Indicate by check mark whether the registrant (1) has filed all 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~~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 whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company or an 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 check mark 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 number of shares of the Registrant’s Common Stock, $0.00001 par value per share, outstanding as of ~~May 03,~~November 6, 2018 was ~~77,241,115.~~77,391,244.

	March 31,			December 31,		September 30,			December 31,
	2018			2017		2018			2017
		(unaudited)					(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$		183,138	$	134,596	$		164,086	$	134,596
Restricted cash			3,659		3,267			1,622		3,267
Marketable securities			17,236		17,631			17,057		17,631
Accounts receivable, net			33,738		45,797			42,002		45,797
Due from affiliates			62		243			187		243
Inventories			15,210		16,870			15,258		16,870
Prepaid income taxes			606		4,805			504		4,805
Prepaid expenses and other			22,626		27,823			29,578		27,823
Assets held for sale			199,034		—			155,914		—
Total current assets			475,309		251,032			426,208		251,032
PROPERTY AND EQUIPMENT, NET			1,396,286		1,502,817
GAMING LICENSES AND OTHER INTANGIBLES, NET			917,110		996,816
GOODWILL			719,255		747,106
NON-OPERATING REAL PROPERTY			14,030		18,069
OTHER ASSETS, NET			30,230		30,632
Escrow cash								604,100		—
Property and equipment, net								1,488,866		1,502,817
Gaming licenses and other intangibles, net								1,121,573		996,816
Goodwill								788,146		747,106
Non-operating real property								17,880		18,069
Other assets, net								30,401		30,632
Total assets	$		3,552,220	$	3,546,472	$		4,477,174	$	3,546,472
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$		553	$	615	$		447	$	615
Accounts payable			28,354		34,778			33,307		34,778
Due to affiliates			10		—			19		—
Accrued property, gaming and other taxes			36,107		43,212			43,339		43,212
Accrued payroll and related			49,944		53,330			58,567		53,330
Accrued interest			33,312		25,607			37,626		25,607
Income taxes payable			6		171			268		171
Accrued other liabilities			63,606		66,037			77,495		66,038
Liabilities related to assets held for sale			5,398		—			10,868		—
Total current liabilities			217,290		223,750			261,936		223,751
LONG-TERM DEBT, LESS CURRENT PORTION			2,190,110		2,189,578
DEFERRED INCOME TAXES			167,595		162,967
OTHER LONG-TERM LIABILITIES			18,594		28,579
Long-term debt, less current portion								2,967,434		2,189,578
Deferred income taxes								194,490		162,967
Other long-term liabilities								17,163		28,579
Total liabilities			2,593,589		2,604,874			3,441,023		2,604,875
COMMITMENTS AND CONTINGENCIES (Note 11)
Commitments and contingencies (Note 11)
STOCKHOLDERS' EQUITY:
Common stock, 100,000,000 shares authorized, 77,241,115 and 76,825,966 issued and outstanding, par value $0.00001 as of March 31, 2018 and December 31, 2017, respectively			1		—
Common stock, 200,000,000 and 100,000,000 shares authorized, 77,391,244 and 76,825,966 issued and outstanding, par value $0.00001 as of September 30, 2018 and December 31, 2017, respectively								1		—
Paid-in capital			742,724		746,547			745,745		746,547
Retained earnings			215,827		194,972			290,326		194,971
Accumulated other comprehensive income			79		79			79		79
Total stockholders’ equity			958,631		941,598			1,036,151		941,597
Total liabilities and stockholders’ equity	$		3,552,220	$	3,546,472	$		4,477,174	$	3,546,472

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

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2018			2017			2018			2017			2018			2017
REVENUES:
Casino	$	339,458		$	141,554		$	362,877		$	347,537		$	1,046,010		$	764,684
Pari-mutuel commissions		4,070			636			5,292			5,111			14,407			9,859
Food and beverage		52,198			32,421			58,153			59,537			164,644			141,667
Hotel		30,741			19,305			44,780			45,962			114,447			99,545
Other		13,725			8,477			16,151			14,731			44,739			35,142
Net revenues		440,192			202,393			487,253			472,878			1,384,247			1,050,897
EXPENSES:
Casino		165,850			79,981			175,333			169,322			506,536			389,010
Pari-mutuel commissions		3,701			1,207			4,729			4,657			13,022			9,894
Food and beverage		44,776			26,018			45,381			51,220			134,927			120,041
Hotel		12,506			9,079			13,977			15,513			40,178			36,862
Other		7,405			6,169			9,315			9,632			25,030			22,702
Marketing and promotions		21,301			10,129			23,122			26,439			66,255			58,099
General and administrative		74,202			31,800			75,599			75,650			223,546			168,339
Corporate		11,569			6,574			9,217			7,718			33,018			21,734
Impairment charges		9,815			—			3,787			—			13,602			—
Depreciation and amortization		31,534			15,604			35,760			29,122			99,204			69,635
Total operating expenses		382,659			186,561			396,220			389,273			1,155,318			896,316
(LOSS) GAIN ON SALE OR DISPOSAL OF PROPERTY AND EQUIPMENT		(706	)		32
TRANSACTION EXPENSES		(2,548	)		(1,614	)
EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATES		(85	)		(222	)
OPERATING INCOME		54,194			14,028
OTHER INCOME (EXPENSE):
(Loss) gain on sale or disposal of property and equipment								(110	)		4			(393	)		(51	)
Proceeds from terminated sale								5,000			—			5,000			—
Transaction expenses								(4,091	)		(2,094	)		(10,043	)		(89,172	)
Equity in loss of unconsolidated affiliates								(63	)		(23	)		(116	)		(305	)
Operating income								91,769			81,492			223,377			65,053
OTHER EXPENSE:
Interest expense, net		(31,251	)		(12,670	)		(34,085	)		(29,183	)		(96,579	)		(69,380	)
Loss on early retirement of debt, net								—			(10,030	)		(162	)		(37,347	)
Total other expense		(31,251	)		(12,670	)		(34,085	)		(39,213	)		(96,741	)		(106,727	)
NET INCOME BEFORE INCOME TAXES		22,943			1,358
PROVISION FOR INCOME TAXES		(2,088	)		(413	)
NET INCOME	$	20,855		$	945
Net Income per share of Common Stock:
Net income (loss) before income taxes								57,684			42,279			126,636			(41,674	)
(Provision) benefit for income taxes								(19,980	)		(12,592	)		(31,281	)		26,116
Net income (loss)							$	37,704		$	29,687		$	95,355		$	(15,558	)
Net income (loss) per share of common stock:
Basic	$	0.27		$	0.02		$	0.49		$	0.39		$	1.23		$	(0.24	)
Diluted	$	0.27		$	0.02		$	0.48		$	0.38		$	1.22		$	(0.24	)
Weighted Average Basic Shares Outstanding		77,353,730			47,120,751
Weighted Average Diluted Shares Outstanding		78,080,049			48,081,281
Weighted average basic shares outstanding								77,522,664			76,902,070			77,445,611			63,821,705
Weighted average diluted shares outstanding								78,283,588			77,959,689			78,208,040			63,821,705

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

	Three Months Ended						Nine Months Ended
	March 31,						September 30,
	2018			2017			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	20,855		$	945
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	95,355		$	(15,558	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		31,534			15,604			99,204			69,635
Amortization of deferred financing costs, discount and debt premium		1,446			877			3,753			5,041
Equity in loss of unconsolidated affiliates		85			222
Loss on early retirement of debt								162			37,347
Stock compensation expense		3,679			1,733			9,645			4,454
Loss (Gain) on sale or disposal of property and equipment		706			(32	)
Provision for bad debt		375			218
Impairment charges		9,815			—			13,602			—
Provision for deferred income taxes		1,450			369
Provision (benefit) for deferred income taxes								28,345			(25,560	)
Other		23			16			1,626			789
Change in operating assets and liabilities:
Sale of trading securities		395			—			573			272
Accounts receivable		9,491			5,647			(441	)		(6,937	)
Inventory		(154	)		(251	)		380			17
Prepaid expenses and other assets		1,801			(1,423	)		649			2,054
Interest payable		7,539			(10,006	)		(6,563	)		(1,441	)
Income taxes payable		4,199			67			4,398			(1,268	)
Accounts payable and accrued liabilities		(15,232	)		(8,803	)		12,760			2,786
Net cash provided by operating activities		78,007			5,183			263,448			71,631
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(21,271	)		(6,206	)		(89,082	)		(52,930	)
Proceeds from sale of property and equipment		150			32			920			—
Cash escrow related to acquisition		—			(376,750	)
Decrease in other assets, net		—			(148	)
Net cash used in business combinations								(306,274	)		(1,313,052	)
Investment in and loans to unconsolidated affiliate								(698	)		—
Net cash used in investing activities		(21,121	)		(383,072	)		(395,134	)		(1,365,982	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of 6% Senior Notes		—			375,000
Proceeds from issuance of Term Loan								—			1,450,000
Proceeds from issuance of 6% Senior Notes due 2025								—			875,000
Proceeds from issuance of 6% Senior Notes due 2026								600,000			—
Borrowings under Revolving Credit Facility								215,358			207,953
Payments under Term Loan		—			(1,063	)		—			(866,750	)
Borrowings under Prior Revolving Credit Facility		—			23,000
Payments under Prior Revolving Credit Facility		—			(29,000	)
Payments on capital leases		(148	)		(94	)
Payments under Revolving Credit Facility								(35,358	)		(236,953	)
Debt premium proceeds								—			27,500
Debt issuance costs		(304	)		(7,016	)		(5,401	)		(51,338	)
Taxes paid related to net share settlement of equity awards		(7,502	)		(179	)		(10,601	)		(10,927	)
Proceeds from exercise of stock options		—			434			154			2,900
Other		(22	)		—
Net cash (used in) provided by financing activities		(7,976	)		361,082
Payments on other long-term payables								(501	)		(370	)
Net cash provided by financing activities								763,651			1,397,015

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		48,910			(16,807	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR		147,749			63,443
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	196,659		$	46,636
Increase in cash, cash equivalents and restricted cash								631,965			102,664
Cash, cash equivalents and restricted cash, beginning of period								147,749			63,444
Cash, cash equivalents and restricted cash, end of period							$	779,714		$	166,108

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	183,138		$	44,574		$	164,086		$	134,903
Restricted cash		3,659			2,062			1,622			21,308
Restricted cash included in other noncurrent assets		9,862			—
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	196,659		$	46,636
Restricted and escrow cash included in other noncurrent assets								614,006			9,897
Total cash, cash equivalents and restricted cash							$	779,714		$	166,108

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	21,814		$	23,546		$	(86,964	)	$	(67,840	)
Local income taxes paid (refunded)		186			(20	)
NON-CASH FINANCING ACTIVITIES
Income taxes refunded (paid)								3,953			(714	)
NON-CASH FINANCING ACTIVITIES:
Net change in payables for capital expenditures		2,366			2,312			(5,914	)		2,286

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

The accompanying unaudited 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 acquired Mountaineer, Presque Isle Downs and Scioto Downs in September 2014 pursuant to a merger ~~(the “MTR Merger”)~~ with MTR Gaming Group, Inc. (“MTR Gaming”) and in November 2015 it acquired Circus Reno and the interests in the Silver Legacy that it did not own prior to such ~~date (the “Reno Acquisition”).~~date.

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., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and Eagle II Acquisition Company LLC, 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.

On August 7, 2018, the Company completed its previously announced acquisition of the outstanding partnership interests of Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino, an Illinois partnership (“Elgin”), the owner of Grand Victoria Casino, located in Elgin, Illinois (the “Elgin Acquisition”).

As of September 30, 2018, ERI ~~owns~~owned and ~~operates~~operated 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 Incorporated.

The Company has entered into definitive agreements to sell Presque Isle Downs and Lady Luck Nemacolin.

The Elgin Acquisition was made pursuant to a purchase agreement dated as of April 15, 2018, by and among the Company, Elgin Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, Elgin Holdings II LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, MGM Elgin Sub, Inc., a Nevada corporation, Illinois RBG, L.L.C., a Delaware limited liability company and 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 and an estimated $1.4 million working capital adjustment subject to finalization within 100 days of the Elgin Acquisition date. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

Transaction expenses attributed to the Elgin Acquisition are reported on the accompanying statement of operations and totaled $2.1 million and $3.4 million for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, $0.2 million of accrued costs and expenses related to the Elgin Acquisition are included in accrued other liabilities on the accompanying consolidated balance sheet.

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

The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation and have been included herein. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period.

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 Elgin Acquisition, the Company’s principal operating activities occurred in four geographic regions and reportable segments. Following the Elgin Acquisition and in anticipation of the acquisition of Tropicana (see Note 3), a fifth segment, Central, has been added. As of and for the three and nine months ended September 30, 2018, the Central segment only contains Elgin. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate: West, Midwest, South, East, and Central (See Note 13 for a listing of properties included in each segment).

The financial information included for periods prior to our ~~acquisition~~acquisitions of Isle and Elgin are those of ERI and its subsidiaries. The presentation of information herein for periods prior to our ~~acquisition~~acquisitions of Isle and Elgin and after our ~~acquisition~~acquisitions of Isle and Elgin are not fully comparable because the results of operations for Isle and Elgin are not included for periods prior to our ~~acquisition~~acquisitions of ~~Isle.~~Isle and Elgin.

These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2017 and Form 8-K filed on September 5, 2018, which recast the Company’s form 10-K for the year ended December 31, 2017 for adoption of the new revenue recognition standard.

Recently Issued Accounting Pronouncements – New Developments and Adoptions of New Accounting Standards

In May 2014 (amended January 2017), the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (ASC Topic 606) which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance, including revenue recognition guidance specific to the gaming industry. 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.

WeThe Company adopted this standard effective January 1, 2018, and elected to apply the full retrospective adoption method. The most significant impacts of the adoption are summarized below in Note 2.

In November 2016, ASU No. 2016-18 was issued related to the inclusion of restricted cash in the statement of cash flows. This new guidance requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalent. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017. The Company retrospectively adopted this guidance on December 31, 2017. Upon adoption, the Company included a reconciliation of Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total shown in the Consolidated Statements of Cash Flows. Adoptions of this guidance had no other impact on the Consolidated Financial Statements or disclosures.

