Company’s stockholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. On March 28, 2019, the Company’s BOD approved an amendment to the 2015 Plan and the Company’s stockholders subsequently approved the adoption of the amended and restated 2015 Plan on June 24, 2019. The amendment to the 2015 Plan allows for 3,060,000 shares available for grant, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment. As of December 31, 2019, under the 2015 Plan the Company had 3,997,287 shares available for grant.

The 2015 Plan permits the granting of stock options, including incentive stock options (“ERI Stock Options”), stock appreciation rights, restricted stock or restricted stock units (“RSUs”), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. RSUs granted to non-employee directors vest immediately and are delivered upon the date that is the earlier of termination of service on the BOD or the consummation of a change of control of the Company. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Payout ranges are from 0% up to 200% of the award target.

~~Pursuant to the Merger Agreement, the~~The outstanding equity awards of Isle were converted into comparable equity awards of ERI stock ~~as follows:~~

~~Isle stock options.~~ ~~Each option or other right to acquire Isle common stock (each an “Isle Stock Option”) that was outstanding immediately prior to the Isle Acquisition Date (whether vested or unvested), as~~upon consummation of the ~~Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be,~~merger in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement), (ii) ceased to represent an option or right to acquire shares of Isle common stock, and (iii) was converted into an option or right to purchase that number of shares ERI common stock equal to the number of shares of Isle common stock subject to the Isle Stock Option multiplied by the Stock Consideration at an exercise price equal to the exercise price of the Isle Stock Option divided by the Stock Consideration, subject to the same restrictions and other terms as are set forth in the Isle equity incentive plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement).

~~Isle restricted stock awards.~~ Each share of Isle common stock subject to vesting, repurchase or lapse restrictions (each an “Isle Restricted Share”) that was outstanding under any Isle equity plan or otherwise immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement) and was exchanged for shares of ERI common stock (in an amount equal to the Stock Consideration, with aggregated fractional shares rounded to the nearest whole share) and remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement).

~~Isle performance stock units.~~ Each performance stock unit (each, an “Isle PSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement), (ii) was converted into a number of performance stock units in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share) at the target level of performance, and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement).

~~Isle restricted stock units.~~ Each restricted stock unit, deferred stock unit or phantom unit in respect of a share of Isle common stock granted under the applicable Isle stock plan or otherwise, including any such units held in participant accounts under any employee ~~benefit~~ or compensation plan or arrangement of Isle, other than an Isle PSU (each an “Isle RSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan), (ii) was converted into a number of restricted stock units, deferred stock units or phantom units, as applicable, in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share), and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan).

On January 23, 2015, the Compensation Committee of the BOD of the Company approved the grant of 685,606 RSUs and performance awards with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to executive officers and certain key employees under the 2015 Plan, and the grant of 89,900 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to non-employee members of the BOD under the 2015 Plan. Such awards became effective upon our stockholders’ approval of the 2015 Plan on June 23, 2015. Throughout 2015, an additional 9,171 RSUs were granted to certain employees under the 2015 Plan.

On January 22, 2016, the Compensation Committee of the BOD of the Company approved the grant of 367,519 RSUs and performance awards, to executive officers and certain key employees, and the grant of 34,920 RSUs to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $10.77 per unit which was the NASDAQ average price per share on that date. Throughout 2016, an additional 14,661 RSUs were granted to certain employees under the 2015 Plan.

On January 27, 2017, the Company granted 298,761 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers and key employees, and 46,282 RSUs (time-based awards) to non-employee members of the BOD under the 2015 Plan. The performance awards granted in 2017 are based on a two-year performance criteria and accounted for as two sub-awards. The January 27, 2017, RSUs had a fair value of $15.50 per unit which was the NASDAQ closing price on that date. An additional 246,755 RSUs were also granted to key employees during the year ended December 31,May 2017.

On January 26, 2018, the Company granted 353,897 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers, key employees and non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $32.52 per unit which was the NASDAQ closing price on that date.

A summary of the RSU activity, including performance awards and converted Isle awards, for the years ended December 31, ~~2015, 2016~~2017, 2018 and ~~2017~~2019 is as follows:

As of December 31, ~~2017~~2019 and ~~2016,~~2018, the Company had ~~$11.1~~$23.5 million and ~~$2.5~~$18.0 million, respectively, of unrecognized compensation ~~expense, including 2017 performance awards at 108.5% and 100% of target, respectively, and 2016 performance awards at 96.5% target, related to unvested RSUs.~~expense. The RSUs are expected to be recognized over a weighted-average period of ~~0.92~~1.32 years and 1.41 years, ~~respectively.~~

During the first quarter of 2016, the Company’s chief operating officer terminated employment and the chief financial officer retired. In conjunction with the termination and retirement, unvested RSUs totaling 167,511, which were outstanding as of December 31, ~~2015, immediately vested representing an additional $0.5 million included~~2019 and 2018, respectively.

The Company accounts for stock-based compensation in ~~stock~~accordance with ASC 718, Compensation—Stock Compensation. Total stock-based compensation expense in the accompanying consolidated statements of income was $19.7 million, $13.1 million and $6.3 million during the ~~first quarter of 2016. Additionally, severance costs totaling $1.4 million were recognized during the first quarter of 2016.~~

years ended December 31, 2019, 2018 and 2017, respectively. These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s ~~consolidated statements~~Consolidated Statements of ~~income.~~Income. We recognized a reduction in income tax expense of ~~$1.0~~$1.5 million, $4.8 million and ~~$0.8~~$1.0 million for the year ended December 31, ~~2017~~2019, 2018 and ~~2016,~~2017, respectively, for excess tax benefits related to stock-based compensation.

A summary of the ERI Stock Option activity for the years ended December 31, ~~2015, 2016~~2017, 2018 and ~~2017:~~2019:

								Weighted-		Weighted-							Weighted-
								Average		Average							Average
				Range of				Exercise		Remaining		Aggregate					Exercise
	Options			Exercise Prices				Price		Contractual Life		Intrinsic Value		Options			Price
										(in years)		(in millions)
Outstanding and Exercisable as of January 1, 2015		398,200		$	2.44	$	16.27	$	7.88		4.54	$	0.2

Expired		(86,000	)			$	11.30	$	11.30
Outstanding and Exercisable as of December 31, 2015		312,200		$	2.44	$	16.27	$	6.94		3.47	$	1.3

Outstanding as of January 1, 2017 (1)															169,300		$	9.94
Exchanged															1,351,168			10.12
Expired		(10,000	)			$	11.30	$	11.30						(62,871	)		4.63
Exercised		(132,900	)	$	2.44	$	3.94	$	2.89						(1,185,745	)		10.45
Outstanding and Exercisable as of December 31, 2016		169,300		$	2.44	$	16.27	$	9.94		0.86	$	1.2
Exchanged (1)		1,351,168		$	6.87	$	15.60		10.12
Outstanding as of December 31, 2017 (1)															271,852			9.63
Expired		(62,871	)	$	2.44	$	12.29	$	4.63						(15,776	)		10.89
Exercised		(1,185,745	)	$	6.87	$	16.27	$	10.45						(120,120	)		9.09
Outstanding and Exercisable as of December 31, 2017		271,852		$	3.94	$	15.60	$	9.63		1.04	$	6.4
Outstanding as of December 31, 2018 (1)															135,956			9.96
Expired															—			—
Exercised															—			—
Outstanding as of December 31, 2019 (1)															135,956		$	9.96

~~There~~NaN stock options were ~~1,185,745 options~~ exercised ~~and 62,871 options expired in 2017. There were 132,900 options exercised and 10,000 options expired in 2016. There were no options exercised in 2015.~~for the year ended December 31, 2019. Cash received from the exercise of stock options was ~~$2.9~~$0.2 million and ~~$0.4~~$2.9 million for the years ended December 31, ~~2017~~2018 and ~~2016, respectively. The Company recognized a tax benefit from the stock option exercises of $1.0 million and $0.8 million in~~ 2017, ~~and 2016,~~ respectively.

~~A summary~~As a result of the ~~ERI~~Isle Acquisition, at December 31, 2017, 10,809 exchanged Isle Restricted Stock Awards ~~activity for~~were outstanding at a weighted average grant date fair value of $19.13. These awards become fully vested during 2018 and 0 restricted stock units were outstanding as of December 31, 2019 and 2018.

In November 2018 the BOD authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program.

The Company acquired 223,823 shares of common stock at an aggregate value of $9.1 million and an average of $40.80 per share during the year ended December 31, ~~2017 is as follows:~~

~~The Company’s unrecognized compensation cost for unvested restricted stock awards was $0.1 million as of~~2018. NaN shares were repurchased during the year ended December 31, ~~2017. The weighted average remaining life was 0.4 years and had an aggregate fair value of $0.1 million at December 31, 2017.~~2019.

The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017 (dollars in thousands, except per share amounts):

The Company’s accumulated other comprehensive income (loss) is related to the Scioto Downs defined benefit pension plan. A summary of the change in accumulated other comprehensive income (loss) during the three years ended December 31, 2017 and 2016 is as follows (in thousands):

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a ~~market based~~market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

~~Items Measured at Fair Value on a Recurring Basis: The following table sets forth the assets measured at fair value on a recurring basis, by input level, in the consolidated balance sheets at December 31, 2017:~~

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value:

Cash and Cash Equivalents: Cash equivalents include ~~investments~~cash held in money market ~~funds. Investments in this category~~funds and investments that can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short‑term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. Cash and cash equivalents also ~~includes~~include cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).

Restricted Cash~~: Restricted cash includes cash reserved for unredeemed winning tickets from the Company’s racing operations, funds~~ and Investments and Other Liabilities related to horsemen’s fines and certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements.Restricted Investments: The estimated fair values of our restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), or quoted prices available in active markets adjusted for time restrictions related to the sale of the investment (Level 3) and represent the amounts we would expect to receive if we sold our restricted cash and investments.~~Restricted investments, included in Other Assets, net, relate to trading securities pledged as collateral by our captive insurance company.~~

~~Accounts Receivable and Credit Risk~~: The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Management believes that no significant concentrations of credit risk related to receivables existed.

Marketable Securities: Marketable securities consist primarily of trading securities held the Company’s captive insurance ~~subsidiary.~~subsidiary and shares in a publicly traded company. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold these marketable securities.

Long‑term Debt: The fair value of our long-term debt or other long-term obligations is estimated based on the quoted market price of the underlying debt issue (Level 1) or, when a quoted market price is not available, the discounted cash flow of future payments utilizing current rates available to us for the debt of similar remaining maturities (Level 2). Debt obligations with a short remaining maturity have a carrying amount that approximates fair value.

Lumiere Loan: The fair value of the Lumiere Loan approximates the carrying value, as the Company expects to satisfy the loan in less than one year at an amount equivalent to its fair value.

Acquisition‑Related Contingent Considerations: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts to be paid to former stockholders of Scioto Downs under certain earn-out provisions. ~~The Company considers the acquisition related contingency’s fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy.~~ Acquisition related contingent considerations of $0.4 million and $0.5 million is included in accrued other liabilities on the ~~consolidated~~Consolidated Balance Sheets as of December 31, 2019 and 2018, respectively.