Certain amounts have been retrospectively reclassified for the three and nine months ended September 30, 2017 to conform to the current period presentation and reflect the change in the Company’s Consolidated Statements of Cash Flows required with the adoption of ASU No. 2016-15.

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, with early adoption 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. The Company adopted this accounting standard during the first quarter of 2018, which did not have an impact on our consolidated financial statements, and will result in future acquisitions which do not involve substantive processes being accounted for as asset acquisitions.

In February 2016, the FASB issued ASU No. 2016-02 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 required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 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 for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. ~~Lessees and lessors must apply~~This ASU requires a transition adoption election using either 1) a modified retrospective ~~transition~~ approach ~~for leases existing at,~~with periods prior to the adoption date being recast or ~~entered into after,~~2) a prospective adoption approach with a cumulative-effect adjustment recognized to the ~~beginning~~opening balance of retained earnings on the ~~earliest comparative period presented in~~adoption date with prior periods not recast. The Company anticipates adopting this standard on January 1, 2019 using the ~~consolidated financial statements.~~prospective adoption approach and electing the practical expedients allowed under the standard.

Currently, ~~we do~~the Company does not have any material capital leases nor any material operating leases where ~~we are~~the Company is the lessor. Our operating leases, primarily relating to certain ground leases and slot machines or VLTs, will be recorded on the balance sheet as an ROU asset with a corresponding lease liability, which will be amortized using the effective interest rate method as payments are made. The ROU asset will be depreciated on a straight-line basis and recognized as lease expense. The qualitative and quantitative effects of adoption of ASU 2016-02 are still being analyzed, and ~~we are~~the Company is in the process of evaluating the full effect, including the total amount of both capital and operating leases, the new guidance will have on our consolidated financial ~~statements and any new considerations with respect to any pending acquisitions.~~statements.

In ~~November 2016,~~August 2018, the FASB issued ASU ~~No. 2016-18 was issued related~~2018-13, “Disclosure Framework-Changes to the ~~inclusion of restricted cash in~~Disclosure Requirements for Fair Value Measurement”. This amendment modifies the ~~statement of cash flows. This new guidance requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents~~disclosure requirements on fair value measurements and ~~amounts generally described as restricted cash or restricted cash equivalent. This update~~ is effective ~~in fiscal years, including~~for annual and interim periods beginning after December 15, ~~2017.~~2019, with early adoption allowed. The Company ~~retrospectively adopted this~~is still evaluating the qualitative and quantitative effect of the new guidance as of December 31, 2017. Upon adoption, the Company included a reconciliation of Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total shown in the Consolidated Statements of Cash Flows. Adoptions of this guidance had no other impactwill have on ~~the Consolidated Financial Statements or disclosures.~~our consolidated financial statements.

Certain amounts have been retrospectively reclassified for the three months ended March 31, 2017 to conform to the current period presentation and reflect the change in the Company’s Consolidated Statements of Cash Flows required with the adoption of ASU No. 2016-15 as of January 1, 2018 related to the classification of certain items on the statement of cash flows and ASU No 2016-18 as of December 31, 2017 related to the inclusion of restricted cash in the statement of cash flows as further described above.

In ~~January 2017,~~August 2018, the FASB issued ASU ~~No. 2017-01, “Business Combinations – Clarifying the Definition of~~2018-15, “Customer’s Accounting for Implementation Costs Incurred in a ~~Business.” This amendment~~Cloud Computing Arrangement That 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~~Service Contract”. The amendments in this update ~~provide~~align the requirements for capitalizing implementation costs incurred in a ~~more robust framework to use in determining when a set of assets and activities~~hosting arrangement that is a ~~business~~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 ~~provide more consistency in applying~~ the ~~guidance, reduce~~extent that the ~~costs~~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 ~~application, and make~~ the ~~definition of a business more operable.~~arrangement are expensed as incurred. The ~~amendments are~~amendment is effective for ~~interim~~annual and ~~annual~~interim periods beginning after December 15, ~~2017,~~2019, with early adoption ~~allowed as follows: (1) transactions for which acquisition date occurs before~~allowed. The Company is still evaluating the ~~issuance date or effective date~~qualitative and quantitative effect of the ~~amendments, only when the transaction has not been reported in financial statements that~~new guidance will 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 adopted this accounting standard during the first quarter of 2018, which did not have an impact on our consolidated financial ~~statements,~~statements.

In August 2018, the Securities and Exchange Commission issued a final rule “Disclosure Update and Simplification”. The final rule is intended to update existing disclosure requirements that have become redundant, duplicative, overlapping, outdate or superseded and to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Included in the final rule is a requirement to present changes in stockholders equity in the Company’s 10-Q filings. The final rule is effective for annual filings on November 5, 2018 and for interim periods beginning after the effective date, and will ~~result~~be included in ~~future acquisitions which do not involve substantive processes being accounted for as asset acquisitions.~~the Company’s 2019 first quarter filing.

~~The Company’s revenue contracts with customers consists primarily of casino wagers, pari-mutuel commissions, food and beverage transactions, hotel sales, retail and entertainment contracts.~~

The Company recognizes as casino revenue (transaction price) the net win from gaming activities, which is the difference between gaming wins and 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 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. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks.

Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s loyalty program and a single performance obligation for customers who don’t participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract.

The Company offers programs at its properties whereby our participating 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. The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less breakage, are recorded as a reduction of casino revenues 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. The loyalty program liability represents a deferral of revenue until redemption occurs, which is typically less than one year.

For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a non-gaming good or service. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for the non-gaming good or service at the time such goods or services are delivered to the customer.

The Company’s liability for its loyalty point performance obligations totaled $11.5 million and $11.8 million at March 31, 2018 and December 31, 2017, respectively. Historically, the Company’s loyalty points earned and redeemed are substantially constant over time, which results in the loyalty point performance obligation balance remaining fairly consistent across our reporting periods.

Hotel, food and beverage, and other operating revenues are recognized as services are performed. The transaction price for 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 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 complimentary food, beverage, hotel rooms and other services provided to customers, including

loyalty point redemptions, is recognized in revenues when the goods or services are transferred to the customer. 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 complimentaries and loyalty point redemptions of $47.2 million and $23.7 million for the three months ended March 31, 2018 and 2017, respectively.

The adoption of ASC Topic 606 on January 1, 2018 principally affected the presentation of promotional allowances and how the Company measured the liability associated with our customer loyalty programs. The presentation of gross revenues for complimentary goods and services provided to guests with a corresponding offsetting amount included in promotional allowances was eliminated. This adjustment in presentation of promotional allowances did not have an impact on the Company’s historically reported net operating revenues. The majority of such amounts previously included in promotional allowances now offset casino revenues based on an allocation of revenues to performance obligations using stand-alone selling price. Food, beverage, lodging and other services furnished to our guests on a complimentary basis are measured at the respective estimated standalone selling prices and included as revenues within food and beverage, lodging, and retail, entertainment and other, which generally resulted in a corresponding decrease in gaming revenues. The costs of providing such complimentary goods and services are included as expenses within food and beverage, lodging, and retail, entertainment and other.

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 did not have a significant impact on the Company’s previously reported operating income or net income.

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 our customers. 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.

The Company elected to adopt the full retrospective method to apply the new guidance to each prior reporting period presented as if it had been in effect since January 1, 2015, with a pre-tax cumulative effect adjustment to our retained earnings upon adoption of $4.7 million. Net of tax, the cumulative effect adjustment to our retained earnings upon adoption was $3.5 million. This was primarily related to our loyalty program point liability, which increased from an estimated incremental cost model to a deferred revenue model at retail value.

Adoption of the new standard did not have a significant impact on our previously reported net revenue, expenses, operating income, and net income. The impact of adoption of the new standard to previously reported selected financial statement information was as follows (in thousands):

	Three Months Ended March 31, 2017								Three Months Ended September 30, 2017
	As Reported			Adjustments			As Adjusted		As Reported			ASC 606 Adjustments			Other Reclassifications⁽¹⁾			As Adjusted
Gross revenues	$	219,546		$	(17,153	)	$	202,393	$	483,036		$	(39,651	)	$	29,493		$	472,878
Promotional allowances		(18,621	)		18,621			—		(38,162	)		41,785			(3,623	)		—
Net revenues	$	200,925		$	1,468		$	202,393	$	444,874		$	2,134		$	25,870		$	472,878
Operating income (loss)	$	14,149		$	(121	)	$	14,028
Net income (loss)	$	1,021		$	(76	)	$	945
Operating income									$	78,924		$	182		$	2,386		$	81,492
Net income									$	29,554		$	133		$	—		$	29,687

									Nine Months Ended September 30, 2017
									As Reported			ASC 606 Adjustments			Other Reclassifications⁽¹⁾			As Adjusted
Gross revenues									$	1,088,754		$	(88,225	)	$	50,368		$	1,050,897
Promotional allowances										(87,776	)		93,838			(6,062	)		—
Net revenues									$	1,000,978		$	5,613		$	44,306		$	1,050,897
Operating income									$	60,955		$	172		$	3,926		$	65,053
Net (loss) income									$	(15,754	)	$	196		$	—		$	(15,558	)

Additionally, adoption of the new standard resulted in a basic earnings per share adjustment from the as reported $0.38 per share to $0.39 per share for the three months ended September 30, 2017. There was no adjustment for the diluted earnings per share for the three months ended September 30, 2017. Adoption of the new standard resulted in a net loss per share adjustment from the as reported $0.25 per share to $0.24 per share for the nine months ended September 30 2018 for both basic and diluted earnings per share.

The Company’s consolidated statement of ~~income~~operations presents net revenue disaggregated by type or nature of the good or service (i.e., casino, pari-mutuel, food and beverage, hotel and other). A summary of net revenues disaggregated by type of revenue and reportable segment is presented below (amounts in thousands). Refer to Note 13 for a discussion of the Company’s reportable segments.

	Three Months Ended March 31, 2018												Three Months Ended September 30, 2018
	West		Midwest		South		East		Corporate and Other		Total		West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	49,734	$	88,359	$	97,509	$	103,856	$	—	$	339,458	$	60,912	$	86,331	$	84,299	$	109,637	$	21,698	$	—	$	362,877
Pari-mutuel commissions		—		—		3,409		661		—		4,070		—		—		1,854		3,438		—		—		5,292
Food and beverage		23,211		6,916		13,860		8,211		—		52,198		27,502		6,867		12,492		9,359		1,933		—		58,153
Hotel		19,430		3,637		5,992		1,682		—		30,741		31,583		4,720		6,169		2,308		—		—		44,780
Other		7,204		1,883		2,030		2,481		127		13,725		9,095		1,916		1,755		2,980		266		139		16,151
Net revenues	$	99,579	$	100,795	$	122,800	$	116,891	$	127	$	440,192	$	129,092	$	99,834	$	106,569	$	127,722	$	23,897	$	139	$	487,253

	Three Months Ended March 31, 2017												Three Months Ended September 30, 2017
	West		Midwest		South		East		Corporate and Other		Total		West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	23,833	$	—	$	23,169	$	94,552	$	—	$	141,554	$	63,501	$	89,482	$	84,447	$	110,107	$	—	$	—	$	347,537
Pari-mutuel commissions		—		—		—		636		—		636		—		—		1,766		3,345		—		—		5,111
Food and beverage		19,492		—		5,734		7,195		—		32,421		30,099		7,572		12,669		9,197		—		—		59,537
Hotel		14,651		—		2,924		1,730		—		19,305		31,737		4,828		7,207		2,190		—		—		45,962
Other		5,512		—		733		2,174		58		8,477		8,987		1,769		1,845		1,957		—		173		14,731
Net revenues	$	63,488	$	—	$	32,560	$	106,287	$	58	$	202,393	$	134,324	$	103,651	$	107,934	$	126,796	$	—	$	173	$	472,878

													Nine Months Ended September 30, 2018
													West		Midwest		South		East		Central		Corporate and Other		Total
Casino													$	168,342	$	262,138	$	270,802	$	323,030	$	21,698	$	—	$	1,046,010
Pari-mutuel commissions														—		—		7,853		6,554		—		—		14,407
Food and beverage														76,524		20,527		38,936		26,724		1,933		—		164,644
Hotel														77,234		12,775		18,462		5,976		—		—		114,447
Other														24,450		5,795		5,559		8,292		266		377		44,739
Net revenues													$	346,550	$	301,235	$	341,612	$	370,576	$	23,897	$	377	$	1,384,247

													Nine Months Ended September 30, 2017
													West		Midwest		South		East		Central		Corporate and Other		Total
Casino													$	132,563	$	147,469	$	176,616	$	308,036	$	—	$	—	$	764,684
Pari-mutuel commissions														—		—		3,271		6,588		—		—		9,859
Food and beverage														74,593		12,607		29,231		25,236		—		—		141,667
Hotel														69,596		8,282		15,706		5,961		—		—		99,545
Other														20,812		2,934		4,130		6,900		—		366		35,142
Net revenues													$	297,564	$	171,292	$	228,954	$	352,721	$	—	$	366	$	1,050,897

Note 3. ~~Isle Acquisition and Final~~Acquisitions, Preliminary Purchase Price Accounting and Proforma Information

On ~~May 1, 2017,~~August 7, 2018, the Company completed its acquisition of ~~Isle. As~~one hundred percent of ~~March 31, 2018,~~ the ~~Company finalized its purchase price accounting related to the~~ ~~Isle Acquisition~~. partnership interests in Elgin. The total purchase consideration for the Elgin Acquisition was $328.9 million. The estimated purchase consideration in the ~~Isle Acquisition~~acquisition was determined with reference to ~~the~~its acquisition date fair ~~value on the date of the Merger Agreement as follows:~~

~~The following table summarizes the final 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 work performed by third-party valuation specialists. The following table summarizes our final purchase price accounting of the acquired assets and liabilities as of March 31, 2018 (dollars in thousands):value.

The working capital adjustment is subject to finalization within 100 days of the Elgin Acquisition date pursuant to the terms of the purchase agreement; however, no material adjustments are anticipated.