Items Measured at Fair Value on a Recurring Basis: The following table sets forth the assets measured at fair value on a recurring basis, by input level, in the Consolidated Balance Sheets at December 31, 2019:

The change in restricted investments valued using Level 3 inputs for the years ended December 31, 2019 and 2018 are as follows:

In November 2018, we entered into a 20-year agreement with TSG pursuant to which we agreed to provide TSG with options to obtain access to our second skin for online sports wagering and third skin for real money online gaming and poker, in each case with respect to our properties in the United States. Under the terms of the agreement, we will receive a revenue share from the operation of the applicable verticals by TSG under our licenses. Pursuant to the terms of the TSG agreement, we received 1.1 million TSG common shares, and an additional $5.0 million in TSG common shares became payable to us upon TSG’s exercise of its first option, which shares we received in the fourth quarter of 2019. We may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in our markets. The initial 1.1 million TSG common shares were subject to a restriction on transfer and could not be sold until November 2019, and the TSG common shares that are payable to us in connection with TSG’s exercise of its first option may not be sold for a period of one year from the date such shares are issued.

At December 31, 2019, the fair value of the Company’s shares of TSG totaled $14.0 million and is included in cash and investments on the Consolidated Balance Sheets. Upon entry into the TSG agreement, the Company also recorded deferred revenue associated with the shares received and recognized revenue of $1.3 million during the year ended December 31, 2019. As of December 31, 2019, the balance ~~sheets.~~of the TSG deferred revenue totaled $17.3 million and is recorded in other long-term liabilities on the Consolidated Balance Sheets. As part of the agreement with William Hill (see Note 7), the Company is obligated to pay William Hill US 50% of the proceeds received from selling the TSG shares. In December 2019 the Company sold approximately 0.5 million TSG common shares at the request of William Hill and in accordance with the terms of our agreement. Total net proceeds paid to William Hill after fees and estimated taxes was $12.6 million.

As noted above, the restriction on the TSG shares expired in November 2019. As such, the shares were transferred from a Level 3 investment to a Level 1 investment. There were no0 other transfers between Level 1, Level 2 and Level 23 investments.

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

December 31, 2017

December 31, 2016

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Financial assets:

Cash and cash equivalents

$

134,596

$

134,596

$

61,029

$

61,029

Restricted cash

13,153

13,153

2,414

2,414

Marketable securities

17,631

17,631

—

—

Financial liabilities:

7% Senior Notes

$

367,854

$

400,800

$

366,859

$

397,500

6% Senior Notes

880,889

914,375

—

—

New Term Loan

938,002

956,750

—

—

Other long-term debt

2,531

2,531

—

—

Term Loan

—

—

406,047

423,858

Revolving Credit Facility

—

—

26,977

29,000

Capital leases

917

917

543

543

Acquisition-related contingent considerations

486

486

496

496

	December 31, 2019				December 31, 2018
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial liabilities:
7% Senior Notes due 2023	$	370,077	$	390,938	$	368,925	$	385,312
6% Senior Notes due 2025		879,276		922,031		880,086		840,000
6% Senior Notes due 2026		582,042		662,250		580,370		567,000
Term Loan		490,768		498,127		938,324		916,088
Revolving Credit Facility		—		—		245,000		245,000
Lumière Loan		246,000		246,000		246,000		246,000
Other long-term debt		2,553		2,553		3,030		3,030

~~The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2014 to December 31, 2017.~~

Litigation. We are parties to various legal proceedings. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

NaN putative class action lawsuits have been filed in connection with the Merger. The Company ~~leases certain equipment~~has been named as a party in three of such actions: Cazer v. Caesars Entertainment Corp., et al, Civil Action No. A-19-801900-C, Eighth Judicial District Court Clark County, Nevada (9/13/2019), Gershman v. Caesars Entertainment Corp., et al, Civil Action No 1:19-cv-01720-UNA, United States District Court for the District of Delaware (9/12/2019), and Palkon v. Caesars Entertainment Corp., et al, Civil Action No. 1:19-cv-01679-UNA, United States District Court for the District of Delaware (9/9/2019). In general, the complaints assert claims under ~~agreements classified as capital leases. The future minimum lease payments, including interest, at December 31, 2017 are $0.6 million, $0.4 million,~~sections 14(a), 20(a) and ~~$0.1 million in 2018, 2019, and 2020, respectively. After reducing these amounts for interest of $0.2 million, the present value~~Rule 14a-9 of the ~~minimum lease payments~~Securities Exchange Act of 1934 challenging the adequacy of certain disclosures in the joint proxy statement/prospectus filed in connection with the Merger. In addition, one of the complaints alleges state law breach of fiduciary duty claims against the Caesars directors. The complaints seek, among other relief, an injunction preventing consummation of the Merger, damages in the event that the Merger is consummated and attorneys’ fees. The parties to the litigation have an agreement in principle to settle the claims. However, there can be no assurances that the claims will be settled on the expected terms or at ~~December 31, 2017 is $0.9 million.~~all.

On September 23, 2019, the Company and certain of its officers were named as defendants in a putative class action complaint filed in the United States District Court for the District of New Jersey and captioned as Elberts v. Eldorado Resorts, Inc., Case No. 2:19-cv-18230-SRC-CLW. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated under the Securities Exchange Act of 1934. The complaint alleges that the Company made material misstatements and/or omissions during the period from March 1, 2019 through September 2, 2019. The allegations relate to disclosure concerning the subpoenas that certain of the Company’s directors and officers received from the SEC, which have been previously disclosed in the proxy statement/prospectus filed by the Company relating to the pending transaction with Caesars. The SEC Investigation is ongoing. The complaint seeks unspecified damages on behalf of all persons and entities who purchased the Company’s securities during the period from March 1, 2019 through September 2, 2019. The Boston Retirement System has been named as the lead plaintiff. The Company leases land and certain equipment, including some of our slot machines, timing and photo finish equipment, videotape and closed circuit television equipment, and certain pari‑mutuel equipment, under operating leases. Future minimum payments under non‑cancellable operating leases with initial terms of one year or more consisted of the following at December 31, 2017 (in thousands):intends to vigorously defend itself against these claims.

Total rental expense under operating leases totaled $28.2 million, $17.0 million and $14.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Included in the $28.2 million is rent for land upon which the Eldorado Reno resides of $0.6 million in each of the years ended December 31, 2017, 2016 and 2015 which was paid to C. S. & Y. Associates which is an entity partially owned by Recreational Enterprises, Inc. (“REI”). The Company’s Chief Executive Officer and Chairman of the Board, Gary L. Carano, and its Senior Vice President of Regional operations, Gene Carano,In addition, we are the directors of REI and members of the Carano family, including Gary L. Carano and Gene Carano, own the equity interests in REI. This rental agreement expires June 30, 2027 and the rental payments are more fully described in Note 17, Related Affiliates.

~~Litigation.~~ ~~The Company is~~ a party to various legal and administrative proceedings, which have arisen in the normal course of ~~its~~our business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to ~~the Company’s~~our consolidated financial condition and those estimated losses are not expected to have a material impact on ~~its~~our results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s consolidated financial condition or results of operations. Further, no assurance can be given that the amount of scope of existing insurance coverage will be sufficient to cover losses arising from such matter.

Collective Bargaining Agreements. As of December 31, ~~2017,~~2019, we had approximately ~~12,500 employees. As of such date, we had 11~~15,500 employees and 18 collective bargaining agreements covering approximately ~~970~~3,100 employees. ~~Three~~Five collective bargaining agreements are scheduled to expire in ~~2018.~~ 2020, and we are currently renegotiating one collective bargaining agreement that has expired. There can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing ~~agreements~~.agreements.

Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in ~~West Virginia,~~ Ohio and ~~Pennsylvania~~Florida require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a “proceeds agreement”) with a representative of a majority of the horse ownersOhio and ~~trainers and with a representative of a majority of the pari‑mutuel clerks. In Pennsylvania and Ohio,~~Florida, we must have an agreement with the representative of the horse owners. We have all the requisite agreements in place ~~with the horsemen~~referenced in this sub section at Mountaineer until December 31, 2018. With respect to the Mountaineer pari‑mutuel clerks, we have a labor agreement in force until November 30, 2018, which will automatically renew for an additional one-year period, and a proceeds agreement until April 14, 2018. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari‑mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer’s application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two‑year renewals unless either party requests re‑negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen’s Benevolent and ~~Protective Association until May 1, 2019. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s~~Pompano. Certain agreements ~~and the agreement between Mountaineer and the pari‑mutuel clerks’ union described~~referenced above ~~each of the agreements referred to in this paragraph~~ may be terminated upon written notice by either party.

As of December 31, ~~2017,~~2019, REI owned approximately ~~14.5%~~14.4% of outstanding common stock of the Company. The directors of REI are Company’s ~~Chief~~ Executive ~~Officer and~~ Chairman of the Board, Gary L. Carano, its ~~President and~~ Chief ~~Financial~~Executive Officer and Board member, Thomas R. Reeg, and its former Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano Family, including Gary L. Carano and Gene Carano, own the equity interests in REI. As such, the Carano Family has the ability to significantly influence the affairs of the Company. Donald L. Carano, who was formerly the president and a director of REI, received remuneration in the amount of $0.3 million ~~$0.4 million and $0.4 million~~ in 2017, ~~2016 and 2015, respectively,~~ for his service to ERI and its subsidiaries. For each of the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, there were no0 related party transactions between the Company and the Carano Family other than compensation, including salary and equity incentives and the CSY Lease listed below.

Prior to November 2017, Hotel Casino Management, Inc., which is beneficially owned by members of the Poncia family, including Raymond J. Poncia, owned more than 5% of the outstanding common stock of the Company. Raymond J. Poncia received remuneration in the amount of $0.2 million in each of ~~2017, 2016~~2019, 2018 and ~~2015~~2017 for services that he provided to ERI and its subsidiaries.

The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2027. Annual rent is equal to the greater of (1) $0.4 million or (2) an amount based on a decreasing percentage of the Eldorado’s gross gaming revenues ranging from 3% of the first $6.5 million of gross gaming revenues to 0.1% of gross gaming revenues in excess of $75.0 million.2057. Rent pursuant to the CSY Lease amounted to $0.6 million in each of the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015. All amounts on the accompanying balance sheets under “Due to Affiliates” relate to C. S. & Y. Associates.~~

~~The Company holds a 42.1% variable interest in a partnership with other investors that developed a new 118-room Hampton Inn & Suites hotel at Scioto Downs that opened in March~~ 2017. ~~Pursuant to the terms of the partnership agreement, the Company contributed $1.0 million of cash and 2.4 acres of a leasehold immediately adjacent to~~ ~~The Brew Brothers~~ microbrewery and restaurant at Scioto Downs. The partnership constructed the hotel at a cost of $16.0 million and other investor members operate the hotel. In November 2017, the Company contributed $0.6 million to the partnership for its proportionate share of additional construction costs pursuant to the partnership agreement. As of December 31, ~~2017, the Company’s receivable~~2019 and 2018 there were 0 amounts due to or from ~~the partnership totaled $0.2 million and is reflected on the accompanying balance sheet under “Due from Affiliates.”~~C.S. & Y. Associates.

~~The following table sets forth, for the period indicated, certain operating data for our reportable segments.~~ The executive decision maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the ~~Isle Acquisition,~~Elgin and Tropicana acquisitions, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated as follows:

~~Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in four~~4 geographic regions and reportable segments. Following the Elgin and Tropicana acquisitions a fifth segment, Central, was added in the third quarter of 2018. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate. ~~The following table summarizes our current segments:~~See Note 1 for a summary of these segments.

The following ~~table sets~~tables set forth, for the periods indicated, certain operating data for our ~~four~~5 reportable segments. Amounts related to pre-acquisition periods (prior to May 1, 2017) conform to prior presentation as the additional operating segments associated with the Isle Acquisition are incremental to the previously disclosed reportable segments.segments:

										Year ended
	For the year ended December 31,									Ended December 31,
	2017			2016			2015			2019			2018			2017
	(in thousands)									(in thousands)
Revenues and expenses
West:
Net operating revenues	$	405,202		$	321,922		$	127,802		$	524,721		$	483,532		$	410,319
Operating income—West	$	66,329		$	41,620		$	13,989
Depreciation and amortization											55,035			40,131			26,950
Operating income											84,992			84,548			66,108
Midwest:
Net operating revenues	$	268,385		$	—		$	—			378,577			397,008			268,879
Operating income—Midwest	$	62,051		$	—		$	—
Depreciation and amortization											25,145			33,083			20,997
Operating income											114,180			105,809			62,071
South:
Net operating revenues	$	336,709		$	131,496		$	136,342			463,133			461,181			338,259
Operating income—South	$	3,671		$	23,378		$	21,423
Depreciation and amortization											39,165			37,357			25,307
Operating income											74,622			64,851			3,680
East:
Net operating revenues	$	462,702		$	439,478		$	455,640			674,758			571,272			462,835
Operating income—East	$	67,968		$	53,610		$	56,491
Depreciation and amortization											48,064			27,913			30,517
Operating income											133,317			97,963			68,101
Central:
Net operating revenues											479,761			142,485			—
Depreciation and amortization											46,849			13,583			—
Operating income											105,772			24,240			—
Corporate:
Net revenues	$	506		$	—		$	—
Operating loss—Corporate	$	(105,150	)	$	(29,490	)	$	(19,387	)
Net operating revenues											7,299			529			506
Depreciation and amortization											7,267			5,362			2,120
Operating loss											(102,910	)		(67,308	)		(105,150	)
Total Reportable Segments
Net operating revenues	$	1,473,504		$	892,896		$	719,784		$	2,528,249		$	2,056,007		$	1,480,798
Operating income – Total Reportable Segments	$	94,869		$	89,118		$	72,516
Reconciliations to Consolidated Net Income:
Operating Income — Total Reportable Segments	$	94,869		$	89,118		$	72,516
Depreciation and amortization											221,525			157,429			105,891
Operating income										$	409,973		$	310,103		$	94,810
Reconciliations to consolidated net income:
Operating income										$	409,973		$	310,103		$	94,810
Unallocated income and expenses:
Interest expense, net		(99,769	)		(50,917	)		(61,558	)		(286,248	)		(171,732	)		(99,769	)
Gain on valuation of unconsolidated affiliate		—			—			35,582
Loss on early retirement of debt		(38,430	)		(155	)		(1,937	)
Benefit (provision) for income taxes		117,270			(13,244	)		69,580
Loss on early retirement of debt, net											(7,512	)		(162	)		(38,430	)
Unrealized gain (loss) on restricted investment											8,765			(2,587	)		—
(Provision) benefit for income taxes											(43,977	)		(40,387	)		116,769
Net income	$	73,940		$	24,802		$	114,183		$	81,001		$	95,235		$	73,380

Certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026 and ~~New~~ Credit Facility.

The following wholly-owned subsidiaries of the Company are guarantors, on a joint and several basis, under the 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026 and ~~New~~ Credit Facility: Isle of Capri Casinos LLC; Eldorado Holdco LLC; Eldorado Resorts LLC; Eldorado Shreveport 1#1, LLC; Eldorado Shreveport 2#2, LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group, Inc.; ~~Mountaineer Park~~Old PID, Inc.; (f/k/a Presque Isle Downs, Inc.); Scioto Downs, Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; ~~CC Reno~~CC-Reno, LLC; CCR Newco, LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; Isle of Capri Black Hawk, L.L.C.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park Holdings, ~~LLC;~~L.L.C.; IOC-Lula, Inc.; IOC-Kansas City, Inc.; IOC-Boonville, Inc.; ~~IOC-Caruthersville, LLC; IOC Cape Girardeau, LLC;~~ IOC-Vicksburg, Inc.; IOC-Vicksburg, L.L.C.; Rainbow Casino-Vicksburg Partnership, L.P.; IOC Holdings L.L.C. ~~and~~; St. Charles Gaming Company, L.L.C; Elgin Riverboat Resort-Riverboat Casino; Elgin Holdings I LLC; Elgin Holdings II LLC, PPI Development Holdings LLC; PPI Development LLC; Tropicana Entertainment, Inc.; New Tropicana Holdings, Inc.; New Tropicana OpCo, Inc.; TropWorld Games LLC; TEI R7 Investment LLC; Tropicana St. Louis LLC; TEI (ST. LOUIS RE), LLC; TEI (STLH), LLC; TEI (ES), LLC; Aztar Riverboat Holding Company, LLC; Aztar Indiana Gaming Company, LLC ; New Jazz Enterprises, LLC; Catfish Queen Partnership in Commendam; Centroplex Centre Convention Hotel, L.L.C.; Columbia Properties Tahoe, LLC; MB Development, LLC; Lighthouse Point, LLC; Tropicana Atlantic City Corp.; Tropicana St. Louis RE LLC, Tropicana Laughlin, LLC, ELDO FIT, LLC and CRS ANNEX, LLC. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries.

The consolidating condensed balance sheet as of December 31, ~~2017~~2019 is as follows:

Balance Sheet	Eldorado Resorts, Inc. (Parent Obligor)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated		Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
												(in thousands)
Current assets	$	27,572	$	201,321	$	22,139	$	—		$	251,032	$	79,522		$	516,500	$	21,725		$	(13,104	)	$	604,643
Intercompany receivables		274,147		—		34,493		(308,640	)		—		(562,128	)		796,390		(1,786	)		(232,476	)		—
Investment in and advances to unconsolidated affiliates													127,062			8,769		(3	)		—			135,828
Investments in subsidiaries		2,440,816		—		—		(2,440,816	)		—		3,854,405			—		—			(3,854,405	)		—
Property and equipment, net		12,042		1,483,473		7,302		—			1,502,817		17,552			2,596,344		628			—			2,614,524
Other assets		37,459		1,764,291		27,282		(36,409	)		1,792,623		111,476			2,228,933		15,210			(70,061	)		2,285,558
Total assets	$	2,792,036	$	3,449,085	$	91,216	$	(2,785,865	)	$	3,546,472	$	3,627,889		$	6,146,936	$	35,774		$	(4,170,046	)	$	5,640,553

Current liabilities	$	28,677	$	164,656	$	25,726	$	—		$	219,059	$	162,158		$	524,346	$	15,046		$	(13,104	)	$	688,446
Intercompany payables		—		308,640		—		(308,640	)		—		232,473			3		—			(232,476	)		—
Long-term financing obligation to GLPI													—			970,519		—			—			970,519
Long-term debt, less current maturities		1,814,185		350,000		25,393		—			2,189,578		1,949,398			375,143		—			—			2,324,541
Deferred income tax liabilities		—		200,539		—		(36,409	)		164,130		320			267,029		(22	)		(70,061	)		197,266
Other accrued liabilities		4,127		19,624		4,828		—			28,579		166,660			175,864		—			—			342,524
Stockholders’ equity		945,047		2,405,626		35,269		(2,440,816	)		945,126		1,116,880			3,834,032		20,750			(3,854,405	)		1,117,257
Total liabilities and stockholders’ equity	$	2,792,036	$	3,449,085	$	91,216	$	(2,785,865	)	$	3,546,472	$	3,627,889		$	6,146,936	$	35,774		$	(4,170,046	)	$	5,640,553

The consolidating condensed balance sheet as of December 31, ~~2016~~2018 is as follows:

Balance Sheet	Eldorado Resorts, Inc. (Parent Obligor)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated		Eldorado Resorts, Inc. (Parent Obligor)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
												(in thousands)
Current assets	$	1,860	$	99,494	$	399	$	—		$	101,753	$	48,268	$	497,309	$	27,619	$	—		$	573,196
Intercompany receivables		371,765		—		1,186		(372,951	)		—		—		7,831		28,042		(35,873	)		—
Investment in and advances to unconsolidated affiliates													—		1,892		—		—			1,892
Investments in subsidiaries		299,705		—		—		(299,705	)		—		3,648,961		—		—		(3,648,961	)		—
Property and equipment, net		1,965		610,377		—		—			612,342		18,555		2,863,311		740		—			2,882,606
Other assets		55,158		572,448		11		(47,668	)		579,949		35,072		2,423,807		26,674		(31,785	)		2,453,768
Total assets	$	730,453	$	1,282,319	$	1,596	$	(720,324	)	$	1,294,044	$	3,750,856	$	5,794,150	$	83,075	$	(3,716,619	)	$	5,911,462

Current liabilities	$	11,381	$	90,643	$	16	$	—		$	102,040	$	48,579	$	328,319	$	25,279	$	—		$	402,177
Intercompany payables		—		372,951		—		(372,951	)		—		10,873		—		25,000		(35,873	)		—
Long-term financing obligation to GLPI													—		959,835		—		—			959,835
Long-term debt, less current maturities		420,633		375,248		—		—			795,881		2,640,046		621,193		34		—			3,261,273
Deferred income tax liabilities		—		138,053		—		(47,668	)		90,385		—		231,795		—		(31,785	)		200,010
Other accrued liabilities		—		7,287		—		—			7,287		22,206		36,808		—		—			59,014
Stockholders’ equity		298,439		298,137		1,580		(299,705	)		298,451		1,029,152		3,616,200		32,762		(3,648,961	)	$	1,029,153
Total liabilities and stockholders’ equity	$	730,453	$	1,282,319	$	1,596	$	(720,324	)	$	1,294,044	$	3,750,856	$	5,794,150	$	83,075	$	(3,716,619	)	$	5,911,462

The consolidating condensed statements of income for the year ended December 31, 2019 is as follows:

	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
	(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	1,803,515		$	4,671		$	—		$	1,808,186
Non-gaming		6,751			707,063			6,249			—			720,063
Net revenues		6,751			2,510,578			10,920			—			2,528,249

Operating expenses:
Gaming and pari-mutuel commissions		—			799,163			3,164			—			802,327
Non-gaming		—			383,422			400			—			383,822
Marketing and promotions		—			129,123			250			—			129,373
General and administrative		—			475,549			1,202			—			476,751
Corporate		65,128			229			639			—			65,996
Impairment charges		—			958			—			—			958
Management fee		(22,334	)		22,334			—			—			—
Depreciation and amortization		5,076			216,337			112			—			221,525
Total operating expenses		47,870			2,027,115			5,767			—			2,080,752

Gain on sale of asset or disposal of property and equipment		29,032			20,476			67			—			49,575
Transaction expenses		(83,498	)		(914	)		(246	)		—			(84,658	)
(Loss) from equity in unconsolidated affiliate		(2,656	)		215			—			—			(2,441	)
Operating (loss) income		(98,241	)		503,240			4,974			—			409,973

Interest expense, net		(141,081	)		(159,275	)		14,108			—			(286,248	)
Loss on early retirement of debt, net		(7,512	)		—			—			—			(7,512	)
Unrealized gain on restricted investment		8,765			—			—			—			8,765
Subsidiary income (loss)		210,144			—			—			(210,144	)		—
Net (loss) income before income taxes		(27,925	)		343,965			19,082			(210,144	)		124,978
Income tax benefit (provision)		108,926			(148,308	)		(4,595	)		—			(43,977	)
Net income (loss)	$	81,001		$	195,657		$	14,487		$	(210,144	)	$	81,001

The consolidating condensed statements of income for the year ended December 31, 2018 is as follows:

	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
	(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	1,522,559		$	30,819		$	—		$	1,553,378
Non-gaming		11			492,692			9,926			—			502,629
Net revenues		11			2,015,251			40,745			—			2,056,007