The fair values are based on management’s analysis including preliminary work performed by third party valuation specialists, which are subject to finalization and review. The purchase price accounting for Elgin is preliminary and is subject to change. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of September 30, 2018 (dollars in thousands):

During the three months ended March 31, 2018, the Company finalized its valuation procedures and adjusted the Isle of Capri preliminary purchase price accounting, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017, to their updated values. Except for other long-term liabilities related to Bettendorf and Nemacolin (see Note 8) and a corresponding goodwill adjustment totaling $6.1 million (net of tax), the finalization of our purchase price accounting resulted in minimal changes and refinements by 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~~Elgin 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.~~flows.

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~~Elgin Acquisition ~~Date, based on management’s judgment and estimates.~~date.

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~~license was determined using the multi period excess earnings ~~or replacement cost methodology based on the respective states’ legislation.~~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 ~~Isle~~Elgin including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming ~~licenses are~~license is 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.~~Elgin. The ~~existing licenses could not be acquired and used for a different facility. The properties’~~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 ~~replacement cost methodology is a cost approach methodology based on replacement or reproduction cost~~renewal of the ~~gaming license as an indicator of fair value. The acquired Isle properties currently have licenses in Pennsylvania, Iowa, Missouri, Mississippi, Florida and Colorado. 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~~the license. No other competitive, contractual, or economic factor limits the useful lives of ~~these assets.~~this asset. Accordingly, ERI has concluded that the useful ~~lives~~life of ~~these licenses are~~this license is indefinite.

~~Trademarks are~~Player relationships were valued using the ~~relief~~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 ~~royalty method, which presumes that without~~ ownership of ~~such trademarks, ERI would have~~an acquired intangible asset as if it were in place, as compared to ~~make a stream of payments to a brand~~the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual 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~~net cash flows of the ~~brand name.~~ two models is ascribable to the intangible asset.

The ~~primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense.~~

~~Trade names were~~trade name was valued using the relief‑from‑royalty method. The loyalty program was valued using a comparative business valuation method. Management has assigned the trade ~~names~~name an indefinite useful life ~~in accordance with its review of applicable guidance of ASC Topic No. 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 or asset group, 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.

~~Isle Operating Results~~Goodwill is the result of expected synergies from combining operations of the acquired and ~~Transaction Expenses~~acquirer. The goodwill acquired is fully amortizable for tax purposes.

For the ~~three months ended March 31,~~period from the Elgin acquisition date through September 30, 2018, ~~Isle~~Elgin generated ~~revenue~~net revenues of ~~$231.9~~$23.9 million and net income of ~~$30.4~~$2.2 million.

On April 15, 2018 the Company announced that it entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction valued at $1.85 billion. At the closing of the transaction on October 1, 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 (“GLPI”) acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu Casino Resort & Spa and Lumière Place Casino and Hotel (“Lumière Place”), for approximately $964 million and the Company acquired the real estate underlying Lumière Place for $246 million. The Company also entered into a 15-year master lease with GLPI pursuant to which the Company will lease the Tropicana real estate acquired by GLPI. The Company funded the purchase of the real estate underlying Lumière Place with the proceeds of a $246 million loan from GLPI and funded the $640 million of consideration payable by the Company and the repayment of amounts outstanding under the Tropicana credit facility 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 of 6% senior notes due 2026. In addition, the Company’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective October 1, 2018 and the maturity of the revolving credit facility was extended to October 1, 2023.

Transaction expenses ~~attributed~~related to the ~~Isle~~Tropicana Acquisition ~~are reported on the accompanying statements of income related to legal, accounting, financial advisory services, severance, stock awards and other costs and totaled $1.0 million and $1.6 million~~ for the three and nine months ended ~~March 31,~~September 30, 2018 totaled $2.0 million and ~~2017,~~$5.5 million, respectively. As of September 30, 2018, $1.2 million of accrued costs and expenses related to the Tropicana Acquisition are included in accrued other liabilities.

Following the acquisition of the real estate portfolio by GLPI, the Company 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 the Company’s option (“Master Lease”). 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 initial annual rent under the terms of the lease is expected to be approximately $87.6 million. The Company does 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 Place, 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 Place 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.

Due to the closing of the transaction in October, preliminary purchase accounting has not been reflected herein.

The following unaudited pro forma information presents the results of operations of the Company for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as if the Isle Acquisition had occurred on January 1, ~~2017~~2016 (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, 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.

The following unaudited pro forma information presents the results of operations of the Company for the nine months ended September 30, 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 ~~Isle~~Elgin prior to the ~~Isle~~Elgin Acquisition with adjustments directly attributable to the ~~Isle~~Elgin Acquisition.

On February 28, 2018, the Company entered into definitive agreements to sell substantially all of the assets and liabilities of Presque Isle Downs and Vicksburg to Churchill Downs Incorporated (“CDI”). Under the terms of the agreements, CDI ~~will~~agreed to purchase Presque Isle Downs 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 (the “Dispositions”). Additionally,~~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 ~~related~~due to ~~Vicksburg during~~ the ~~three months ended March 31, 2018 (see Note 6).~~carrying value exceeding the estimated net sales proceeds.

The ~~Dispositions are~~definitive agreements provided that the dispositions were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Act ~~(the “HSR Act”)~~ and other customary closing conditions, including, in the case of Presque Isle

Downs, 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 ~~(“FTC”)~~ in connection with ~~the FTC’s~~its review of the Vicksburg acquisition. ~~The Second Request was issued under~~

On July 6, 2018, in consideration of the ~~HSR Act. Issuance of~~time and expense needed to reply to the Second Request, ~~extends the waiting period under the HSR Act until 30 days after~~ the Company and CDI ~~have substantially complied with the Second Request, unless the waiting period is extended voluntarily by~~entered into a termination agreement and release pursuant to which the parties ~~or terminated earlier by~~agreed to terminate the ~~FTC.~~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. 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 ~~continue~~agreed to ~~cooperate fully with~~purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

As a result of the ~~FTC in its review. The Dispositions~~agreement to sell Nemacolin, an impairment charge of $3.8 million for the three and nine months ended September 30, 2018 was recorded due to the carrying of the net property and equipment being sold exceeding the estimated net sales proceeds.

The dispositions of Nemacolin and ~~in the case of~~ Presque Isle Downs, both of which are reported in the ~~prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company.~~

~~The Dispositions~~East segment, met the requirements for presentation as assets held for sale under generally accepted accounting principles as of ~~March 31,~~September 30, 2018. Due to the termination of the Vicksburg sale, Vicksburg is no longer presented as an asset held for sale as of September 30, 2018.

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

	March 31, 2018						September 30, 2018
	Vicksburg		Presque Isle Downs		Total		Nemacolin		Presque Isle Downs		Total
Assets:
Accounts receivable, net	$	110	$	2,083	$	2,193	$	269	$	3,261	$	3,530
Inventories		283		1,530		1,813		75		1,534		1,609
Prepaid expenses and other		232		1,072		1,304		420		834		1,254
Property and equipment, net		35,615		68,039		103,654		1,195		69,782		70,977
Goodwill		8,806		3,122		11,928		—		3,122		3,122
Other intangibles, net		2,720		75,422		78,142		—		75,422		75,422
Assets held for sale	$	47,766	$	151,268	$	199,034	$	1,959	$	153,955	$	155,914

Liabilities:
Accounts payable	$	181	$	688	$	869	$	219	$	1,295	$	1,514
Accrued payroll and related		183		537		720		715		691		1,406
Accrued property and other taxes		—		61		61		325		77		402
Accrued other liabilities		367		3,381		3,748		1,076		3,934		5,010
Other long term liabilities								120		—		120
Long term obligation								2,416		—		2,416
Liabilities related to assets held for sale	$	731	$	4,667	$	5,398	$	4,871	$	5,997	$	10,868

The following information presents the net operating revenues and net income (loss) (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. .

The Company has authorized common stock of ~~100,000,000~~200,000,000 shares, par value $0.00001 per share. In ~~February~~June 2018 the ~~Board~~Company amended its certificate of ~~Directors approved and adopted an amendment (the “Common Stock Amendment”)~~incorporation to ~~the Company’s Restated Certificate of~~ ~~Incorporation, subject to approval by the Company’s stockholders that would~~ increase the total number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

On November 8, 2018, the Company issued a press release announcing that its Board of Directors has 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 ~~accounts for stock-based compensation in accordance with ASC 718,~~ ~~Compensation—Stock Compensation~~. is required to repurchase under the Share Repurchase Program.

Total stock-based compensation expense in the accompanying consolidated statements of ~~income~~operations totaled ~~$3.7~~$2.5 million and ~~$1.7~~$1.4 million during the three months ended ~~March 31,~~September 30, 2018 and 2017, respectively, and $9.6 million and $4.5 million during the nine months ended September 30, 2018 and 2017, respectively.

The Board of Directors (“BOD”) adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The 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. The stock ownership guidelines require our non-employee directors to hold shares of our common stock with a minimum value equal to five times the director’s annual cash base retainer fee. Prior to achievement of the minimum stock ownership guideline, RSU grants will vest immediately; however, settlement will be mandatorily deferred until termination of Board service. After minimum stock ownership is achieved, unless the director voluntarily elects to defer settlement of the RSUs, the RSUs will vest and be

settled immediately at the time of grant. 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 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 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 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 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 subject to a two-year performance period (2017 and 2018), with a one‑year additional vesting requirement, resulting in a total vesting period of three years from the grant date. Performance achievement over the two-year performance period is measured by averaging the level of achievement attained during each of 2017 and 2018. PSUs are earned as follows: 50% of the target number of PSUs will be earned at threshold performance, 100% of the target number of PSUs will be earned at target performance, and up to 200% of the target number of PSUs will be earned at maximum performance. No award is earned if performance falls below the threshold level. Following the end of the two-year performance period, the vesting of earned PSUs are subject to an additional one-year service condition. 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, 2017.

On January 26, 2018, the Company granted 242,939 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers, key employees, and 32,284 RSUs (time-based awards) to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $33.05 per unit which was the NASDAQ closing price on that date. An additional 7,415 RSUs were granted at 116% of target following the finalization of actual results of the first year of the two-year 2017 performance period.

A summary of the RSU and RSA activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 is presented in the following table:

A summary of the ERI Stock Option activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 is presented in the following table:

~~A summary~~As of ~~the ERI Restricted Stock Awards activity for the three months ended March 31,~~September 30, 2018, ~~is presented in the following table:~~

~~There~~119,505 options were ~~no options exercised or expired during the three months ended March 31, 2018.~~exercisable.

~~The Company’s unrecognized compensation cost for unvested restricted stock awards was $18,000 as of March 31, 2018.~~

	March 31,			December 31,
	2018			2017			Useful Life	September 30,			December 31,
	(unaudited)							2018			2017			Useful Life
Goodwill	$	719,255		$	747,106		Indefinite	$	788,146		$	747,106		Indefinite

Gaming licenses	$	801,774		$	877,174		Indefinite	$	965,706		$	877,174		Indefinite
Trade names		105,550			108,250		Indefinite		120,829			108,250		Indefinite
Trade names		5,100			6,700		1 - 3.5 years		5,100			6,700		1 - 3.5 years
Loyalty programs		20,193			21,820		1 - 3 years		49,005			21,820		1 - 4 years
Subtotal		932,617			1,013,944				1,140,640			1,013,944
Accumulated amortization trade names		(5,100	)		(6,290	)			(5,100	)		(6,290	)
Accumulated amortization loyalty programs		(10,407	)		(10,838	)			(13,967	)		(10,838	)
Total gaming licenses and other intangible assets	$	917,110		$	996,816			$	1,121,573		$	996,816

Non-operating real property	$	14,030		$	18,069			$	17,880		$	18,069

Unamortized debt issuance costs - New Revolving Credit Facility	$	8,115		$	8,616
Unamortized debt issuance costs - Revolving Credit Facility								$	8,292		$	8,616
Restricted cash		9,862			9,886				9,906			9,886
Other		12,253			12,130				12,203			12,130
Total other assets, net	$	30,230		$	30,632			$	30,401		$	30,632

Goodwill represents the excess of the purchase prices of acquiring MTR Gaming, Isle and ~~Isle~~Elgin 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 March 31, 2018 (see Note 4) as a result of the announced sale to ~~Churchill Downs Incorporated,~~CDI, an impairment charge totaling $9.8 million was recorded ~~for the three months ended March 31, 2018~~ due to the carrying value exceeding the estimated net sales proceeds. The impairment reduced the value of goodwill in the South segment.

The following table presents changes to goodwill for the nine months ended September 30, 2018 (in thousands):

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 an indefinite useful lives.

Amortization expense related to trade names and loyalty programs for the three months ended ~~March 31,~~September 30, 2018 and 2017 totaled ~~$1.6~~$2.4 million and ~~$0.5~~$1.7 million, respectively, and $5.1 million and $3.3 million for the nine months ended September 30, 2018 and 2017, respectively, which is included in depreciation and amortization expense in the consolidated statements of ~~income.~~operations. Such amortization expense is expected to be ~~$3.5~~$3.0 million for the remainder of 2018 and ~~$4.7~~$11.9 million, $8.8 million, $7.2 million and ~~$1.6~~$4.2 million for the years ended December 31, 2019, 2020, 2021 and ~~2020,~~2022, respectively.

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.

~~While we have~~Through the quarter ended September 30, 2018, the Company recognized no adjustments to the provisional amounts recorded at December 31, 2017. Additionally, the Company has not ~~yet~~ completed its accounting for all of the ~~computations necessary or completed an inventory~~tax effects of ~~our 2017 expenditures~~the Tax Act that ~~qualify for immediate deductions, we have recorded a~~became effective January 1, 2018, but has recognized provisional ~~benefit based on our current intent to fully deduct all qualifying expenditures. This did not result~~amounts in ~~any significant change to our current~~its income tax ~~payable due to our~~provision. The Company is awaiting further guidance from U.S. federal and state ~~net operating loss carry forwards.~~regulatory bodies with regards to the final accounting and reporting of these items in the several jurisdictions where the Company files tax returns. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. Its estimates may also be affected as the Company gains a more thorough understanding of the tax law.