Operating expenses:
Gaming and pari-mutuel commissions		—			728,709			20,580			—			749,289
Non-gaming		—			303,706			2,597			—			306,303
Marketing and promotions		—			104,402			1,759			—			106,161
General and administrative		—			342,185			7,413			—			349,598
Corporate		42,466			2,416			1,750			—			46,632
Impairment charges		—			9,815			3,787			—			13,602
Management fee		(25,340	)		25,340			—			—			—
Depreciation and amortization		3,655			153,396			378			—			157,429
Total operating expenses		20,781			1,669,969			38,264			—			1,729,014

Loss on sale of asset or disposal of property and equipment		—			(828	)		(7	)		—			(835	)
Proceeds from terminated sale		5,000			—			—			—			5,000
Transaction expenses		(11,369	)		(9,473	)		—			—			(20,842	)
Loss from unconsolidated affiliate		—			(213	)		—			—			(213	)
Operating income (loss)		(27,139	)		334,768			2,474			—			310,103

Interest expense, net		(115,745	)		(54,226	)		(1,761	)		—			(171,732	)
Loss on early retirement of debt, net		(162	)		—			—			—			(162	)
Unrealized loss on restricted investment		(2,587	)		—									(2,587	)
Subsidiary income (loss)		201,353			—			—			(201,353	)		—
Net income (loss) before income taxes		55,720			280,542			713			(201,353	)		135,622
Income tax benefit (provision)		39,515			(80,474	)		572			—			(40,387	)
Net income (loss)	$	95,235		$	200,068		$	1,285		$	(201,353	)	$	95,235

The consolidating condensed statements of income for the year ended December 31, 2017 is as follows:

																Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated			(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	1,219,367		$	23,307		$	—		$	1,242,674		$	—		$	1,076,957		$	22,070		$	—		$	1,099,027
Non-gaming		—			356,236			7,679			—			363,915			—			374,246			7,525			—			381,771
Gross revenues		—			1,575,603			30,986			—			1,606,589
Less promotional allowances		—			(131,694	)		(1,391	)		—			(133,085	)
Net revenues		—			1,443,909			29,595			—			1,473,504			—			1,451,203			29,595			—			1,480,798

Operating expenses:
Gaming and pari-mutuel commissions		—			635,552			16,319			—			651,871			—			546,207			14,882			—			561,089
Non-gaming		—			154,030			1,005			—			155,035			—			250,160			2,419			—			252,579
Marketing and promotions		—			80,267			2,258			—			82,525			—			80,893			2,281			—			83,174
General and administrative		—			235,963			5,132			—			241,095			—			235,905			5,132			—			241,037
Corporate		31,620			(4,318	)		3,437			—			30,739			31,620			(4,318	)		3,437			—			30,739
Impairment charges		—			38,016			—			—			38,016			—			38,016			—			—			38,016
Management fee		(31,620	)		31,620			—			—			—			(31,620	)		31,620			—			—			—
Depreciation and amortization		1,030			104,454			407			—			105,891			1,030			104,454			407			—			105,891
Total operating expenses		1,030			1,275,584			28,558			—			1,305,172			1,030			1,282,937			28,558			—			1,312,525

Loss on sale of asset or disposal of property and equipment		(20	)		(299	)		—			—			(319	)		(20	)		(299	)		—			—			(319	)
Proceeds from terminated sale		—			20,000			—			—			20,000			—			20,000									20,000
Transaction expenses		(70,865	)		(21,912	)		—			—			(92,777	)		(70,865	)		(21,912	)		—			—			(92,777	)
Equity in loss of unconsolidated affiliate		—			(367	)		—			—			(367	)
Operating (loss) income		(71,915	)		165,747			1,037			—			94,869
Loss from unconsolidated affiliate																	—			(367	)		—			—			(367	)
Operating income (loss)																	(71,915	)		165,688			1,037			—			94,810

Interest expense, net		(73,448	)		(25,221	)		(1,100	)		—			(99,769	)		(73,448	)		(25,221	)		(1,100	)		—			(99,769	)
Loss on early retirement of debt, net		(38,430	)		—			—			—			(38,430	)		(38,430	)		—			—			—			(38,430	)
Subsidiary income (loss)		205,811			—			—			(205,811	)		—			205,251			—			—			(205,251	)		—
(Loss) income before income taxes		22,018			140,526			(63	)		(205,811	)		(43,330	)
Net income (loss) before income taxes																	21,458			140,467			(63	)		(205,251	)		(43,389	)
Income tax benefit (provision)		51,922			70,288			(4,940	)		—			117,270			51,922			69,787			(4,940	)		—			116,769
Net income (loss)	$	73,940		$	210,814		$	(5,003	)	$	(205,811	)	$	73,940		$	73,380		$	210,254		$	(5,003	)	$	(205,251	)	$	73,380

The consolidating condensed ~~statements~~statement of ~~income~~cash flows for the year ended December 31, ~~2016~~2019 is as follows:

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Revenues:

Gaming and pari-mutuel
   commissions

$

—

$

701,348

$

265

$

—

$

701,613

Non-gaming

—

281,493

90

—

281,583

Gross revenues

—

982,841

355

—

983,196

Less promotional allowances

—

(90,300
)

—

—

(90,300
)
Net revenues

—

892,541

355

—

892,896

Operating expenses:

Gaming and pari-mutuel
   commissions

—

400,112

—

—

400,112

Non-gaming

—

139,545

—

—

139,545

Marketing and promotions

—

40,596

4

—

40,600

General and administrative

—

130,172

—

—

130,172

Corporate

19,560

320

—

—

19,880

Management fee

(19,841
)

19,841

—

—

—

Depreciation and amortization

454

62,995

—

—

63,449

Total operating expenses

173

793,581

4

—

793,758

Loss on sale of asset or disposal of
   property and equipment

—

(836
)

—

—

(836
)
Transaction expenses

(9,184
)

—

—

—

(9,184
)
Operating (loss) income

(9,357
)

98,124

351

—

89,118

Interest expense, net

(24,562
)

(26,355
)

—

—

(50,917
)
Loss on early retirement of debt, net

(155
)

—

—

—

(155
)
Subsidiary income (loss)

45,647

—

—

(45,647
)

—

Income (loss) before income
   taxes

11,573

71,769

351

(45,647
)

38,046

Income tax benefit (provision)

13,229

(26,350
)

(123
)

—

(13,244
)
Net income (loss)

$

24,802

$

45,419

$

228

$

(45,647
)

$

24,802

	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries		Eldorado Resorts, Inc. Consolidated
	(in thousands)
Net cash (used in) provided by operating activities	$	(64,023	)	$	390,562		$	(14,013	)	$	—	$	312,526
INVESTING ACTIVITIES:
Purchase of property and equipment, net		(5,380	)		(165,386	)		—			—		(170,766	)
Proceeds from sale of investments		—			—			4,944			—		4,944
Proceeds from sale of businesses, property and equipment, net of cash sold		(208,911	)		765,714			(20,670	)		—		536,133
Investments in and advances to unconsolidated affiliate		(771	)		—			—			—		(771	)
Net cash (used in) provided by investing activities		(215,062	)		600,328			(15,726	)		—		369,540
FINANCING ACTIVITIES:
Payments on Term Loan		(458,000	)		—			—			—		(458,000	)
Borrowings under Revolving Credit Facility		33,000			—			—			—		33,000
Payments under Revolving Credit Facility		(278,000	)		—			—			—		(278,000	)
Net proceeds from (payments to) related parties		1,021,818			(1,051,647	)		29,829			—		—
Debt issuance costs		(456	)		—			—			—		(456	)
Taxes paid related to net share settlement of equity awards		(8,247	)		—			—			—		(8,247	)
Payments on other long-term payables		(97	)		(50	)		(329	)		—		(476	)
Dividends (paid) received					7,900			(7,900	)
Net cash provided by (used in) financing activities		310,018			(1,043,797	)		21,600			—		(712,179	)
Increase in cash, cash equivalents and restricted cash		30,933			(52,907	)		(8,139	)		—		(30,113	)
Cash, cash equivalents and restricted cash, beginning of period		12,844			222,672			11,175			—		246,691
Cash, cash equivalents and restricted cash, end of period	$	43,777		$	169,765		$	3,036		$	—	$	216,578

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	43,777		$	159,739			2,801		$	—	$	206,317
Restricted cash		—			3,272			235			—		3,507
Restricted and escrow cash included in other noncurrent assets		—			6,754			—			—		6,754
Total cash, cash equivalents and restricted cash	$	43,777		$	169,765		$	3,036		$	—	$	216,578

The consolidating condensed ~~statements~~statement of ~~income~~cash flows for the year ended December 31, ~~2015~~2018 is as follows:

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Revenues:

Gaming and pari-mutuel
   commissions

$

—

$

622,997

$

261

$

—

$

623,258

Non-gaming

—

161,283

—

—

161,283

Gross revenues

—

784,280

261

—

784,541

Less promotional allowances

—

(64,757
)

—

—

(64,757
)
Net revenues

—

719,523

261

—

719,784

Operating expenses:

Gaming and pari-mutuel
   commissions

—

367,545

—

—

367,545

Non-gaming

—

79,238

—

—

79,238

Marketing and promotions

—

31,220

7

—

31,227

General and administrative

—

96,870

—

—

96,870

Corporate

13,738

2,731

—

—

16,469

Management fee

(13,760
)

13,760

—

—

—

Depreciation and amortization

369

56,552

—

—

56,921

Total operating expenses

347

647,916

7

—

648,270

Loss on sale of asset or disposal of
   property and equipment

—

(6
)

—

—

(6
)
Transaction expenses

(2,368
)

(84
)

—

—

(2,452
)
Equity in loss of unconsolidated
   affiliate

—

3,460

—

—

3,460

Operating (loss) income

(2,715
)

74,977

254

—

72,516

Interest expense, net

(10,613
)

(50,945
)

—

—

(61,558
)
Loss on early retirement of debt, net

(1,855
)

(82
)

—

—

(1,937
)
Gain on valuation of unconsolidated
  affiliate

—

35,582

—

—

35,582

Subsidiary income (loss)

86,082

—

—

(86,082
)

—

Income (loss) before income
   taxes

70,899

59,532

254

(86,082
)

44,603

Income tax benefit

43,284

26,371

(75
)

—

69,580

Income (loss) from continuing
  operations

114,183

85,903

179

(86,082
)

114,183

Net income (loss)

$

114,183

$

85,903

$

179

$

(86,082
)

$

114,183

	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries		Eldorado Resorts, Inc. Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(65,836	)	$	387,576		$	1,540		$	—	$	323,280
INVESTING ACTIVITIES:
Purchase of property and equipment, net		(8,467	)		(136,102	)		(2,846	)		—		(147,415	)
Purchase of restricted investments		—			—			(8,008	)		—		(8,008	)
Proceeds from sale of property and equipment		—			1,002			—			—		1,002
Cash (used in) provided by business combinations		(1,010,175	)		(103,052	)		—			—		(1,113,227	)
Investments in and advances to unconsolidated affiliate		—			(581	)		—			—		(581	)
Net cash used in investing activities		(1,018,642	)		(238,733	)		(10,854	)		—		(1,268,229	)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		600,000			246,000			—			—		846,000
Borrowings under Revolving Credit Facility		315,358			—			—			—		315,358
Payments under Revolving Credit Facility		(70,358	)		—			—			—		(70,358	)
Net proceeds from (payments to) related parties		285,026			(290,312	)		5,286			—		—
Debt issuance costs		(25,758	)		—			—			—		(25,758	)
Taxes paid related to net share settlement of equity awards		(11,708	)		—			—			—		(11,708	)
Proceeds from exercise of stock options		154			—			—			—		154
Purchase of treasury stock		(9,131	)		—			—			—		(9,131	)
Payments on other long-term payables		(92	)		(278	)		(296	)		—		(666	)
Net cash provided by (used in) financing activities		1,083,491			(44,590	)		4,990			—		1,043,891
Increase in cash, cash equivalents and restricted cash		(987	)		104,253			(4,324	)		—		98,942
Cash, cash equivalents and restricted cash, beginning of period		13,831			118,419			15,499			—		147,749
Cash, cash equivalents and restricted cash, end of period	$	12,844		$	222,672		$	11,175		$	—	$	246,691

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	12,127		$	208,697			9,928		$	—	$	230,752
Restricted cash		717			7,920			247			—		8,884
Restricted and escrow cash included in other noncurrent assets		—			6,055			1,000			—		7,055
Total cash, cash equivalents and restricted cash	$	12,844		$	222,672		$	11,175		$	—	$	246,691

The consolidating condensed statement of cash flows for the year ended December 31, 2017 is as follows:

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Net cash (used in) provided by
   operating activities

$

(44,767
)

$

170,553

$

4,455

$

—

$

130,241

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(11,073
)

(70,810
)

(1,639
)

—

(83,522
)
Reimbursement of capital expenditures
  from West Virginia regulatory authorities

—

361

—

—

361

Restricted cash

—

19,535

(21
)

—

19,514

Proceeds from sale of property and equipment

—

135

—

—

135

Net cash (used in) provided by business
   combinations

(1,385,978
)

37,103

5,216

—

(1,343,659
)
Investment in and loans to unconsolidated
   affiliate

—

(604
)

—

—

(604
)
Net cash (used in) provided by investing
  activities

(1,397,051
)

(14,280
)

3,556

—

(1,407,775
)
FINANCING ACTIVITIES:

Proceeds from issuance of New Term Loan

1,450,000

—

—

—

1,450,000

Proceeds from issuance of 6% Senior Notes

875,000

—

—

—

875,000

Proceeds from issuance of New Revolving
   Credit Facility

166,953

—

—

—

166,953

Payments on Term Loan

(1,062
)

—

—

—

(1,062
)
Payments on New Term Loan

(493,250
)

—

—

—

(493,250
)
Payments under New Revolving Credit
  Facility

(166,953
)

—

—

—

(166,953
)
Borrowings under Prior Revolving Credit
   Facility

41,000

—

—

—

41,000

Payments under Prior Revolving Credit
   Facility

(29,000
)

—

—

—

(29,000
)
Retirement of Term Loan

(417,563
)

—

—

—

(417,563
)
Retirement of Prior Revolving Credit Facility

(41,000
)

—

—

—

(41,000
)
Debt premium proceeds

27,500

—

—

—

27,500

Net proceeds from (payments to) related
  parties

102,618

(100,847
)

(1,771
)

—

—

Payment of other long-term obligation

(43
)

—

—

—

(43
)
Payments on capital leases

—

(318
)

(172
)

—

(490
)
Debt issuance costs

(51,526
)

—

—

—

(51,526
)
Taxes paid related to net share settlement
   of equity awards

(11,365
)

—

—

—

(11,365
)
Proceeds from exercise of stock options

2,900

—

—

—

2,900

Net cash provided by (used in)
   financing activities

1,454,209

(101,165
)

(1,943
)

—

1,351,101

INCREASE IN CASH AND CASH
  EQUIVALENTS

12,391

55,108

6,068

—

73,567

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR

811

59,817

401

—

61,029

CASH AND CASH EQUIVALENTS,
   END OF YEAR

$

13,202

$

114,925

$

6,469

$

—

$

134,596

~~The consolidating condensed statement of cash flows for the year ended December 31, 2016 is as follows:~~

	Eldorado Resorts, Inc. (Parent Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries		Eldorado Resorts, Inc. Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(44,737	)	$	170,553		$	4,070		$	—	$	129,886
INVESTING ACTIVITIES:
Purchase of property and equipment, net		(11,073	)		(70,449	)		(1,639	)		—		(83,161	)
Proceeds from sale of property and equipment		—			135			—			—		135
Net cash (used in) provided by business combinations		(1,355,370	)		37,103			5,216			—		(1,313,051	)
Investments in and advances to unconsolidated affiliate		—			(604	)		—			—		(604	)
Net cash provided by (used in) investing activities		(1,366,443	)		(33,815	)		3,577			—		(1,396,681	)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		2,325,000			—			—			—		2,325,000
Borrowings under Revolving Credit Facility		207,953			—			—			—		207,953
Payments under long-term debt		(911,875	)		—			—			—		(911,875	)
Payments under Revolving Credit Facility		(236,953	)		—			—			—		(236,953	)
Net proceeds from (payments to) related parties		72,011			(79,634	)		7,623			—		—
Debt premium proceeds		27,500			—			—					27,500
Payments on other long-term payables		(43	)		(318	)		(172	)		—		(533	)
Debt issuance costs		(51,526	)		—			—			—		(51,526	)
Taxes paid related to net share settlement of equity awards		(11,365	)		—			—			—		(11,365	)
Proceeds from exercise of stock options		2,900			—			—			—		2,900
Net cash provided by (used in) financing activities		1,423,602			(79,952	)		7,451			—		1,351,101
Increase in cash, cash equivalents and restricted cash		12,422			56,786			15,098			—		84,306
Cash, cash equivalents and restricted cash, beginning of period		1,409			61,633			401			—		63,443
Cash, cash equivalents and restricted cash, end of period	$	13,831		$	118,419		$	15,499		$	—	$	147,749
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	13,202		$	114,925		$	6,469		$	—	$	134,596
Restricted cash		629			2,495			143			—		3,267
Restricted cash included in other noncurrent assets		—			999			8,887			—		9,886
Total cash, cash equivalents and restricted cash	$	13,831		$	118,419		$	15,499		$	—	$	147,749

On June 24, 2019, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of the Company will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of the Company (the “Merger”). Based on the terms and subject to the conditions set forth in the Merger Agreement, the aggregate consideration payable by the Company in respect of outstanding shares of common stock of Caesars will be (a) an amount of cash equal to (i) the sum of (A) $8.40 plus (B) if applicable closing conditions set forth in the Merger Agreement are not satisfied by March 25, 2020, an amount equal to $0.003333 for each day from March 25, 2020 until the closing date of the Merger, multiplied by (ii) a number of shares of Caesars common stock equal to (A) 682,161,838 (which includes 8,271,660 shares

being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which shares are not entitled to vote) plus (B) the number of shares of Caesars common stock (the “Aggregate Caesars Share Amount”) issued after June 24, 2019 and prior to the effective time of the Merger pursuant to the exercise of certain equity awards issued under Caesars stock plans or conversion of Caesars’ outstanding convertible notes and (b) a number of shares of common stock of Eldorado equal to 0.0899 multiplied by the Aggregate Caesars Share Amount (such amount per share of Caesars common stock, the “Merger Consideration”). Based on the number of shares of ERI and Caesars outstanding as of December 31, 2019, following the consummation of the Merger (assuming that all Caesars convertible notes are converted immediately following consummation of the Merger into $8.40 in cash (plus any cash constituting Merger Consideration that may become payable after March 25, 2020) and 0.0899 shares of common stock of Eldorado for each share of Caesars common stock into which such Caesars convertible notes were convertible immediately prior to the Merger), Eldorado and former Caesars stockholders will hold approximately 50.5% and 49.5%, respectively, of the combined company's outstanding shares of common stock.

The ~~consolidating condensed~~Merger Agreement contains customary representations and warranties by each of Caesars and Eldorado, and each party has agreed to customary covenants.

Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, (1) the expiration or termination of any applicable waiting period under the HSR Act, and receipt of required gaming approvals, (2) the absence of any governmental order or law prohibiting the consummation of the Merger, (3) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Caesars common stock, (4) the approval of the issuance of shares of Eldorado common stock in the Merger, (5) the effectiveness of the registration statement for Eldorado common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (6) absence of a material adverse effect on the other party, (7) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (8) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (9) conversion or certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible senior notes due 2024. Caesars’ stockholders adopted the Merger Agreement, and the Company’s stockholders approved the issues of shares of Eldorado common stock in the Merger, at separate special meetings of stockholders on November 15, 2019. In addition, on November 27, 2019, Caesars entered into certain amendments with respect to Caesars’ 5.00% convertible senior notes due 2024.

In connection with the execution of the Merger Agreement, on June 24, 2019, the Company entered into a debt financing commitment letter (the “Initial Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC (the “Initial Commitment Parties”). On July 19, 2019, the Company entered into an amended and restated commitment letter (as amended, the “A&R Commitment Letter”) and related fee letters, which amended and restated the Initial Commitment Letter and related fee letters in their entirety to, among other things, add additional arrangers and lenders, including Bank of America, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank USA, SunTrust Bank, SunTrust Robinson Humphrey, Inc., U.S. Bank National Association, KeyBank National Association, KeyBanc Capital Markets Inc., Fifth Third

Bank, and Citizens Bank, National Association (together with the Initial Commitment Parties, collectively, the “Commitment Parties”). Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide (i) the Company with: (w) a $1,000.0 million senior secured revolving credit facility, (x) a $3,000.0 million senior secured term loan B facility, (y) a $3,250.0 million senior secured 364-day bridge facility and (z) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). The proceeds of the Debt Financing will be used (a) to pay all or a portion of the cash ~~flows~~consideration payable in the Merger, (b) to refinance all of the Company’s existing syndicated bank credit facilities and outstanding senior notes, (c) to refinance certain of Caesars’ and its subsidiaries’ existing debt, (d) to pay transaction fees and expenses related to the Merger and related transactions and (e) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions including the substantially concurrent closing of the Merger.

In connection with the execution of the Merger Agreement, on June 24, 2019, the Company entered into the MTA with VICI, pursuant to which, among other things, the Company has agreed, subject to the consummation of the Merger and the other applicable conditions set forth therein and in any related documents, (i) through one or more of its subsidiaries (after giving effect to the Merger) to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, under certain circumstances, if necessary, certain replacement properties specified in the MTA), (ii) through one or more of its subsidiaries (after giving effect to the Merger) to amend the CPLV Lease, the Non-CPLV Lease and the Joliet Lease (each as defined in the MTA) in accordance with the terms of the MTA and receive certain consideration from VICI or its affiliates in respect thereof, (iii) to provide a guaranty in respect of each of the CPLV Lease, the Non-CPLV Lease and the Joliet Lease in accordance with the terms of the MTA, (iv) to enter into (or cause its applicable subsidiaries (after giving effect to the Merger) to enter into) certain right of first refusal agreements and a put-call right agreement in accordance with the terms of the MTA and (v) to undertake certain related transactions in connection with or related to the foregoing. The Company expects to apply the proceeds of the VICI transactions to pay a portion of the cash consideration payable in the Merger and transaction expenses associated with the Merger and related transactions.

The Company expects that the Merger and related transactions will be consummated in the first half of 2020.

On January 13, 2020, we entered into a definitive agreement to sell Eldorado Resort Casino Shreveport for cash consideration of approximately $230 million, subject to a working capital adjustment.

EldoradoShreveport met the requirements for presentation as assets held for sale under generally accepted accounting principles as of January 13, 2020 and is not presented as assets held for sale as of the year ended December 31, ~~2015 is~~2019. Additionally, it did not meet the requirements for presentation as ~~follows:~~discontinued operations and will be included in income from continuing operations.