The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period.

For the three and nine months ended September 30, 2018, the Company’s tax expense was

$20.0 million and $31.3 million, respectively. For the three months ended ~~March 31, 2018 and~~September 30, 2017, the Company’s tax expense was ~~$2.1~~$12.6 million and ~~$0.4 million,~~ ~~respectively.~~for the nine months ended September 30, 2017, the Company’s tax benefit was $26.1 million. For the three and nine months ended ~~March 31,~~September 30, 2018, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible expenses and state and local income taxes. For the three and nine months ended September 30, 2017, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible transaction costs incurred and changes in the effective state tax rate associated with the Isle acquisition, state and local income taxes ~~less excess~~and the release of the valuation allowance against certain Pennsylvania deferred tax ~~benefits associated with stock compensation.~~assets. As of ~~March 31,~~September 30, 2018 and 2017, there were no 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.

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 ofof the tax return and made no changes.

	March 31,			December 31,			September 30,			December 31,
	2018			2017			2018			2017
	(unaudited)
New Term Loan	$	956,750		$	956,750
Term Loan							$	956,750		$	956,750
Less: Unamortized discount and debt issuance costs		(18,149	)		(18,748	)		(18,840	)		(18,748	)
Net		938,601			938,002			937,910			938,002
6% Senior Notes		875,000			875,000
6% Senior Notes due 2026								600,000			—
Less: Unamortized debt issuance costs								(1,895	)		—
Net								598,105			—
6% Senior Notes due 2025								875,000			875,000
Plus: Unamortized debt premium		25,841			26,605			24,285			26,605
Less: Unamortized debt issuance costs		(20,152	)		(20,716	)		(18,996	)		(20,716	)
Net		880,689			880,889			880,289			880,889
7% Senior Notes		375,000			375,000
7% Senior Notes due 2023								375,000			375,000
Less: Unamortized discount and debt issuance costs		(6,905	)		(7,146	)		(6,370	)		(7,146	)
Net		368,095			367,854			368,630			367,854
Revolving Credit Facility								180,000			—
Capital leases		769			917			484			917
Long-term notes payable		2,509			2,531			2,463			2,531
Less: Current portion		(553	)		(615	)		(447	)		(615	)
Total long-term debt	$	2,190,110		$	2,189,578		$	2,967,434		$	2,189,578

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 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 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 expenses related to the foregoing.

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 ~~$1.3~~$1.2 million and ~~$0.9~~$3.8 million for the three and nine months ended ~~March 31,~~September 30, 2018, respectively. Amortization of the debt issuance costs and the discount and premium associated with our indebtedness totaled $2.0 million and $5.0 million for the three and nine months ended September 30, 2017, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

Scheduled maturities of long‑term debt are $375.0 million in 2023, $956.8 million in 2024, ~~and~~ $875.0 million in ~~2025.~~2025 and $600.0 million in 2026.

In April 2017, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a $300.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility will mature on April 17, 2022. The Company’s obligations under the 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. 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 September 30, 2018, the Company had $956.8 million outstanding on the Term Loan and $180.0 million outstanding under the Revolving Credit Facility. The Company had $110.9 million of available borrowing capacity, after consideration of $9.1 million in outstanding letters of credit under its Revolving Credit Facility as of September 30, 2018.

The interest rate per annum applicable to loans under the Revolving Credit Facility are, 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 ispays a ~~holding company~~commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. At September 30, 2018, the weighted average interest rates on the Term Loan and Revolving Credit Facility were 4.17% and 4.54%.

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 million to $500 million effective substantially concurrently with ~~no independent assets or operations. Our~~ the consummation of the Tropicana Acquisition on October 1, 2018 and the maturity date of the Revolving Credit Facility extended to October 1, 2023.

As of September 30, 2018 we were in compliance with all covenants under the Credit Facility.

On September 20, 2018, Delta Merger Sub, Inc. (“Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of the Company, issued $600 million 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, commencing March 15, 2019.

The 6% Senior Notes due 2026 were general unsecured obligations of Escrow Issuer’s upon issuance and, upon the assumption of such obligations by the Company and the subsidiary guarantors (the “Guarantors”) upon consummation of the Tropicana Acquisition, became general unsecured obligations of the Company and the Guarantors, ranking senior in right of payment to all of the Company’s existing and future debt that is expressly subordinated in right of payment to the 6% Senior Notes due 2026 and the guarantees, ranking equally in right of payment with all of the applicable obligor’s existing and future senior liabilities, including the obligations under the Company’s existing 7% Senior Notes due 2023 and 6% Senior Notes due 2025, and are ~~fully~~effectively subordinated to all of the applicable obligor’s existing and ~~unconditionally guaranteed,~~future secured debt, including indebtedness under the Company’s existing senior secured credit facility and the Lumière Note (as defined in the 2026 Indenture), in each case, to the extent of the value of the collateral securing such debt. In addition, the 6% Senior Notes due 2026 and the related guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries and other entities in which the Company has an equity interest that do not guarantee the 6% Senior Notes due 2026 (other than indebtedness and liabilities owed to the Company or the Guarantors).

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

Upon the occurrence of a ~~joint~~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 ~~several basis,~~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 ~~subsidiary guarantors. As of March 31, 2018, there were no significant~~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, cash on hand and Tropicana’s cash on hand, to ~~us or our guarantor subsidiaries.~~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 March 29, 2017, Eagle II, a wholly owned subsidiary of the Company, issued at par $375.0 million aggregate principal amount of 6.0% senior notes due 2025 (the “6% Senior Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the “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. In connection with the consummation of the Isle Acquisition on May 1, 2017, the Company assumed Eagle II’s obligations under the 6% Senior Notes due 2025 and the 2025 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 due 2025.

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 due 2025. The additional notes were issued pursuant to the 2025 Indenture that governs the 6% Senior 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 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 due 2023”) pursuant to an indenture, dated as of July 23, 2015 (the “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.

As of September 30, 2018 we were in compliance with all covenants under the 6% Senior Notes due 2025, 6% Senior Notes due 2026 and 7% Senior Notes due 2023.

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~~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 ~~March 31,~~September 30, 2018 and December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $1.2 million and $4.2 million, ~~in both periods~~respectively, and a liability of $2.4 million and $4.5 million, ~~respectively,~~respectively. The decreases in ~~other long-term liabilities related~~the assets and liability were primarily due to the ~~agreement. The decrease in the liability was primarily due to~~impairment charges (see Note 4) and the Company finalizing its purchase price accounting related to the Isle ~~Acquisition~~Acquisition. These assets and liabilities are reported as ~~of March 31,~~held for sale at September 30, 2018.

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~~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 ~~March 31,~~September 30, 2018 and December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of ~~$11.8 million and~~ $11.9 million ~~respectively,~~ and a liability of ~~$5.5~~$5.7 million and $12.5 million, respectively, in other long-term liabilities related to the agreement. The ~~decrease~~changes in property and equipment and in the liability ~~was~~were primarily due to the Company finalizing its purchase price accounting related to the Isle ~~Acquisition as of March 31, 2018.~~

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”) pursuant to the Indenture, dated as of July 23, 2015 (the “Indenture”), between the Company and U.S. Bank, National Association, as Trustee. The 7% Senior Notes 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 7% 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 7% Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:Acquisition.

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 Indenture), it must offer to repurchase the 7% Senior Notes 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 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase dates.

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

~~The 7% Senior Notes 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 Indenture. The 7% Senior Notes 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 to be declared due and payable. As of March 31, 2018, the Company was in compliance with all of the covenants under the 7% Senior Notes Indenture relating to the 7% Senior Notes.

On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), a wholly-owned subsidiary of the Company, issued $375.0 million aggregate principal amount of 6% Senior Notes due 2025 (the “6% Senior Notes”) pursuant to an indenture, dated as of March 29, 2017 (the “6% Senior Notes 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.

On September 13, 2017, the Company issued an additional $500.0 million principal amount of its 6% Senior Notes at an issue price equal to 105.5% of the principal amount of the 6% Senior Notes. The additional notes were issued pursuant to the 6% Senior Notes Indenture that governs the 6% Senior Notes. The Company 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.

On or after April 1, 2020, the Company may redeem all or a portion of the 6% 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 6% Senior Notes 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 at a price equal to 100% of the 6% Senior Notes 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 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the 6% Senior Notes Indenture), it must offer to repurchase the 6% Senior Notes 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 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

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

~~The 6% Senior Notes 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 Indenture. The 6% Senior Notes 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 to be declared due and payable. As of March 31, 2018, the Company was in compliance with all of the covenants under the 6% Senior Notes Indenture relating to the 6% Senior Notes.

On July 23, 2015, the Company entered into a $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 Facility”), consisting of a $1.45 billion term loan facility (the “New Term Loan Facility” or “New Term Loan”) and a $300.0 million revolving credit facility (the “New 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 March 31, 2018, the Company had $956.8 million outstanding on the New Term Loan. There were no borrowings outstanding under the New Revolving Credit Facility as of March 31, 2018. The Company had $291.5 million of available borrowing capacity, after consideration of $8.5 million in outstanding letters of credit, under its New Revolving Credit Facility as of March 31, 2018. We have obtained commitments to increase our revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition. At March 31, 2018, the weighted average interest rate on the New Term Loan was 3.9% based upon the weighted average interest rate of borrowings outstanding during the three months ended March 31, 2018.

The Company applied the net proceeds of the New Term Loan Facility and borrowings under the New Revolving Credit Facility, together with the proceeds of the 6% Senior Notes and cash on hand, to (i) pay the cash portion of the consideration payable in the 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 and senior subordinated notes, (iv) refinance the Company’s Prior Credit Facility and (v) pay fees and costs associated with the foregoing.

~~We have obtained commitments to increase our revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition. The Company~~’s 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 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. 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 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 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, the Company pays a commitment fee on the unused portion of the New Revolving Credit Facility in the amount of 0.50% per annum.

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 certain real property and improvements owned or leased by 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 modify their lines of business.

The New Credit Facility also includes certain financial covenants, including the requirements that we maintain 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 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 Notes, 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. ~~As of March 31, 2018, the Company was in compliance with the covenants under the New Credit Facility.~~

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 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 ~~March 31,~~September 30, 2018 and December 31, 2017 (amounts in thousands):

	March 31, 2018						September 30, 2018
Assets:	Level 1		Level 2		Total		Level 1		Level 2		Total
Restricted cash and investments	$	9,449	$	4,072	$	13,521	$	7,600	$	3,928	$	11,528
Marketable securities		8,284		8,952		17,236		9,486		7,571		17,057
Escrow cash								604,100		—		604,100


	December 31, 2017						December 31, 2017
Assets:	Level 1		Level 2		Total		Level 1		Level 2		Total
Restricted cash and investments	$	9,055	$	4,098	$	13,153	$	9,055	$	4,098	$	13,153
Marketable securities		7,906		9,725		17,631		7,906		9,725		17,631

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 in money market funds. Investments in this category 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 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 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 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 company.

~~Accounts Receivable~~Escrow Cash: Escrow cash represents the 6% Senior Notes due 2026 issued totaling $600 million plus approximately a month and ~~Credit Risk: The allowance~~a half of interest totaling $4.1 million placed into escrow pending satisfaction of certain conditions, including consummation of the Tropicana Acquisition. Escrow cash is ~~estimated based on specific review of customer accounts~~classified as ~~well~~Level 1 as ~~historical collection experience and current economic and business conditions. Management believes that no significant concentrations of credit risk related to receivables exists.~~its carrying value approximates market prices.

Marketable Securities: Marketable securities consist primarily of trading securities held the Company’s captive insurance subsidiary. 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.

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

	March 31, 2018				December 31, 2017				September 30, 2018				December 31, 2017
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value		Amount		Value
Financial liabilities:
7% Senior Notes	$	368,095	$	394,687	$	367,854	$	400,800
6% Senior Notes		880,689		881,563		880,889		914,375
New Term Loan		938,601		959,142		938,002		956,750
7% Senior Notes due 2023									$	368,630	$	393,750	$	367,854	$	400,800
6% Senior Notes due 2025										880,289		889,263		880,889		914,375
6% Senior Notes due 2026										598,105		606,000		—		—
Term Loan										937,910		961,534		938,002		956,750
Revolving Credit Facility										180,000		180,000		—		—
Other long-term debt		2,509		2,509		2,531		2,531		2,463		2,463		2,531		2,531
Capital leases		769		769		917		917		484		484		917		917

The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the three and nine months ended ~~March 31,~~September 30, 2018 and 2017 (dollars in thousands, except per share amounts):

	Three Months Ended				Three Months Ended				Nine Months Ended
	March 31,				September 30,				September 30,
	2018		2017		2018		2017		2018		2017
	(unaudited)
Net income available to common stockholders	$	20,855	$	945

Net income (loss) available to common stockholders					$	37,704	$	29,687	$	95,355	$		(15,558	)
Shares outstanding:
Weighted average shares outstanding – basic		77,353,730		47,120,751		77,522,664		76,902,070		77,445,611			63,821,705
Effect of dilutive securities:
Stock options		152,906		50,799		93,530		128,696		125,861		N/A
RSUs		573,413		909,731		667,394		928,923		636,568		N/A
Weighted average shares outstanding – diluted		78,080,049		48,081,281

Net income per common share attributable to common stockholders – basic:	$	0.27	$	0.02
Net income per common share attributable to common stockholders – diluted:	$	0.27	$	0.02
Weighted average shares outstanding – diluted ⁽¹⁾						78,283,588		77,959,689		78,208,040			63,821,705
Net income (loss) per common share attributable to common stockholders – basic:					$	0.49	$	0.39	$	1.23	$		(0.24	)
Net income (loss) per common share attributable to common stockholders – diluted:					$	0.48	$	0.38	$	1.22	$		(0.24	)

Litigation. The Company is a party to various lawsuits, which have arisen in the normal course of business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to the consolidated financial condition and those estimated losses are not expected to have a material impact on the results of operations.

Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania 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 owners and trainers and with a representative of a majority of the pari‑mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen 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, 2019. 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, 2021. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s agreements and the agreement between Mountaineer and the pari‑mutuel clerks’ union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party.