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Net cash (used in) provided by
   operating activities

$

(2,951
)

$

59,494

$

172

$

—

$

56,715

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(2,922
)

(33,840
)

—

—

(36,762
)
Reimbursement of capital expenditures
   from West Virginia regulatory authorities

—

1,266

—

—

1,266

Investment in unconsolidated affiliate

—

(1,010
)

—

—

(1,010
)
Proceeds from sale of property and
   equipment

—

153

—

—

153

Decrease in restricted cash due to credit
   support deposit

—

2,500

—

—

2,500

(Increase) Decrease in other assets, net

(89
)

204

—

—

115

Net cash used in business
   combinations

(18,394
)

(106,622
)

—

—

(125,016
)
Net cash used in by
   investing activities

(21,405
)

(137,349
)

—

—

(158,754
)
FINANCING ACTIVITIES:

Proceeds from long-term debt borrowings

800,000

—

—

—

800,000

Borrowings under Prior Revolving Credit
   Facility

131,000

—

—

—

131,000

Payments under Prior Revolving Credit
   Facility

(37,500
)

—

—

—

(37,500
)
Principal payments under 7% Senior Notes

(2,125
)

—

—

—

(2,125
)
Retirement of long-term debt

(728,664
)

—

—

—

(728,664
)
Principal payments on capital leases

—

(88
)

—

—

(88
)
Debt issuance costs

(25,820
)

—

—

—

(25,820
)
Call premium on early retirement of debt

(44,090
)

—

—

—

(44,090
)
Net (payments to) proceeds from
   related parties

(67,788
)

68,511

(723
)

—

—

Net cash provided by (used in)
   financing activities

25,013

68,423

(723
)

—

92,713

INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS

657

(9,432
)

(551
)

—

(9,326
)
CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR

—

86,885

719

—

87,604

CASH AND CASH EQUIVALENTS,
   END OF YEAR

$

657

$

77,453

$

168

$

—

$

78,278

The following table sets forth certain consolidated quarterly financial information for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~2017. The quarterly information only includes the operations of Elgin from the Elgin Acquisition date through December 31, 2019, operations of Tropicana from the Tropicana Acquisition date through December 31, 2019 and operations of Isle from the Isle Acquisition Date through December 31, ~~2017 and the operations of Silver Legacy and Circus Reno from the Reno Acquisition Date through December 31, 2017.~~2019.

	Title of each class		Trading symbol		Name of each exchange on which registered
	Common Stock, $.00001, par value		ERI		NASDAQ Stock Market

Large accelerated filer	☒		Accelerated filer	☐
Non‑accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐

Part I

Item 1.	Business	12

Item 1A.	Risk Factors	1014

Item 1B.	Unresolved Staff Comments	2136

Item 2.	Properties	2136

Item 3.	Legal Proceedings	2238

Item 4.	Mine Safety Disclosures	2238

Part II

Item 5.	Market for Registrants’ Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	2339

Item 6.	Selected Financial Data	2440

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2643

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5073

Item 8.	Financial Statements and Supplementary Data	5173

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5174

Item 9A.	Controls and Procedures	5174

Item 9B.	Other Information	5575

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	5676

Item 11.	Executive Compensation	5676

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5676

Item 13.	Certain Relationships and Related Transactions, and Director Independence	5676

Item 14.	Principal Accounting Fees and Services	5676

Part IV

Item 15.	Financial Statement Schedules	5777

EXHIBITS		5878

SIGNATURES		6385

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ELDORADO RESORTS, INC.		6486

	Stock Price
	High		Low
Year ended December 31, 2017:
First quarter	$	19.70	$	15.10
Second quarter		21.60		17.80
Third quarter		25.65		19.10
Fourth quarter		33.95		24.05
Year ended December 31, 2016:
First quarter	$	11.60	$	9.17
Second quarter		15.27		11.16
Third quarter		15.32		13.59
Fourth quarter		16.95		10.80

								Number of securities
								remaining available for
								future issuance under
	Number of securities to			Weighted average				equity compensation
	be issued upon exercise			exercise price of				plans (excluding
	of outstanding options,			outstanding options,				securities reflected
Plan Category	warrants and rights			warrants and rights				in column (a))			Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)				(b)			(c)			(a)				(b)			(c)
MTR Gaming Group, Inc. 2010 Long Term Incentive Plan			30,600		$		3.98			—			30,600		$		3.98			—

Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long Term Stock Incentive Plan			316,231		$		12.43			—			112,082		$		12.22			—

Eldorado Resorts, Inc. 2015 Equity Incentive Plan			1,504,520		$		11.91			1,508,162			1,423,149		$		37.05		��	3,997,287

	At December 31,										At December 31,
	2017		2016		2015		2014		2013		2019 (2)		2018 (2)		2017 (2)		2016 (2)		2015 (2)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	134,596	$	61,029	$	78,278	$	87,604	$	29,813	$	206,317	$	230,752	$	134,596	$	61,029	$	78,278
Total assets		3,546,472		1,294,044		1,325,008		1,171,559		270,182		5,640,553		5,911,462		3,546,472		1,294,044		1,325,008
Total debt ~~(3)~~(1)		2,190,193		800,426		866,237		775,059		170,760		2,570,716		3,261,735		2,190,193		800,426		866,237
Stockholders’ equity		945,126		298,451		270,667		151,622		75,575		1,117,257		1,029,153		941,597		295,969		268,460

Segment	Property	Date Acquired	State
West	Eldorado Resort Casino Reno ("Eldorado Reno")	(a)	Nevada
	Silver Legacy Resort Casino ("Silver Legacy")	(a)	Nevada
	Circus Circus Reno ("Circus Reno")	(a)	Nevada
	MontBleu Casino Resort & Spa ("MontBleu")	October 1, 2018	Nevada
	Tropicana Laughlin Hotel & Casino ("Laughlin")	October 1, 2018	Nevada
	Isle Casino Hotel - Blackhawk ("Isle Black Hawk")	May 1, 2017	Colorado
	Lady Luck Casino - Black Hawk ("Lady Luck Black Hawk")	May 1, 2017	Colorado

Midwest (b)	Isle Casino Waterloo ("Waterloo")	May 1, 2017	Iowa
	Isle Casino Bettendorf ("Bettendorf")	May 1, 2017	Iowa
	Isle of Capri Casino Boonville ("Boonville")	May 1, 2017	Missouri
	Isle of Capri Casino Kansas City ("Kansas City")	May 1, 2017 (c)	Missouri

South	Isle Casino Racing Pompano Park ("Pompano")	May 1, 2017	Florida
	Eldorado Resort Casino Shreveport ("Eldorado Shreveport")	(a) (c)	Louisiana
	Isle of Capri Casino Hotel Lake Charles ("Lake Charles")	May 1, 2017	Louisiana
	Belle of Baton Rouge Casino & Hotel ("Baton Rouge")	October 1, 2018	Louisiana
	Isle of Capri Casino Lula ("Lula")	May 1, 2017	Mississippi
	Lady Luck Casino Vicksburg ("Vicksburg")	May 1, 2017 (c)	Mississippi
	Trop Casino Greenville ("Greenville")	October 1, 2018	Mississippi

East (b)	Eldorado Gaming Scioto Downs ("Scioto Downs")	(a)	Ohio
	Tropicana Casino and Resort, Atlantic City ("Trop AC")	October 1, 2018	New Jersey

Central	Grand Victoria Casino ("Elgin")	August 7, 2018	Illinois
	Lumière Place Casino ("Lumière")	October 1, 2018	Missouri
	Tropicana Evansville ("Evansville")	October 1, 2018	Indiana

~~Segment~~	~~Property~~	~~State~~
~~Nevada~~	~~Eldorado Reno~~	~~Nevada~~
	~~Silver Legacy~~	~~Nevada~~
	~~Circus Reno~~	~~Nevada~~

~~Louisiana~~	~~Eldorado Shreveport~~	~~Louisiana~~

~~Eastern~~	~~Presque Isle Downs~~	~~Pennsylvania~~
	~~Scioto Downs~~	~~Ohio~~
	~~Mountaineer~~	~~West Virginia~~

	Net Revenues for the Year Ended December 31,						Operating Income (Loss) for the Year Ended December 31,									Net Revenues Year Ended December 31,						Operating Income (Loss) Year Ended December 31,
	2017		2016		2015		2017			2016			2015			2019		2018		2017		2019			2018			2017
West	$	405,202	$	321,922	$	127,802	$	66,329		$	41,620		$	13,989		$	524,721	$	483,532	$	410,319	$	84,992		$	84,548		$	66,108
Midwest		268,385		—		—		62,051			—			—			378,577		397,008		268,879		114,180			105,809			62,071
South		336,709		131,496		136,342		3,671			23,378			21,423			463,133		461,181		338,259		74,622			64,851			3,680
East		462,702		439,478		455,640		67,968			53,610			56,491			674,758		571,272		462,835		133,317			97,963			68,101
Corporate		506		—		—		(105,150	)		(29,490	)		(19,387	)
Central																	479,761		142,485		—		105,772			24,240			—
Corporate (1)																	7,299		529		506		(102,910	)		(67,308	)		(105,150	)
Total	$	1,473,504	$	892,896	$	719,784	$	94,869		$	89,118		$	72,516		$	2,528,249	$	2,056,007	$	1,480,798	$	409,973		$	310,103		$	94,810

Total Pre-Acquisition (6)	$	78,229		$	64,267	$	—		$	4,259	$	31,935	$	178,690

Including Pre-Acquisition/Excluding Divestitures:
West	$	98,183		$	49,402	$	(32	)	$	—	$	1,550	$	149,103
Midwest		83,760			24,678		62			—		187		108,687
South		65,206			43,433		59			—		10,285		118,983
East		119,986			41,258		1			—		321		161,566
Central		94,345			36,522		—			—		2,323		133,190
Corporate and Other		(119,435	)		6,899		12,937			25,101		27,399		(47,099	)
Total Including Pre-Acquisition/Excluding Divestitures (7)	$	342,045		$	202,192	$	13,027		$	25,101	$	42,065	$	624,430

Year	Percentage
2018		105.250	%
2019		103.500	%
2020		101.750	%
2021 and thereafter		100.000	%

(a)(i) Financial Statements
Included in Part II of this Annual Report on Form 10‑K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, ~~2017~~2019 and ~~2016~~2018
Consolidated Statements of Income for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017
Notes to Consolidated Financial Statements
(a)(ii) Financial Statement Schedule
Years Ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017
Valuation and Qualifying Accounts
(a)(iii) Exhibits

EXHIBIT NO.		ITEM TITLE

~~2.1~~2.1⁺	Agreement and Plan of Merger, dated as of June 24, 2019, by and among ~~Isle of Capri Casinos, Inc.,~~Caesars Entertainment Corporation, Eldorado Resorts, Inc.~~, Eagle I Acquisition Corp.~~ and ~~Eagle II Acquisition Company LLC, dated as of September 19, 2016~~Colt Merger Sub, Inc. (incorporated by reference to our Current Report on Form 8-K filed on ~~September 22, 2016)~~June 25, 2019).

2.2⁺	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 16, 2019).

2.3⁺	Equity Purchase Agreement, dated as of June 17, 2019, by and among Isle of Capri Casinos LLC, MTR Gaming Group, Inc., Century Casinos, Inc., VICI Properties L.P. and, solely for purposes of Section 9.17, Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2019).

3.1	Amended and Restated Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on September 19, 2014).

3.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

3.3	Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8‑K filed on September 19, 2014).

4.1	Specimen Stock Certificate of the Company (incorporated by reference to our Form S‑4/A filed on April 21, 2014).

4.2	Indenture dated as of June 23, 2015, by and among Eldorado Resorts, Inc., the guarantors party thereto, U.S. Bank National Association, as Trustee, and Capital One, N.A., as Collateral Trustee, and Form of Note (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2015).

4.3	First Supplemental Indenture, dated as of December 15, 2015, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Registration Statement on Form S-4 filed on January 14, 2016).

4.4	Second Supplemental Indenture, dated as of May 26, 2016, by and among Eldorado Resorts, Inc., the guarantors party thereto, and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Registration Statement on Form S-4 filed on June 16, 2017).