The Company has a lease agreement with C.S. &Y. Associates (“CS&Y”) which is an entity partially owned by Recreational Enterprises, Inc. (“REI”), which is owned by members of the Carano family, including Gary L. Carano, and various trusts of which members of the Carano family are beneficiaries. In addition, each of Gary L. Carano and Thomas R. Reeg serve as members of the board of directors of REI. The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from CS&Y. For the ~~period~~three and nine months ended ~~March 31,~~September 30, 2018, the

~~amount paid~~ Company made lease payments to CS&Y ~~was $150,000.~~totaling $150,000 and $450,000, respectively. For the three and nine months ended September 30, 2017, the Company made lease payments to CS&Y totaling $150,000 and $392,000, respectively. No amounts were due to or due from CS&Y as of ~~March 31,~~September 30, 2018 and December 31, 2017.

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~~investors operate the hotel. As of ~~March 31,~~September 30, 2018, the Company’s receivable from the partnership totaled ~~$62,000~~$187,000 and the Company’s payable to the partnership totaled ~~$10,000.~~$19,000. These amounts are reflected on the accompanying balance sheet under “due from affiliates” and “due to affiliates.”

The Company formed a joint venture in April 2018 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. No amounts were due to or due from Cordish as of September 30, 2018.

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 input from the Company and submit it for review and approval from the Company. The Company and Cordish have made initial cash contributions of $250,000 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 donate land to the joint venture for the project. The Company will participate evenly with Cordish in the profits and losses of the joint venture.

On September 5, 2018 the Company announced that it had entered into a definitive agreement pursuant to which, subject to receipt of all necessary regulatory approvals, William Hill US will become the Company’s exclusive sports betting operator for a period of 25 years at its properties in jurisdictions where sports betting is legal. The Company will also work with William Hill US to leverage its licenses to operate mobile and online sports wagering operations in the United States. At the closing of the transactions contemplated by the agreement, the Company will receive a 20% equity stake in William Hill US as well as ordinary shares of William Hill PLC with a value of $50.0 million (based on the 60 day volume-weighted average trading price of William Hill PLC shares ending on September 4, 2018). Pursuant to the terms of the agreement, the Company will have the opportunity to sell its equity in William Hill US following a public offering of William Hill US or through a conversion of the 20% equity stake to William Hill PLC shares or cash at William Hill’s discretion after five years. The transaction is expected to close in the first quarter of 2019.

~~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,~~As of June 30, 2018, the Company’s principal operating activities occurred in ~~three geographic regions: Nevada, Louisiana and parts of the eastern United States. Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in~~ four geographic regions and reportable segments. As referenced in Note 1, a fifth segment, Central, has been 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 previously reported~~These segments ~~Nevada, Louisiana, and Eastern, are now included in the West, South, and East segments, respectively, which~~as of September 30, 2018 are summarized as ~~follows, along with the Midwest segment.~~follows:

The following table sets forth, for the periods indicated, certain operating data for our four 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 disclosedfive reportable segments.

	Three Months Ended						Three Months Ended						Nine months ended
	Ended March 31,						Ended September 30,						Ended September 30,
	2018			2017			2018			2017			2018				2017
	(in thousands, unaudited)						(in thousands)
Revenues and expenses
West:
Net operating revenues	$	99,579		$	63,488		$	129,092		$	134,324		$		346,550		$	297,564
Operating income—West		10,139			1,355
Operating income								31,894			32,657				63,898			50,590
Midwest:
Net operating revenues	$	100,795		$	—			99,834			103,651				301,235			171,292
Operating income—Midwest		26,676			—
Operating income								26,637			24,264				80,725			39,676
South:
Net operating revenues	$	122,800		$	32,560			106,569			107,934				341,612			228,954
Operating income—South		13,359			5,918
Operating income								16,176			13,682				50,099			32,210
East:
Net operating revenues	$	116,891		$	106,287			127,722			126,796				370,576			352,721
Operating income—East		19,131			15,034
Operating income								23,637			21,215				67,164			54,411
Central:
Net operating revenues								23,897			—				23,897			—
Operating income								2,868			—				2,868			—
Corporate:
Net operating revenues	$	127		$	58			139			173				377			366
Operating loss—Corporate		(15,111	)		(8,279	)
Operating loss								(9,443	)		(10,326	)			(41,377	)		(111,834	)
Total Reportable Segments
Net operating revenues	$	440,192		$	202,393		$	487,253		$	472,878		$		1,384,247		$	1,050,897
Operating income – Total Reportable Segments		54,194			14,028
Reconciliations to Consolidated Net Income:
Operating Income — Total Reportable Segments	$	54,194		$	14,028
Operating income							$	91,769		$	81,492		$		223,377		$	65,053
Reconciliations to consolidated net income (loss):														��
Operating income							$	91,769		$	81,492		$		223,377		$	65,053
Unallocated income and expenses:
Interest expense, net		(31,251	)		(12,670	)		(34,085	)		(29,183	)			(96,579	)		(69,380	)
Provision for income taxes		(2,088	)		(413	)
Net income	$	20,855		$	945
Loss on early retirement of debt, net								—			(10,030	)			(162	)		(37,347	)
(Provision) benefit for income taxes								(19,980	)		(12,592	)			(31,281	)		26,116
Net income (loss)							$	37,704		$	29,687		$		95,355		$	(15,558	)

	Three Months Ended March 31,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(in thousands, unaudited)				(in thousands)
Capital Expenditures
Capital Expenditures, Net
West	$	10,181	$	4,154	$	49,060	$	30,498
Midwest		2,741		—		14,516		6,545
South		2,883		547		12,307		4,003
East		2,874		1,430		8,953		6,540
Central						237		—
Corporate		2,592		75		4,009		5,344
Total	$	21,271	$	6,206	$	89,082	$	52,930

		West		Midwest		South		East		Corporate, Other & Eliminations			Total			West		Midwest		South		East		Central		Corporate, Other & Eliminations			Total
Balance sheet as of March 31, 2018 (unaudited)	(in thousands)
Balance sheet as of September 30, 2018															(in thousands)
Total assets		$	1,285,898	$	1,199,909	$	804,736	$	1,189,210	$	(927,533	)	$	3,552,220		$	1,326,305	$	1,232,101	$	822,980	$	1,223,264	$	353,080	$	(480,556	)	$	4,477,174
Goodwill			152,762		322,745		180,044		63,704		—			719,255			152,761		322,745		188,850		63,704		60,086		—			788,146

Balance sheet as of December 31, 2017
Total assets		$	1,278,062	$	1,188,758	$	804,318	$	1,185,806	$	(910,472	)	$	3,546,472		$	1,278,062	$	1,188,758	$	804,318	$	1,185,806	$	—	$	(910,472	)	$	3,546,472
Goodwill			152,775		327,088		200,417		66,826		—			747,106			152,775		327,088		200,417		66,826		—		—			747,106

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~~As of September 30, 2018, the following wholly-owned subsidiaries of the Company ~~are~~were 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 LLC; Eldorado Shreveport 2 LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group Inc.; Mountaineer Park Inc.; Presque Isle Downs Inc.; Scioto Downs Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; CC Reno LLC; CCR Newco LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park Holdings LLC; Pompano Park JV Holdings 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; and PPI Development LLC. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries.

The consolidating condensed balance sheet as of ~~March 31,~~September 30, 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, unaudited)											(in thousands)
Current assets	$	68,033	$	380,583	$	26,693	$	—		$	475,309	$	48,687	$	350,653	$	26,868	$	—		$	426,208
Intercompany receivables		211,587		—		29,049		(240,636	)		—		65,375		—		23,067		(88,442	)		—
Investments in subsidiaries		2,480,728		—		—		(2,480,728	)		—		2,931,271		—		—		(2,931,271	)		—
Escrow cash													—		—		604,100		—			604,100
Property and equipment, net		12,444		1,375,675		8,167		—			1,396,286		13,077		1,472,777		3,012		—			1,488,866
Other assets		47,511		1,656,163		22,925		(45,974	)		1,680,625		28,421		1,929,196		27,032		(26,649	)		1,958,000
Total assets	$	2,820,303	$	3,412,421	$	86,834	$	(2,767,338	)	$	3,552,220	$	3,086,831	$	3,752,626	$	684,079	$	(3,046,362	)	$	4,477,174

Current liabilities	$	43,159	$	151,378	$	22,753	$	—		$	217,290	$	54,422	$	178,758	$	28,756	$	—		$	261,936
Intercompany payables		—		215,636		25,000		(240,636	)		—		—		63,442		25,000		(88,442	)		—
Long-term debt, less current maturities		1,814,801		375,000		309		—			2,190,110		1,992,301		375,000		600,133		—			2,967,434
Deferred income tax liabilities		—		213,569		—		(45,974	)		167,595		—		221,139		—		(26,649	)		194,490
Other accrued liabilities		3,791		12,019		2,784		—			18,594		4,036		13,127		—		—			17,163
Stockholders’ equity		958,552		2,444,819		35,988		(2,480,728	)		958,631		1,036,072		2,901,160		30,190		(2,931,271	)		1,036,151
Total liabilities and stockholders’ equity	$	2,820,303	$	3,412,421	$	86,834	$	(2,767,338	)	$	3,552,220	$	3,086,831	$	3,752,626	$	684,079	$	(3,046,362	)	$	4,477,174

The consolidating condensed balance sheet as of December 31, 2017 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)											(in thousands)
Current assets	$	27,572	$	201,321	$	22,139	$	—		$	251,032	$	27,572	$	201,321	$	22,139	$	—		$	251,032
Intercompany receivables		274,148		—		34,492		(308,640	)		—		274,148		—		34,492		(308,640	)		—
Investments in subsidiaries		2,437,287		—		—		(2,437,287	)		—		2,437,287		—		—		(2,437,287	)		—
Property and equipment, net		12,042		1,483,473		7,302		—			1,502,817		12,042		1,483,473		7,302		—			1,502,817
Other assets		37,458		1,764,291		27,283		(36,409	)		1,792,623		37,458		1,764,291		27,283		(36,409	)		1,792,623
Total assets	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472

Current liabilities	$	28,676	$	169,348	$	25,726	$	—		$	223,750	$	28,677	$	169,348	$	25,726	$	—		$	223,751
Intercompany payables		—		283,640		25,000		(308,640	)		—		—		283,640		25,000		(308,640	)		—
Long-term debt, less current maturities		1,814,185		375,000		393		—			2,189,578		1,814,185		375,000		393		—			2,189,578
Deferred income tax liabilities		—		199,376		—		(36,409	)		162,967		—		199,376		—		(36,409	)		162,967
Other accrued liabilities		4,127		19,624		4,828		—			28,579		4,127		19,624		4,828		—			28,579
Stockholders’ equity		941,519		2,402,097		35,269		(2,437,287	)		941,598		941,518		2,402,097		35,269		(2,437,287	)		941,597
Total liabilities and stockholders’ equity	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472

The consolidating condensed statement of operations for the three months ended September 30, 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	$	—		$	359,897		$	8,272		$	—		$	368,169
Non-gaming		10			116,639			2,435			—			119,084
Net revenues		10			476,536			10,707			—			487,253

Operating expenses:
Gaming and pari-mutuel commissions		—			174,602			5,460			—			180,062
Non-gaming		—			68,046			627			—			68,673
Marketing and promotions		—			22,687			435			—			23,122
General and administrative		—			73,755			1,844			—			75,599
Corporate		8,596			94			527			—			9,217
Impairment charges		—			—			3,787			—			3,787
Management fee		(7,067	)	��	7,067			—			—			—
Depreciation and amortization		923			34,782			55			—			35,760
Total operating expenses		2,452			381,033			12,735			—			396,220

Loss on sale of asset or disposal of property and equipment		—			(101	)		(9	)		—			(110	)
Proceeds from terminated sale		5,000			—			—						5,000
Transaction expenses		(4,090	)		(1	)		—			—			(4,091	)
Equity in loss of unconsolidated affiliate		—			(63	)		—			—			(63	)
Operating (loss) income		(1,532	)		95,338			(2,037	)		—			91,769

Interest expense, net		(26,482	)		(6,088	)		(1,515	)		—			(34,085	)
Subsidiary income (loss)		60,864			—			—			(60,864	)		—
Income (loss) before income taxes		32,850			89,250			(3,552	)		(60,864	)		57,684
Income tax benefit (provision)		4,854			(25,778	)		944			—			(19,980	)
Net income (loss)	$	37,704		$	63,472		$	(2,608	)	$	(60,864	)	$	37,704

The consolidating condensed statement of operations for the three months ended ~~March 31, 2018~~September 30, 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, unaudited)															(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	335,793		$	7,735		$	—		$	343,528		$	—		$	343,825		$	8,823		$	—		$	352,648
Non-gaming		—			94,023			2,641			—			96,664			—			117,347			2,883			—			120,230
Net revenues		—			429,816			10,376			—			440,192			—			461,172			11,706			—			472,878

Operating expenses:
Gaming and pari-mutuel commissions		—			164,303			5,248			—			169,551			—			168,102			5,877			—			173,979
Non-gaming		—			63,975			712			—			64,687			—			75,445			920			—			76,365
Marketing and promotions		—			20,835			466			—			21,301			—			25,623			816			—			26,439
General and administrative		—			72,427			1,775			—			74,202			—			73,840			1,810			—			75,650
Corporate		10,294			322			953			—			11,569			7,865			(1,464	)		1,317			—			7,718
Impairment charges		—			9,815			—			—			9,815
Management fee		(5,137	)		5,137			—			—			—			(7,666	)		7,366			300			—			—
Depreciation and amortization		772			30,601			161			—			31,534			303			28,675			144			—			29,122
Total operating expenses		5,929			367,415			9,315			—			382,659			502			377,587			11,184			—			389,273

Loss on sale of asset or disposal of property and equipment		—			(706	)		—			—			(706	)
Gain on sale of asset or disposal of property and equipment																	—			4			—			—			4
Transaction expenses		(2,118	)		(430	)		—			—			(2,548	)		(455	)		(1,639	)		—			—			(2,094	)
Equity in loss of unconsolidated affiliate		—			(85	)		—			—			(85	)		—			(23	)		—			—			(23	)
Operating (loss) income		(8,047	)		61,180			1,061			—			54,194			(957	)		81,927			522			—			81,492