4.5	Third Supplemental Indenture, dated as of March 16, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on March 22, 2017).

4.6	Fourth Supplemental Indenture, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2017).

4.7	Fifth Supplemental Indenture, dated as of June 18, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

4.8	Sixth Supplemental Indenture, dated as of August 7, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

4.9	Seventh Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee under the 2023 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

4.10	Indenture, dated as of March 29, 2017, by and between Isle of Capri Casinos LLC formerly known as Eagle II Acquisition Company LLC and U.S. Bank National Association (incorporated by reference to our Current Report on Form 8-K filed on March 29, 2017).

~~4.8~~ 4.11		Supplemental Indenture, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2017).

4.12		Second Supplemental Indenture, dated as of June 18, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2025 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

4.13		Third Supplemental Indenture, dated as of August 7, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2025 Notes Indenture (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

4.14		Fourth Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee under the 2025 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

4.15		Indenture dated as of September 20, 2018 by and among Delta Merger Sub, Inc. and U.S. Bank National Association, as Trustee under the 2026 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on September 20, 2018).

4.16		Supplemental Indenture dated as of October 1, 2018 by and among Eldorado Resorts, Inc. the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2026 Notes Indenture (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

4.17		Description of Capital Stock (filed herewith).

10.1		~~Agreement~~Commitment Letter, dated ~~November 1, 2008 between Mountaineer Park,~~as of June 24, 2019, from JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc. ~~and Racetrack Employees Union Local No. 101~~ (incorporated by reference to ~~the Annual~~our Current Report ~~of MTR Gaming Group, Inc.~~ on Form ~~10‑K~~8-K filed on ~~March 16, 2009)~~June 25, 2019).

10.2		Voting Agreement, dated ~~December 29, 2009~~as of June 24, 2019, by and ~~between Mountaineer Park,~~among Eldorado Resorts, Inc. and ~~Mountaineer Park Horsemen’s Benevolent and Protective Association, Inc.~~the Stockholders of Caesars Entertainment Corporation named therein (incorporated by reference to ~~the Annual~~our Current Report ~~of MTR Gaming Group, Inc.~~ on Form ~~10‑K~~8-K filed on ~~March 16, 2010)~~June 25, 2019).

10.3		Master Transaction Agreement, dated ~~February 22, 2007~~as of June 24, 2019, by and ~~between Presque Isle Downs,~~among VICI Properties L.P. and Eldorado Resorts, Inc. ~~and the Pennsylvania Horsemen’s Benevolent and Protective Association Inc.~~ (incorporated by reference to ~~the Annual~~our Current Report ~~of MTR Gaming Group, Inc.~~ on Form ~~10‑K~~8-K filed on ~~April 2, 2007)~~June 25, 2019).

10.4*		Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed on April 3, 2015 (File No. 333-203227)).

10.5*		Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to our Current Report on Form S-8 POS filed on June 26, 2019 (File No. 333-232336)).

10.6*		Executive Employment Agreement, dated as of February 1, 2019, by and between Eldorado Resorts, Inc. and Bret Yunker (incorporated by reference to our Current Report Form 8-K filed on February 5, 2019.

10.7*		Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Gary Carano (incorporated by reference to our Current Report on Form 8-K filed on January 22, 2018).

10.510.8		Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Gary Carano and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

10.9*		Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Thomas Reeg (incorporated by reference to our Current Report on Form 8-K filed on January 22, 2018).

10.610.10		Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

~~EXHIBIT~~ ~~NO.~~		~~ITEM TITLE~~
10.12*		Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Anthony Carano and Eldorado Resorts, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

10.710.13		Amended and Restated Executive Employment Agreement, dated as of January 17, 2018, by and between Eldorado Resorts, Inc. and Edmund L. Quatmann, Jr. ~~(filed herewith)~~(incorporated by reference to the Annual Report on Form 10-K filed on February 27, 2018).

10.8*10.14⁺		Real Estate Purchase Agreement, dated as of June 17, 2019, by and among Isle of Capri Casinos LLC, MTR Gaming Group, Inc. and VICI Properties L.P. (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2019).

10.15⁺		Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s New Orleans; New Orleans, Louisiana) (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2019).

10.16⁺		Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Resort Atlantic City and Harrah’s Atlantic City Waterfront Conference Center; Atlantic City, New Jersey) (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2019).

10.17⁺		Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Laughlin Hotel and Casino; Laughlin, Nevada) (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2019).

10.18⁺		First Amendment to Purchase and Sale Agreement dated as of February 20, 2020 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Laughlin Hotel and Casino; Laughlin, Nevada) (filed herewith).

10.19*		2010 Long‑Term Incentive Plan (incorporated by reference to the Quarterly Report of MTR Gaming Group, Inc. on Form 10‑Q filed on August 9, 2010).

10.9*		Form of Restricted Stock Unit Award Agreement for Non‑Employee Directors (2010 Long‑Term Incentive Plan) (incorporated by reference to the Quarterly Report of MTR Gaming Group, Inc. on Form 10‑Q filed on August 9, 2010).

10.1010.20		Form of Nonqualified Stock Option Award Agreement (2010 Long‑Term Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group, Inc. on Form 8‑K filed on February 3, 2011).

10.1110.21		~~Form of Restricted Stock Unit Award Agreement (2010 Long‑Term Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group, Inc. on Form 8‑K filed on February 3, 2011).~~

10.12*		Form of Cash‑Based Performance Award Agreement (2010 Long‑Term Incentive Plan) (incorporated by reference to the Current Report of MTR Gaming Group, Inc. on Form 8‑K filed on February 3, 2011).

10.13*		Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Eldorado Resorts, Inc. on April 3, 2015 (File No. 333-203227)).

10.14*		Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan ~~(incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed by Eldorado Resorts, Inc. on July 14, 2015 (File No. 333-205654))~~(filed herewith).

10.1510.22		Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (filed herewith).

10.23*		Form of Director Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.29 to the Registration Statement on Form S-1 filed by Eldorado Resorts, Inc. on July 14, 2015 (File No. 333-205654)).

10.1610.24		Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (incorporated ~~herein~~ by reference to ~~Exhibit 10.30 to the Registration Statement~~our Annual Report on Form ~~S-1~~10‑K filed ~~by Eldorado Resorts, Inc.~~ on ~~July 14, 2015 (File No. 333-205654))~~March 1, 2019).

~~10.17~~10.25		Ground Lease dated as of May 19, 1999 between City of Shreveport, as landlord, and Eldorado Casino Shreveport Joint Venture (formerly known as QNOV) as tenant (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.18~~10.26		First Amendment to Lease Agreement made and entered into as of August 13, 2012, by and between City of Shreveport, as landlord, and Eldorado Casino Shreveport Joint Venture (formerly known as QNOV) as tenant (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.19~~10.27		Lease between C, S & Y Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July 21, 1972 (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.20~~10.28		Addendum, dated as of March 20, 1973, to lease between C. S & Y Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July 21, 1972 (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.21~~ 10.29		Amendment, dated as of January 1, 1978, to lease between C. S. & Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July 21, 1972 (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.22~~10.30		Amendment, dated as of January 31, 1985, to lease between C. S. & Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July 21, 1972 (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.23~~10.31		Amendment, dated as of December 24, 1987, to lease between C. S. & Y. Associates, as lessor, and Eldorado Hotel Associates, as lessee, dated as of July 21, 1972 (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~EXHIBIT~~ ~~NO.~~		~~ITEM TITLE~~

~~10.24~~10.32		Reimbursement and Indemnification Agreement and Lease Amendment, entered into as of March 24, 1994, by and between Eldorado Hotel Associates Limited Partnership, and CS&Y Associates (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.25~~10.33		Fourth Amendment, dated as of June 1, 2011, by and between Eldorado Resorts LLC and CS&Y Associates, to Reimbursement and Indemnification Agreement and Lease Amendment, entered into as of March 24, 1994, by and between Eldorado Hotel Associates Limited Partnership, and CS&Y Associates (incorporated by reference to our Annual Report on Form 10‑K filed on March 16, 2015).

~~10.26~~10.34		Credit Agreement, dated as of April 17, 2017, by and among Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2017).

~~10.27~~10.35		Borrower Joinder and Assumption Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Isle of Capri Casinos LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2017).

~~10.28~~10.36		Guaranty Agreement, dated as of May 1, 2017, by and among the guarantors party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2017).

~~10.29~~10.37		Amendment Agreement, dated as of August 15, 2017, by and between the Eldorado Resorts, Inc. and JPMorgan Chase, N.A. as Administrative Agent in connection with the Credit Agreement, dated as of April 17, 2017 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 7, 2017).

~~10.30~~10.38		Amendment Agreement No. 2, dated June 6, 2018, by and between Eldorado Resorts, Inc. and JPMorgan Chase N.A., as administrative agent in connection with the Credit Agreement dated as of April 17, 2017 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 7, 2018).

10.39		Amendment Agreement No. 3, dated October 1, 2018, by and between Eldorado Resorts, Inc. and JPMorgan Chase N.A., as administrative agent in connection with the Credit Agreement dated as of April 17, 2017 (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

10.40		Loan Agreement, dated as of October 1, 2018, by and among Eldorado Resorts and GLP Capital, L.P. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

10.41		Master Lease, dated as of October 1, 2018, by and among Eldorado Resorts, Inc. and GLP Capital L.P. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2018).

10.42		Registration Rights Agreement, dated as of May 1, 2017, by and among Eldorado Resorts, Inc., Recreational Enterprises, Inc., GFIL Holdings, LLC and certain of its affiliates (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2017).

10.3110.43		Isle of Capri Casinos, Inc. Second Amended and Restated 2009 Long-Term Stock Incentive Plan (incorporated by reference to Isle of Capri Casinos, Inc.’s Current Report on Form 8-K filed on October 9, 2015).

10.32*		~~Isle of Capri Casino, Inc. Form Stock Option Award Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).~~

10.33*		~~Isle of Capri Casino, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 25, 2009).~~

10.34*		~~Isle of Capri Casino, Inc. Form of Performance Based Restricted Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 14, 2012).~~

10.3510.44		Isle of Capri Casino, Inc. Form of Non-Qualified Stock Option Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 17, 2015).

10.3610.45		Isle of Capri Casino, Inc. Form of Performance Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 17, 2015).

10.37* 10.46*		Isle of Capri Casino, Inc. Form of Restricted Stock Unit Agreement (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 17, 2015).

~~10.38~~10.47		Amended and Restated Lease, dated as of April 19, 1999, among Port Resources, Inc. and CRU, Inc., as landlords and St. Charles Gaming Company, Inc., as tenant (St. Charles) (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 2, 1999).

~~10.39~~10.48		Lease of property in Coahoma, Mississippi, dated as of November 16, 1993, by and among Roger Allen Johnson, Jr., Charles Bryant Johnson and Magnolia Lady, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Form S-4/A filed on June 19, 2002).

~~10.40~~10.49		Addendum to Lease, dated as of June 22, 1994, by and among Roger Allen Johnson, Jr., Charles Bryant Johnson and Magnolia Lady, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 28, 2000).

~~EXHIBIT~~ ~~NO.~~		~~ITEM TITLE~~

~~10.41~~10.50		Second addendum to Lease, dated as of October 17, 1995, by and among Roger Allen Johnson, Jr., Charles Bryant Johnson and Magnolia Lady, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 28, 2000).

~~10.42~~10.51		Master Lease, dated as of July 18, 1997, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.43~~10.52		Amendment to Master Lease, dated as of April 19, 1999, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.44~~10.53		Second Amendment to Master Lease, dated as of September 17, 2001, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.45~~10.54		Third Amendment to Master Lease, dated as of November 19, 2001, by and between The City of Boonville, Missouri and IOC-Boonville, Inc. formerly known as Gold River's Boonville Resort, Inc. and Davis Gaming Boonville, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.46~~10.55		Amended and Restated Lease Agreement, dated as of August 21, 1995, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 25, 2009).