Interest expense, net		(24,432	)		(6,286	)		(533	)		—			(31,251	)		(22,583	)		(6,184	)		(416	)		—			(29,183	)
Loss on early retirement of debt, net																	(10,030	)		—			—			—			(10,030	)
Subsidiary income (loss)		43,305			—			—			(43,305	)		—			51,738			—			—			(51,738	)		—
Income (loss) before income taxes		10,826			54,894			528			(43,305	)		22,943
(Loss) income before income taxes																	18,168			75,743			106			(51,738	)		42,279
Income tax benefit (provision)		10,029			(12,303	)		186			—			(2,088	)		11,519			(24,085	)		(26	)		—			(12,592	)
Net income (loss)	$	20,855		$	42,591		$	714		$	(43,305	)	$	20,855
Net (loss) income																$	29,687		$	51,658		$	80		$	(51,738	)	$	29,687

The consolidating condensed statement of operations for the ~~three~~nine months ended ~~March 31,~~September 30, 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	$	—		$	1,036,650		$	23,767		$	—		$	1,060,417
Non-gaming		10			316,216			7,604			—			323,830
Net revenues		10			1,352,866			31,371			—			1,384,247

Operating expenses:
Gaming and pari-mutuel commissions		—			503,741			15,817			—			519,558
Non-gaming		—			198,113			2,022			—			200,135
Marketing and promotions		—			64,943			1,312			—			66,255
General and administrative		—			218,054			5,492			—			223,546
Corporate		30,148			751			2,119			—			33,018
Impairment charges		—			9,815			3,787			—			13,602
Management fee		(19,234	)		19,234			—			—			—
Depreciation and amortization		2,646			96,180			378			—			99,204
Total operating expenses		13,560			1,110,831			30,927			—			1,155,318

Loss on sale of asset or disposal of property and equipment		—			(386	)		(7	)		—			(393	)
Proceeds from terminated sale		5,000			—									5,000
Transaction expenses		(9,543	)		(500	)		—			—			(10,043	)
Equity in loss of unconsolidated affiliate		—			(116	)		—			—			(116	)
Operating (loss) income		(18,093	)		241,033			437			—			223,377

Interest expense, net		(75,827	)		(18,293	)		(2,459	)		—			(96,579	)
Loss on early retirement of debt, net		(162	)		—			—			—			(162	)
Subsidiary income (loss)		164,940			—			—			(164,940	)		—
Income (loss) before income taxes		70,858			222,740			(2,022	)		(164,940	)		126,636
Income tax benefit (provision)		24,497			(56,519	)		741			—			(31,281	)
Net income (loss)	$	95,355		$	166,221		$	(1,281	)	$	(164,940	)	$	95,355

The consolidating condensed statement of operations for the nine months ended September 30, 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, unaudited)														(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	142,185		$	5	$	—		$	142,190		$	—		$	760,033		$	14,510		$	—		$	774,543
Non-gaming		—			60,145			58		—			60,203			—			271,515			4,839			—			276,354
Net revenues		—			202,330			63		—			202,393			—			1,031,548			19,349			—			1,050,897

Operating expenses:
Gaming and pari-mutuel commissions		—			81,188			—		—			81,188			—			389,182			9,722			—			398,904
Non-gaming		—			41,266			—		—			41,266			—			178,036			1,569			—			179,605
Marketing and promotions		—			10,125			4		—			10,129			—			56,641			1,458			—			58,099
General and administrative		—			31,800			—		—			31,800			—			165,279			3,060			—			168,339
Corporate		6,574			—			—		—			6,574			21,413			(1,791	)		2,112			—			21,734
Management fee		(6,574	)		6,574			—		—			—			(21,214	)		20,714			500			—			—
Depreciation and amortization		149			15,455			—		—			15,604			635			68,767			233			—			69,635
Total operating expenses		149			186,408			4		—			186,561			834			876,828			18,654			—			896,316

Loss on sale of asset or disposal of property and equipment		—			32			—		—			32			(21	)		(30	)		—			—			(51	)
Transaction expenses		(1,614	)		—			—		—			(1,614	)		(69,628	)		(19,544	)		—			—			(89,172	)
Equity in loss of unconsolidated affiliate		—			(222	)		—		—			(222	)		—			(305	)		—			—			(305	)
Operating (loss) income		(1,763	)		15,732			59		—			14,028			(70,483	)		134,841			695			—			65,053

Interest expense, net		(6,089	)		(6,581	)		—		—			(12,670	)		(49,576	)		(19,110	)		(694	)		—			(69,380	)
Loss on early retirement of debt, net																(37,347	)		—			—			—			(37,347	)
Subsidiary income (loss)		9,255			—			—		(9,255	)		—			77,393			—			—			(77,393	)		—
Income (loss) before income taxes		1,403			9,151			59		(9,255	)		1,358
Income tax (provision) benefit		(458	)		45			—		—			(413	)
Net income (loss)	$	945		$	9,196		$	59	$	(9,255	)	$	945
(Loss) income before income taxes																(80,013	)		115,731			1			(77,393	)		(41,674	)
Income tax benefit (provision)																64,455			(38,405	)		66			—			26,116
Net (loss) income															$	(15,558	)	$	77,326		$	67		$	(77,393	)	$	(15,558	)

The consolidating condensed statement of cash flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 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, unaudited)															(in thousands)
Net cash (used in) provided by operating activities		$	(7,128	)	$	87,253		$	(2,118	)	$	—	$	78,007			$	(22,743	)	$	283,414		$	2,777		$	—	$	263,448
INVESTING ACTIVITIES:
Purchase of property and equipment, net			(1,233	)		(19,011	)		(1,027	)		—		(21,271	)			(2,620	)		(85,384	)		(1,078	)		—		(89,082	)
Proceeds from sale of property and equipment			—			150			—			—		150				—			920			—			—		920
Net cash provided by (used in) investing activities			(1,233	)		(18,861	)		(1,027	)		—		(21,121	)
Cash (used in) provided by business combinations																		(328,925	)		22,651			—			—		(306,274	)
Investment in and loans to unconsolidated affiliate																		—			(698	)		—			—		(698	)
Net cash used in investing activities																		(331,545	)		(62,511	)		(1,078	)		—		(395,134	)
FINANCING ACTIVITIES:
Proceeds from issuance of 6% Senior Notes due 2026																		—			—			600,000			—		600,000
Borrowings under Revolving Credit Facility																		215,358			—			—			—		215,358
Payments under Revolving Credit Facility																		(35,358	)		—			—			—		(35,358	)
Net proceeds from (payments to) related parties			62,560			(66,660	)		4,100			—		—				208,772			(215,048	)		6,276			—		—
Payment of other long-term obligation			(22	)		—			—			—		(22	)
Payments on capital leases			—			(78	)		(70	)		—		(148	)
Payments on other long-term payables																		(67	)		(217	)		(217	)		—		(501	)
Debt issuance costs			(304	)		—			—			—		(304	)			(5,401	)		—			—			—		(5,401	)
Taxes paid related to net share settlement of equity awards			(7,502	)		—			—			—		(7,502	)			(10,601	)		—			—			—		(10,601	)
Proceeds from exercise of stock options																		154			—			—			—		154
Net cash provided by (used in) financing activities			54,732			(66,738	)		4,030			—		(7,976	)			372,857			(215,265	)		606,059			—		763,651
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			46,371			1,654			885			—		48,910
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR			13,836			118,483			15,430			—		147,749
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD		$	60,207		$	120,137		$	16,315		$	—	$	196,659
Increase in cash, cash equivalents and restricted cash																		18,569			5,638			607,758			—		631,965
Cash, cash equivalents and restricted cash, beginning of period																		13,837			118,483			15,429			—		147,749
Cash, cash equivalents and restricted cash, end of period																	$	32,406		$	124,121		$	623,187		$	—	$	779,714

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:	RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:															RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents		$	59,490		$	116,394		$	7,254		$	—	$	183,138			$	31,688		$	122,451			9,947		$	—	$	164,086
Restricted cash			717			2,743			199			—		3,659				718			670			234			—		1,622
Restricted cash included in other noncurrent assets			—			1,000			8,862			—		9,862
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH		$	60,207		$	120,137		$	16,315		$	—	$	196,659
Restricted and escrow cash included in other noncurrent assets																		—			1,000			613,006			—		614,006
Total cash, cash equivalents and restricted cash																	$	32,406		$	124,121		$	623,187		$	—	$	779,714

The consolidating condensed statement of cash flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 is as follows:

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

(in thousands, unaudited)

Net cash (used in) provided by
   operating activities

$

(2,768
)

$

7,862

$

89

$

—

$

5,183

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(151
)

(6,055
)

—

—

(6,206
)
Proceeds from sale of property and
   equipment

—

32

—

—

32

(Decrease) increase in other assets, net

(565
)

417

—

—

(148
)
Cash escrow related to acquisition

(376,750
)

—

—

—

(376,750
)
Net cash used in investing activities

(377,466
)

(5,606
)

—

—

(383,072
)
FINANCING ACTIVITIES:

Proceeds from issuance of 6% Senior Notes

375,000

—

—

—

375,000

Payments under Term Loan

(1,063
)

—

—

—

(1,063
)
Borrowings under Prior Revolving Credit
   Facility

23,000

—

—

—

23,000

Payments under Prior Revolving Credit
   Facility

(29,000
)

—

—

—

(29,000
)
Principal payments on capital leases

—

(94
)

—

—

(94
)
Debt issuance costs

(7,016
)

—

—

—

(7,016
)
Net proceeds from (payments to)
   related parties

18,746

(18,634
)

(112
)

—

—

Taxes paid related to net share settlement
   of equity awards

(179
)

—

—

—

(179
)
Proceeds from exercise of stock options

434

—

—

—

434

Net cash provided by (used in)
   financing activities

379,922

(18,728
)

(112
)

—

361,082

INCREASE IN CASH, CASH
   EQUIVALENTS AND
   RESTRICTED CASH

(312
)

(16,472
)

(23
)

—

(16,807
)
CASH, CASH EQUIVALENTS AND
   RESTRICTED CASH, BEGINNING OF
   YEAR

1,409

61,702

332

—

63,443

CASH, CASH EQUIVALENTS AND
   RESTRICTED CASH, END OF PERIOD

$

1,097

$

45,230

$

309

$

—

$

46,636

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED
   CONSOLIDATED BALANCE SHEETS:

Cash and cash equivalents

$

419

$

43,846

$

309

$

—

$

44,574

Restricted cash

678

1,384

—

—

2,062

TOTAL CASH, CASH EQUIVALENTS
   AND RESTRICTED CASH

$

1,097

$

45,230

$

309

$

—

$

46,636

	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	$	(64,274	)	$	131,253		$	4,652		$	—	$	71,631
INVESTING ACTIVITIES:
Purchase of property and equipment, net		(4,128	)		(48,439	)		(363	)		—		(52,930	)
Cash (used in) provided by business combinations		(1,355,371	)		37,103			5,216			—		(1,313,052	)
Net cash used in investing activities		(1,359,499	)		(11,336	)		4,853			—		(1,365,982	)
FINANCING ACTIVITIES:
Proceeds from issuance of Term Loan		1,450,000			—			—			—		1,450,000
Proceeds from issuance of 6% Senior Notes Due 2025		875,000			—			—			—		875,000
Borrowings under Revolving Credit Facility		207,953			—			—			—		207,953
Payments under Term Loan		(866,750	)		—			—			—		(866,750	)
Payments under Revolving Credit Facility		(236,953	)		—			—			—		(236,953	)
Net (payments to) proceeds from related parties		41,526			(46,694	)		5,168			—		—
Debt premium proceeds		27,500											27,500
Payments on other long-term payables		(23	)		(242	)		(105	)		—		(370	)
Debt issuance costs		(51,338	)		—			—			—		(51,338	)
Taxes paid related to net share settlement of equity awards		(10,927	)		—			—			—		(10,927	)
Proceeds from exercise of stock options		2,900			—			—			—		2,900
Net cash provided by (used in) financing activities		1,438,888			(46,936	)		5,063			—		1,397,015
Increase in cash, cash equivalents and restricted cash		15,115			72,981			14,568			—		102,664
Cash, cash equivalents and restricted cash, beginning of period		1,410			61,702			332			—		63,444
Cash, cash equivalents and restricted cash, end of period	$	16,525		$	134,683		$	14,900		$	—	$	166,108

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	15,775		$	113,302		$	5,826		$	—	$	134,903
Restricted cash		750			20,381			177			—		21,308
Restricted cash included in other noncurrent assets		—			1,000			8,897			—		9,897
Total cash, cash equivalents and restricted cash	$	16,525		$	134,683		$	14,900		$	—	$	166,108

On April 16, 2018, the Company announced that it entered into a definitive agreement to acquire the Grand Victoria Casino in Elgin, Illinois for $327.5 million in cash, subject to a customary working capital adjustment (the “Grand Victoria Acquisition”). The Company intends to fund the consideration payable in the Grand Victoria Acquisition using cash from currently pending asset sales, cash from ongoing operations and borrowings under its revolving credit facility.

Also on April 16, 2018, the Company announced that it entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction that is valued at $1.85 billion. The definitive agreement provides that Gaming and Leisure Properties (“GLPI”) will pay $1.21 billion, excluding taxes and expenses, for substantially all of Tropicana’s real estate, will enter into a master lease with the Company for the acquired real estate, and the Company will fund the remaining $640 million of cash consideration payable in the acquisition (the “Tropicana Acquisition” and, together with the Elgin Acquisition, the “Acquisitions”). Pursuant to the transaction, GLPI is expected to acquire the real estate associated with the Tropicana property portfolio, except the MontBleu Casino Resort & Spa in South Lake Tahoe and the Tropicana Aruba Resort and Casino. Following the acquisition of the real estate portfolio by GLPI, the Company will enter into a triple net master lease for the acquired properties with an initial term of 15 years, with renewals of up to 20 years at the Company’s option. The initial annual rent under the terms of the lease is expected to be approximately $110 million. Tropicana intends to dispose of Tropicana Aruba Resort and Casino prior to closing.