~~10.47~~10.56		First Amendment to Amended and Restated Lease Agreement, dated as of October 31, 1995, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 25, 2009).

~~10.48~~10.57		Second Amendment to Amended and Restated Lease Agreement, dated as of June 10, 1996, by and between the Port Authority of Kansas City, Missouri and Tenant (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 25, 2009).

~~10.49~~10.58		Assignment and Assumption Agreement (Lease Agreement), dated as of June 6, 2000, by and among Flamingo Hilton Riverboat Casino, LP, Isle of Capri Casinos, Inc. and IOC-Kansas City, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.50~~10.59		Lease and Agreement-Spring 1995, dated as of August 15, 1995, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.51~~10.60		Addendum to the Lease and Agreement-Spring 1995, dated as of April 4, 1996, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.52~~10.61		Second Addendum to the Lease and Agreement-Spring 1995, dated as of March 21, 2003, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.53~~ 10.62		Third Addendum to the Lease and Agreement-Spring 1995, dated as of April 22, 2003, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on July 11, 2008).

~~10.54~~10.63		Fourth Addendum to the Lease and Agreement-Spring 1995, dated as of December 11, 2013, by and between Andrianakos Limited Liability Company and Isle of Capri Black Hawk, L.L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.55~~		Development Agreement, dated as of October 4, 2010, by and between IOC-Cape Girardeau, LLC and the City of Cape Girardeau, Missouri (incorporated by reference to Isle of Capri Casinos, Inc.’s Quarterly Report on Form 10-Q filed on December 3, 2010).

~~EXHIBIT~~ ~~NO.~~		~~ITEM TITLE~~

~~10.56~~10.64		Amended and Restated Operator’s Contract, dated as of November 9, 2004, by and between Black Hawk County Gaming Association and IOC Black Hawk County, Inc. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.57~~10.65		Operator's Contract, dated as of August 11, 1994, by and between the Riverbend Regional Authority, Green Bridge Company, Bettendorf Riverfront Development Company, L.C., Lady Luck Gaming Corporation and Lady Luck Bettendorf, L.C. (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.58~~10.66		Amendment to Operator's Contract, dated as of August 27, 1998, by and among Green Bridge Company, Bettendorf Riverfront Development Company, L.C., Lady Luck Gaming Corporation, Lady Luck Bettendorf, L.C. and Riverbend Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.59~~10.67		Second Amendment to Operator's Contract, dated as of June 30, 2004, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.60~~10.68		Third Amendment to Operator's Contract, dated as of October 30, 2007, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 23, 2014).

~~10.61~~10.69		Fourth Amendment to Operator's Contract, dated as of March 11, 2015, by and between Isle of Capri Bettendorf, L.C. and Scott County Regional Authority (incorporated by reference to Isle of Capri Casinos, Inc.’s Annual Report on Form 10-K filed on June 17, 2015).

~~12.1~~10.70		~~Statement~~Amended and Restated Net Lease Agreement by and between Park Cattle Co. and Desert Palace, Inc. dated January 1, 2000 (incorporated by reference to the Tropicana Entertainment, Inc.’s Current Report on Form 8-K dated March 11, 2010).

10.71		Amendment and Reservation of ~~ratio of earnings~~Rights Regarding MontBleu dated April 2, 2008 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC (incorporated by reference to ~~fixed charges~~Tropicana Entertainment Inc.’s Current Report on Form 8-K dated March 11, 2010).

10.72		MontBleu Lease Amendment No. 2 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC, dated June 12, 2009 (incorporated by reference to Tropicana Entertainment Inc.’s Current Report on Form 8-K dated March 11, 2010).

10.73		MontBleu Lease Amendment No. 3 by and between the Edgewood Companies and Columbia Properties Tahoe, LLC, made effective May 10, 2010 (incorporated by reference to Tropicana Entertainment Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).

10.74		MontBleu Lease Amendment No. 4 by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., and Columbia Properties Tahoe, LLC, made effective October 1, 2014 (incorporated by reference to Tropicana Entertainment Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

10.75		MontBleu Lease Amendment No. 5 by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., and Columbia Properties Tahoe, LLC, made effective January 1, 2020 (filed herewith).

21.1		Subsidiaries of the Registrant (filed herewith).

23.1		Consent of Ernst & Young LLP (filed herewith).

31.1		Certification of ~~Gary L. Carano~~Thomas R. Reeg pursuant to ~~Section 906 of the Sarbanes‑Oxley Act of 2002~~Rule 13a‑14a and Rule 15d‑14(a) (filed herewith).

31.2		Certification of ~~Thomas R. Reeg~~Bret Yunker pursuant to ~~Section 906 of the Sarbanes‑Oxley Act of 2002~~Rule 13a‑14a and Rule 15d‑14(a) (filed herewith).

32.1		Certification of ~~Gary L. Carano~~Thomas R. Reeg in accordance with 18 U.S.C. Section 1350 (filed herewith).

32.2		Certification of ~~Thomas R. Reeg~~Bret Yunker in accordance with 18 U.S.C. Section 1350 (filed herewith).

99.1		Description of Governmental Regulations and Licensing (filed herewith).

~~99.2~~		Audited consolidated financial statements of Circus and Eldorado Joint Venture, LLC, as of and for the years ended December��31, 2014 and 2013 (incorporated by reference to our Annual Report on Form 10‑K filed on March 15, 2016).

~~99.3~~		Unaudited consolidated financial statements of Circus and Eldorado Joint Venture, LLC, as of November 23, 2015 and for the period January 1, 2015 through November 23, 2015 (incorporated by reference to our Annual Report on Form 10‑K filed on March 15, 2016).

101.1		Inline XBRL Instance Document

101.2		Inline XBRL Taxonomy Extension Schema Document

101.3		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.4		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.5		Inline XBRL Taxonomy Extension Label Linkbase Document

101.6		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	ELDORADO RESORTS, INC.

	By:	/s/ ~~Gary L. Carano~~Thomas R. Reeg ~~Gary L. Carano~~Thomas R. Reeg Chief Executive Officer
Dated: February 27, ~~2018~~2020

Signature	Title	Date

/s/ ~~Gary L. Carano~~Thomas R. Reeg ~~Gary L. Carano~~Thomas R. Reeg	~~Chairman of the Board of Directors and~~ Chief Executive Officer (Principal Executive Officer) and Director	February 27, ~~2018~~2020

/s/ ~~Thomas R. Reeg~~Bret yunker ~~Thomas R. Reeg~~Bret Yunker	~~President and~~ Chief Financial Officer (Principal Financial Officer) ~~and Director~~	February 27, ~~2018~~2020

/s/ Stephanie D. Lepori Stephanie D. Lepori	Chief Administrative and Accounting Officer (Principal Accounting Officer)	February 27, ~~2018~~2020

/s/ ~~Bonnie Biumi~~Gary L. Carano ~~Bonnie Biumi~~Gary L. Carano	~~Director~~Executive Chairman of the Board of Directors	February 27, ~~2018~~2020

/s/ ~~Frank J. Fahrenkopf Jr.~~Bonnie biumi ~~Frank J. Fahrenkopf Jr.~~Bonnie Biumi	Director	February 27, ~~2018~~2020

/s/ ~~James B. Hawkins~~Frank J. Fahrenkopf Jr. ~~James B. Hawkins~~Frank J. Fahrenkopf Jr.	Director	February 27, ~~2018~~2020

/s/ ~~Gregory J. Kozicz~~James B. Hawkins ~~Gregory J. Kozicz~~James B. Hawkins	Director	February 27, ~~2018~~2020

/s/ ~~Michael E. Pegram~~Gregory J. Kozicz ~~Michael E. Pegram~~Gregory J. Kozicz	Director	February 27, ~~2018~~2020

/s/ ~~David P. Tomick~~Michael E. Pegram ~~David P. Tomick~~Michael E. Pegram	Director	February 27, ~~2018~~2020

/s/ David P. Tomick David P. Tomick	Director	February 27, 2020

/s/ Roger P. Wagner Roger P. Wagner	Director	February 27, ~~2018~~2020

	Page

Report of Independent Registered Public Accounting Firm	6587

Consolidated Balance Sheets	6689

Consolidated Statements of Income	6790

Consolidated Statements of Comprehensive Income	6891

Consolidated Statement of Stockholders’ Equity	6992

Consolidated Statements of Cash Flows	7093

Notes to Consolidated Financial Statements	7194


Buildings and improvements		10 to 40 years
Land improvements		10 to 20 years
Furniture, fixtures and equipment		3 to 20 years
~~Riverboat~~Riverboats		105 to 25 years

	Outstanding Chip Liability				Player Loyalty Liability					Customer Deposits and Other Deferred Revenue
	2019		2018		2019			2018		2019		2018
Balance at January 1	$	8,930	$	4,743	$	17,639		$	11,752	$	27,588	$	5,487
Balance at December 31		9,770		8,930		13,461			17,639		171,641		27,588
Increase / (decrease)	$	840	$	4,187	$	(4,178	)	$	5,887	$	144,053	$	22,101

Leases	Classification on the Balance Sheet	December 31, 2019
ASSETS
Operating lease ROU assets	Right-of-use assets	$	188,219
Finance lease ROU assets	Property and equipment, net(1)	$	936,547
LIABILITIES
Current:
Operating	Short-term lease obligation	$	19,991
Finance	Current portion of long-term debt	$	68
Noncurrent:
Operating	Long-term lease obligation	$	176,932
Finance	Long-term financing obligation to GLPI and debt	$	970,662

	December 31, 2019
Weighted Average Remaining Lease Term
Operating leases		34.0 years
Finance leases		33.75 years
Weighted Average Discount Rate
Operating leases(1)		7.2%
Finance leases		10.2%

			Year Ended
	Classification on the Income Statement		December 31, 209
Operating lease expense:
Operating lease expense	Operating expenses	$		20,436
Short-term and variable lease expense	Operating expenses			42,159
Finance lease expense:
Interest expense on lease liabilities	Interest expense, net			98,690
Amortization of ROU assets	Depreciation and amortization expense			16,795
Total lease expense		$		178,080

	Year Ended December 31, 2019
	Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	24,372
Operating cash flows for finance leases	$	88,006

	Operating Leases			Finance Leases
Year ending December 31,
2020	$	19,991		$	89,287
2021		18,935			90,471
2022		17,814			91,729
2023		17,635			92,990
2024		15,470			94,315
Thereafter		561,602			3,412,357
Total future minimum lease payments		651,447			3,871,149
Less: amount representing interest		(454,524	)		(3,320,519	)
Present value of future minimum lease payments		196,923			550,630
Less: current lease obligations		(19,991	)		(68	)
Plus: residual values - GLPI		—			420,100
Long-term lease obligations	$	176,932		$	970,662

Purchase consideration calculation (dollars in thousands)
Cash consideration paid	$	640,000
Lumière Loan		246,000
Cash paid to retire Tropicana's long-term debt		35,000
ERI portion of taxes due		6,333
Purchase consideration	$	927,333

Current and other assets	$	178,581
Property and equipment		436,416
Property subject to the financing obligation		957,300
Goodwill		211,232
Intangible assets (i)		247,976
Other noncurrent assets		54,570
Total assets		2,086,075
Current liabilities		(174,847	)
Financing obligation to GLPI		(957,300	)
Noncurrent liabilities		(26,595	)
Total liabilities		(1,158,742	)
Net assets acquired	$	927,333

Purchase consideration calculation (dollars in thousands)
Cash consideration paid	$	327,500
Working capital and other adjustments		1,304
Purchase consideration	$	328,804