The Company intends to fund the consideration of approximately $640 million payable by the Company in the Tropicana Acquisition and repay debt outstanding under Tropicana’s credit facility with cash generated from our current operations, proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and $600 million of committed debt financing. In addition, the Company has obtained commitments to increase its revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition and expects to extend the maturity of the revolving credit facility to five years following the consummation of the Tropicana Acquisition.

The Acquisitions are expected to close in the fourth quarter of 2018, subject to satisfaction of customary closing conditions including receipt of required regulatory approvals and termination of the waiting period under the Hart-Scott-Rodino Act.

Transaction expenses attributed to the Grand Victoria Acquisition and the Tropicana Acquisition totaled $0.6 million and $1.0 million, respectively, for the three months ended March 31, 2018. As of March 31, 2018, $0.4 million and $0.8 million of accrued costs and expenses related to the Grand Victoria Acquisition and Tropicana Acquisition, respectively, are included in accrued other liabilities.

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

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~~that owned and ~~operating 20~~operated 21 gaming facilities in ~~10 states.~~11 states as of September 30, 2018. Our properties, which are located in Ohio, Louisiana, Nevada, Pennsylvania, West Virginia, Colorado, Florida, Iowa, Illinois, Mississippi and Missouri, feature approximately 21,000 slot machines and video lottery terminals, approximately 600 table games and over 7,000 hotel ~~rooms.~~rooms as of September 30, 2018. Our primary source of revenue is generated by gaming operations and we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

We were founded in 1973 by the Carano Family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International on the Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we acquired 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 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.

~~We own~~On August 7, 2018, the Company completed its previously announced acquisition of the outstanding partnership interests of Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino, an Illinois partnership (“Elgin”), the owner of Grand Victoria Casino, located in Elgin, Illinois (the “Elgin Acquisition”).

As of September 30, 2018, ERI owned and ~~operate~~operated the following properties:

~~Pending~~ The Company has entered into definitive agreements to sell Presque Isle Downs and Lady Luck Nemacolin.

On ~~April 16,~~August 7, 2018, we completed our previously announced ~~that we entered into a definitive agreement to acquire~~acquisition of the Grand Victoria Casino in Elgin, ~~Illinois~~Illinois. We purchased Elgin for $327.5 million ~~in cash. We intend to fund the proposed transaction using cash from pending asset sales, cash from ongoing operations~~ and ~~borrowings under our revolving credit facility. The transaction is expected to close in the fourth quarter of 2018,~~an estimated $1.4 working capital adjustment subject to ~~regulatory approvals and other customary closing conditions and is subject to a customary working capital adjustment.~~finalization within 100 days of the Elgin Acquisition date.

~~Also on~~On April ~~16,~~15, 2018 wethe Company announced that weit entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction ~~that is~~ valued at $1.85 billion. ~~The definitive agreement provides that~~At the closing of the transaction on October 1, 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 ~~will pay $1.21 billion, excluding taxes and expenses, for~~(“GLPI”) acquired substantially all of Tropicana’s real estate, and enter into a master lease with us for the acquired real estate and that we will fund the remaining $640 million of cash consideration payable in the acquisition. Pursuant to the transaction, Gaming and Leisure Properties is expected to acquireother than the real estate ~~associated with the Tropicana property portfolio, except the~~underlying MontBleu Casino Resort & Spa ~~in South Lake Tahoe~~and Lumière Place Casino and Hotel (“Lumière Place”), for approximately $964 million and the Company acquired the real estate underlying Lumière Place for $246 million. The Company also entered into a 15-year master lease with GLPI pursuant to which the Company will lease the Tropicana ~~Aruba Resort~~real estate acquired by GLPI. The Company funded the purchase of the real estate underlying Lumière Place with the proceeds of a $246 million loan from GLPI and ~~Casino.~~ funded the $640 million of consideration payable by the Company and the repayment of amounts outstanding under the Tropicana credit facility 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 of 6% senior notes due 2026. In addition, the Company’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective October 1, 2018 and the maturity of the revolving credit facility was extended to October 1, 2023.

Transaction expenses related to the Tropicana Acquisition for the three and nine months ended September 30, 2018 totaled $2.0 million and $5.5 million, respectively. As of September 30, 2018, $1.2 million of accrued costs and expenses related to the Tropicana Acquisition are included in accrued other liabilities.

Following the acquisition of the real estate portfolio by ~~Gaming and Leisure Properties, we will enter~~GLPI, the Company entered into a triple net master lease for the Tropicana properties acquired ~~properties~~by GLPI with an initial term of 15 years, with renewals of up to 20 years at ~~our option.~~the Company’s option (“Master Lease”). 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 initial annual rent under the terms of the lease is expected to be approximately ~~$110~~$87.6 million. ~~Tropicana intends~~The Company does not have the ability to ~~dispose of Tropicana Aruba Resort and Casino~~terminate the obligations under the Master Lease prior to ~~closing.~~its expiration without GLPI’s consent.

In connection with the purchase of the real estate related to Lumière Place, 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 Place 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 ~~approximately $640 million payable by us~~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 ~~repay debt outstanding~~the rent under Tropicana’s credit facility with cash generated from our current operations, proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and $600 million of committed debt financing. In addition,the Master Lease will automatically increase, subject to certain escalations.

On September 5, 2018 the Company ~~has obtained commitments~~announced that it had entered into a definitive agreement pursuant to ~~increase~~which, subject to receipt of all necessary regulatory approvals, William Hill US will become the Company’s exclusive sports betting operator for a period of 25 years at its ~~revolving credit facility from $300 million~~properties in jurisdictions where sports betting is legal. The Company will also work with William Hill US to ~~$500 million effective at~~leverage its licenses to operate mobile and online sports wagering operations in the ~~time~~United States. At the closing of the ~~consummation~~transactions contemplated by the agreement, the Company will receive a 20% equity stake in William Hill US as well as ordinary shares of William Hill PLC (LON: WMH) with a value of $50.0 million (based on the 60 day volume-weighted average trading price of William Hill PLC shares ending on September 4, 2018). Pursuant to the terms of the ~~Tropicana transaction and expects~~agreement, the Company will have the opportunity to ~~extend the maturity~~sell its equity in William Hill US following a public offering of William Hill US or through a conversion of the ~~revolving credit facility~~20% equity stake to William Hill PLC shares or cash at William Hill’s discretion after five ~~years following~~years. The transaction is expected to close in the ~~consummation~~first quarter of ~~the Tropicana transaction.~~2019.

On February 28, 2018, wethe Company entered into definitive agreements to sell substantially all of the assets and liabilities of Presque Isle Downs and Vicksburg to Churchill Downs ~~Incorporated.~~Incorporated (“CDI”). Under the terms of the agreements, ~~Churchill Downs Incorporated. will~~CDI agreed to purchase Presque Isle Downs 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. ~~Additionally,~~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 ~~related~~due to ~~Vicksburg.~~the carrying value exceeding the estimated net sales proceeds.

~~Both transactions are~~The definitive agreements provided that the dispositions were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions, including, in the case of Presque Isle Downs, 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 ~~(“FTC”)~~ in connection with ~~the FTC’s~~its review of the Vicksburg acquisition. ~~The Second Request was issued under~~

On July 6, 2018, in consideration of the ~~Hart-Scott-Rodino Act. Issuance of~~time and expense needed to reply to the Second Request, ~~extends the waiting period under the Hart-Scott-Rodino Act until 30 days after~~ the Company and CDI ~~have substantially complied with the Second Request, unless the waiting period is extended voluntarily by~~entered into a termination agreement and release pursuant to which the parties ~~or terminated earlier by~~agreed to terminate the ~~FTC.~~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. 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 ~~continue~~agreed to ~~cooperate fully with~~purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

Both transactions are expected to close in the ~~third or~~ fourth quarter of 2018 or first quarter of 2019, subject to satisfaction of closing conditions, ~~(including termination~~including receipt of the waiting period under the Hart-Scott-Rodino Act and, in the case of Presque Isle Downs, the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company.Pennsylvania regulatory approvals.

~~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,~~As of June 30, 2018, the Company’s principal operating activities occurred in ~~three geographic regions: Nevada, Louisiana and parts of the eastern United States. Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in~~ four geographic regions and reportable segments. Due to the Elgin Acquisition and Tropicana Acquisition, a fifth segment, Central, has been 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 previously reported~~These segments ~~Nevada, Louisiana, and Eastern, are now included in the West, South, and East segments, respectively, which~~as of September 30, 2018 are summarized as ~~follows, along with the Midwest segment.~~follows:

The financial information included in this Item 2 for periods prior to our ~~acquisition~~acquisitions of Isle and Elgin are those of ERI and its subsidiaries. The presentation of information herein for periods prior to our ~~acquisition~~acquisitions of Isle and Elgin and after our ~~acquisition~~acquisitions of Isle and Elgin are not fully comparable because the results of operations for Isle and Elgin are not included for periods prior to our ~~acquisition~~acquisitions of ~~Isle.~~Isle and Elgin.

Our primary source of revenue is generated by our gaming operations, but we use our hotels, restaurants, bars, entertainment, retail shops, racing and other services to attract customers to our properties. Our operating results are highly dependent on the volume 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 for the three and nine months ended ~~March 31,~~September 30, 2018 and 2017.

Isle on May 1, 2017. Transaction expenses related to our acquisition of Isle for legal, accounting, financial advisory services, severance, stock awards and other costs totaled ~~$1.0~~$1.2 million for nine months ended September 30, 2018 and $2.1 million and ~~$1.6~~$89.2 million for the three and nine months ended ~~March 31, 2018 and~~September 30, 2017, 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, Lake Charles is no longer classified as an asset held for sale and as discontinued operations, and is included in our results of operations for the three and nine months ended ~~March 31, 2018.~~September 30, 2018 and 2017.

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 ~~reducing~~CDI, an impairment charge totaling $9.8 million was recorded due to the ~~U.S. federal corporate tax rate from 35%~~carrying value exceeding the estimated net sales proceeds. Effective July 6, 2018, the sale of Vicksburg was terminated, and Vicksburg was no longer presented as an asset held for sale as of September 30, 2018. In connection with this termination, CDI paid us a $5.0 million termination fee, which is included in operating income for the nine months ended September 30, 2018.

On August 10, 2018, we entered into an agreement to ~~21%~~sell our rights and ~~has a positive impact on~~obligations to operate Nemacolin. Due to the carrying value of the property and equipment being sold exceeding the estimated net ~~income.~~sales proceeds, we also recorded an impairment charge for three and nine months ended September 30, 2018 totaling $3.8 million related to Nemacolin.

Additionally, our operations were impacted system wide by challenging weather in January and February of 2018 as well as our Reno operations in March of 2018.

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.

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

	Three Months Ended							Three Months Ended							Nine Months Ended
	March 31,				Percent			September 30,							September 30,
	2018		2017		Change			2018		2017		Change			2018		2017			Change
Net revenues	$	440,192	$	202,393		117.5	%	$	487,253	$	472,878		3.0	%	$	1,384,247	$	1,050,897			31.7	%
Operating income		54,194		14,028		286.3	%		91,769		81,492		12.6	%		223,377		65,053			243.4	%
Net income		20,855		945		2,106.9	%
Net income (loss)									37,704		29,687		27.0	%		95,355		(15,558	)		712.9	%

Operating Results. For the three and nine months ended September 30, 2018 compared to the same prior year period, Elgin contributed incremental net revenues totaling $23.9 million. For the nine months ended September 30, 2018 compared to the same prior year period, Isle contributed ~~$231.9~~$307.7 million of incremental net revenues ~~during the three months ended March 31,~~from January 1, 2018 ~~consisting primarily~~through April 30, 2018 (the comparative period preceding our acquisition of ~~gaming revenues.~~Isle on May 1, 2017). Including ~~the~~ incremental Elgin and Isle net revenues, net revenues increased ~~117.5%~~3.0% and 31.7%, respectively, for the three and nine months ended ~~March 31,~~September 30, 2018 compared to the ~~three months ended March 31, 2017.~~same prior year periods. Incremental Elgin and Isle net revenues in both periods consisted primarily of gaming revenues. Excluding incremental Elgin and Isle net revenues, net revenues ~~increased 2.9%~~decreased 2.0% and remained flat, respectively, for the three and nine months ended ~~March 31,~~September 30, 2018 compared to the ~~three months ended March 31, 2017 primarily due to growth in the West region.~~same prior year periods.

Operating income increased ~~286.3%~~$10.3 million and $158.3, respectively, for the three and nine months ended ~~March 31,~~September 30, 2018 compared to the ~~three months ended March 31, 2017. This increase was primarily due~~same prior year periods. In addition to ~~$39.2 million of~~the incremental operating income contributed by the acquired Isle ~~for~~properties and Elgin, these increases over prior year were mainly due to the significant amount of Isle transaction expenses incurred during the three and nine months ended ~~March 31, 2018.~~September 30, 2017.

Net income increased ~~$19.9~~$8.0 million and $110.9 million for the three and nine months ended ~~March 31,~~September 30, 2018, respectively, compared to the ~~three months ended March 31, 2017 primarily~~same prior year periods. These increases were due to ~~incremental~~the same factors impacting operating income ~~contributed by Isle~~combined with the loss on the early retirement of debt for the three and nine months ended ~~March 31, 2018~~September 30, 2017 associated with our refinancing completed in May of 2017. These increases were partially offset by higher interest expense ~~attributable to additional~~during the 2018 periods resulting from increased debt ~~incurred associated~~following our acquisition of Isle along with ~~the Isle Acquisition.~~increases in our tax provision.

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

	Net Revenues for the Three Months Ended March 31,				Operating Income for the Three Months Ended March 31,						Net Revenues for the Three Months Ended September 30,				Operating Income (Loss) for the Three Months Ended September 30,
	2018		2017		2018			2017			2018		2017		2018			2017
West	$	99,579	$	63,488	$	10,139		$	1,355		$	129,092	$	134,324	$	31,894		$	32,657
Midwest		100,795		—		26,676			—			99,834		103,651		26,637			24,264
South		122,800		32,560		13,359			5,918			106,569		107,934		16,176			13,682
East		116,891		106,287		19,131			15,034			127,722		126,796		23,637			21,215
Central												23,897		—		2,868			—
Corporate		127		58		(15,111	)		(8,279	)		139		173		(9,443	)		(10,326	)
Total	$	440,192	$	202,393	$	54,194		$	14,028		$	487,253	$	472,878	$	91,769		$	81,492

											Net Revenues for the Nine Months Ended September 30,				Operating Income (Loss) for the Nine Months Ended September 30,
											2018		2017		2018			2017
West											$	346,550	$	297,564	$	63,898		$	50,590
Midwest												301,235		171,292		80,725			39,676
South												341,612		228,954		50,099			32,210
East												370,576		352,721		67,164			54,411
Central												23,897		—		2,868			—
Corporate												377		366		(41,377	)		(111,834	)
Total											$	1,384,247	$	1,050,897	$	223,377		$	65,053

Three Months Ended ~~March 31,~~September 30, 2018 Compared to the Three Months Ended ~~March 31,~~September 30, 2017

	Three Months Ended									Three Months Ended
	March 31,						Percent			September 30,							Percent
	2018		2017		Variance		Change			2018		2017		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	49,734	$	23,833	$	25,901		108.7	%	$	60,912	$	63,501	$	(2,589	)		(4.1	)	%
Midwest		88,359		—		88,359		100.0	%		86,331		89,482		(3,151	)		(3.5	)	%
South		100,918		23,169		77,749		335.6	%		86,153		86,213		(60	)		(0.1	)	%
East		104,517		95,188		9,329		9.8	%		113,075		113,452		(377	)		(0.3	)	%
Central											21,698		—		21,698			100.0		%
Total Gaming and Pari-Mutuel Commissions		343,528		142,190		201,338		141.6	%		368,169		352,648		15,521			4.4		%
Non-gaming:
West		49,845		39,655		10,190		25.7	%		68,180		70,823		(2,643	)		(3.7	)	%
Midwest		12,436		—		12,436		100.0	%		13,503		14,169		(666	)		(4.7	)	%
South		21,882		9,391		12,491		133.0	%		20,416		21,721		(1,305	)		(6.0	)	%
East		12,374		11,099		1,275		11.5	%		14,647		13,344		1,303			9.8		%
Central											2,199		—		2,199			100.0		%
Corporate		127		58		69		119.0	%		139		173		(34	)		(19.7	)	%
Total Non-gaming		96,664		60,203		36,461		60.6	%		119,084		120,230		(1,146	)		(1.0	)	%
Total Net Revenues		440,192		202,393		237,799		117.5	%		487,253		472,878		14,375			3.0		%
Expenses:
Gaming and Pari-Mutuel Commissions:
West		20,398		10,653		9,745		91.5	%		21,605		23,314		(1,709	)		(7.3	)	%
Midwest		35,944		—		35,944		100.0	%		35,687		37,481		(1,794	)		(4.8	)	%
South		48,356		12,228		36,128		295.5	%		41,513		43,234		(1,721	)		(4.0	)	%
East		64,853		58,307		6,546		11.2	%		70,645		69,950		695			1.0		%
Central											10,612		—		10,612			100.0		%
Total Gaming and Pari-Mutuel Commissions		169,551		81,188		88,363		108.8	%		180,062		173,979		6,083			3.5		%
Non-gaming
West		33,743		27,921		5,822		20.9	%		37,111		41,124		(4,013	)		(9.8	)	%
Midwest		8,153		—		8,153		100.0	%		7,572		9,877		(2,305	)		(23.3	)	%
South		14,557		5,617		8,940		159.2	%		13,217		15,552		(2,335	)		(15.0	)	%
East		8,234		7,728		506		6.5	%		8,744		9,812		(1,068	)		(10.9	)	%
Central											2,029		—		2,029			100.0		%
Total Non-gaming		64,687		41,266		23,421		56.8	%		68,673		76,365		(7,692	)		(10.1	)	%

Marketing and promotions		21,301		10,129		11,172		110.3	%		23,122		26,439		(3,317	)		(12.5	)	%
General and administrative		74,202		31,800		42,402		133.3	%		75,599		75,650		(51	)		(0.1	)	%
Corporate		11,569		6,574		4,995		76.0	%		9,217		7,718		1,499			19.4		%
Impairment charges		9,815		—		9,815		100.0	%		3,787		—		3,787			100.0		%
Depreciation and amortization		31,534		15,604		15,930		102.1	%		35,760		29,122		6,638			22.8		%
Total Operating Expenses	$	382,659	$	186,561	$	196,098		105.1	%	$	396,220	$	389,273	$	6,947			1.8		%

Gaming Revenues and Pari-Mutuel Commissions. Elgin contributed $21.7 million of incremental gaming revenues and pari-mutuel commissions for the three months ended September 30, 2018 resulting in an increase of 4.4% compared to the same prior year period.

Excluding incremental Elgin gaming revenues and pari-mutuel commissions, gaming revenues and pari-mutuel commissions decreased 1.8% for the three months ended September 30, 2018 compared to the same prior year period due to decreased revenues in all segments. This decline was primarily due to reductions in free play associated with unprofitable play.

Non-gaming Revenues. Elgin contributed $2.2 million of incremental non-gaming revenues for the three months ended September 30, 2018. Despite the incremental revenues, non-gaming revenues decreased 1.0% over the same prior year period.

Excluding incremental Elgin non-gaming revenues, non-gaming revenues decreased 1.8% for the three months ended September 30, 2018 compared to the same prior year period. Decreased non-gaming revenues in the West, Midwest, and South resulting from reductions in promotional offers were partially offset by increased non-gaming revenues in the East.

Gaming Expenses and Pari-Mutuel Commissions. Elgin contributed $10.6 million of incremental gaming expenses and pari-mutuel commissions for the three months ended September 30, 2018 resulting in an increase of 3.5% in gaming expenses and pari-mutuel commissions over the same prior year period.

Excluding incremental Elgin gaming expenses and pari-mutuel commissions, gaming expenses and pari-mutuel commissions decreased 2.6% for the three months ended September 30, 2018 compared to the same prior year period. Gaming expenses declined in comparison to the same prior year period due to savings initiatives targeted at reducing variable expenses. Successful efforts to control costs and maximize departmental profit across all segments also drove the improved departmental profit margin during the three months ended September 30, 2018 compared to the same prior year period.

Non-gaming Expenses. Elgin contributed $2.0 million of incremental non-gaming expenses for the three months ended September 30, 2018 resulting in a decrease of 10.1% over the same prior year period.

Excluding incremental Elgin non-gaming expenses, non-gaming expenses decreased 12.7% for the three months ended September 30, 2018 compared to the same prior year period. Decreased non-gaming expenses in all segments were associated with decreased non-gaming revenues along with continued efforts to reduce variable expenses including labor and cost of sales.

Marketing and Promotions Expenses. Elgin contributed $1.3 million of incremental marketing and promotions expense for the three months ended September 30, 2018. Despite the increase resulting from incremental costs associated with the addition of Elgin, marketing and promotions expenses decreased 12.5% over the same prior year period.

Excluding incremental Elgin marketing and promotions expenses, consolidated marketing and promotions expense decreased 17.3% for the three months ended September 30, 2018 compared to the same prior year period. This decline was primarily due to synergies achieved via the termination of certain marketing contracts and company-wide reductions in marketing and promotional spend.

General and Administrative Expenses. Elgin contributed $4.9 million of general and administrative expense for the three months ended September 30, 2018. Despite the additional general and administrative expenses associated with the acquisition of Elgin, general and administrative expense remained flat over the same prior year period.

Excluding incremental Elgin general and administrative expenses, consolidated general and administrative expenses decreased 6.5% for the three months ended September 30, 2018 compared to the same prior year period mainly due to the centralization of certain corporate services provided to our properties and realized savings.

Corporate Expenses. For the three months ended September 30, 2018 compared to the same prior year period, corporate expenses increased primarily due to payroll and other expenses associated with additional corporate costs, including stock comp expense, driven by growth related to the company’s acquisitions.

Impairment Charges. Based on the pending disposition, we recorded an impairment charge for the three months ended September 30, 2018 totaling $3.8 million related to our Nemacolin property.

Depreciation and Amortization Expense. Elgin contributed $2.2 million of depreciation expense for the three months ended September 30, 2018 resulting in an increase of 22.8% over the same prior year period.

Excluding incremental Elgin depreciation and amortization expense, depreciation and amortization expense increased 15.2% for the three months ended September 30, 2018 compared to the same prior year period mainly due asset additions primarily at our three Reno properties.

Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

	Nine Months Ended
	September 30,							Percent
	2018		2017		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	168,342	$	132,563	$	35,779			27.0		%
Midwest		262,138		147,469		114,669			77.8		%
South		278,655		179,887		98,768			54.9		%
East		329,584		314,624		14,960			4.8		%
Central		21,698		—		21,698			100.0		%
Total Gaming and Pari-Mutuel Commissions		1,060,417		774,543		285,874			36.9		%
Non-gaming:
West		178,208		165,001		13,207			8.0		%
Midwest		39,097		23,823		15,274			64.1		%
South		62,957		49,067		13,890			28.3		%
East		40,992		38,097		2,895			7.6		%
Central		2,199		—		2,199			100.0		%
Corporate		377		366		11			3.0		%
Total Non-gaming		323,830		276,354		47,476			17.2		%
Total Net Revenues		1,384,247		1,050,897		333,350			31.7		%
Expenses:
Gaming and Pari-Mutuel Commissions:
West		63,331		51,754		11,577			22.4		%
Midwest		107,162		61,732		45,430			73.6		%
South		133,500		90,884		42,616			46.9		%
East		204,953		194,534		10,419			5.4		%
Central		10,612		—		10,612			100.0		%
Total Gaming and Pari-Mutuel Commissions		519,558		398,904		120,654			30.2		%
Non-gaming
West		107,544		102,242		5,302			5.2		%
Midwest		23,527		16,655		6,872			41.3		%
South		41,260		34,062		7,198			21.1		%
East		25,775		26,646		(871	)		(3.3	)	%
Central		2,029		—		2,029			100.0		%
Total Non-gaming		200,135		179,605		20,530			11.4		%

Marketing and promotions		66,255		58,099		8,156			14.0		%
General and administrative		223,546		168,339		55,207			32.8		%
Corporate		33,018		21,734		11,284			51.9		%
Impairment charges		13,602		—		13,602			100.0		%
Depreciation and amortization		99,204		69,635		29,569			42.5		%
Total Operating Expenses	$	1,155,318	$	896,316	$	259,002			28.9		%

Gaming Revenues and Pari-Mutuel Commissions. Isle contributed ~~$198.0~~$262.8 million and Elgin contributed $21.7 million of incremental gaming revenues and pari-mutuel commissions for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase ~~of 141.6%~~36.9% compared to the ~~three months ended March 31, 2017.~~same prior year period.

Excluding incremental Isle and Elgin gaming revenues and pari-mutuel commissions, gaming revenues and pari-mutuel commissions ~~increased 2.3%~~remained flat for the ~~three~~nine months ended ~~March 31, 2018 compared to the three months ended March 31, 2017 mainly due to higher gaming revenues in the West region driven by increased visitor traffic and milder weather.~~

~~Non-gaming Revenues. Isle contributed $33.8 million of non-gaming revenues for the three months ended March 31, 2018 resulting in an increase of 60.6% in non-gaming revenues over the same prior year period.~~

~~Excluding incremental Isle non-gaming revenues, non-gaming revenues increased 4.4% for the three months ended March 31,~~September 30, 2018 compared to the same prior year period.

Non-gaming Revenues. Isle contributed $44.9 million and Elgin contributed $2.2 million of incremental non-gaming revenues ~~in the West segment increased~~ for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase of 17.2% in non-gaming revenues compared to the same prior year period.

Excluding incremental Isle non-gaming revenues, non-gaming revenues remained flat for the nine months ended September 30, 2018 compared to the same prior year ~~period principally due to higher hotel and food revenues~~

associated with increased visitor traffic, milder weather and also benefitted from the Reno properties’ capital improvements including renovated hotel rooms and new food, beverage and entertainment offerings.period.

Gaming Expenses and Pari-Mutuel Commissions. Isle contributed ~~$87.8~~$116.1 million and Elgin contributed $10.6 million of incremental gaming expenses and pari-mutuel commissions for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase of ~~108.8%~~30.2% in gaming expenses and pari-mutuel commissions over the same prior year period.

Excluding incremental Isle and Elgin gaming expenses and pari-mutuel commissions, gaming expenses and pari-mutuel commissions ~~remained flat~~decreased 1.5% for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to the same prior year period despite ~~the increase in~~ gaming revenues remaining flat due to savings initiatives targeted at reducing variable expenses along with continued synergies. Additionally, successful efforts to control costs and maximize departmental profit across all segments also drove the improved departmental profit margin during the three months ended ~~March 31,~~September 30, 2018 compared to the same prior year period.

Non-gaming Expenses. Isle contributed ~~$23.2~~$30.5 million and Elgin contributed $2.0 million of incremental non-gaming expenses for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase of ~~56.8% over~~11.4% compared to the same prior year period.

Excluding incremental Isle and Elgin non-gaming expenses, non-gaming expenses ~~remained flat~~decreased 6.7% for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to the same prior year ~~period. Increased expenses associated with higher~~period across all segments. Despite non-gaming revenues ~~and hotel occupancy~~remaining flat, decreases in ~~the West segment were offset by lower~~ non-gaming expenses were realized due to cost saving initiatives in ~~the South~~food and ~~East segments. Additionally, the growth in hotel ADR in the West segment contributed to improved non-gaming margins three months ended March 31, 2018 compared to the same prior year period.~~beverage cost of sales, labor and other variable expenses.

Marketing and Promotions Expenses. Isle contributed ~~$11.2~~$14.7 million and Elgin contributed $1.3 million of incremental marketing and promotions expense for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase of ~~110.3% over~~14.0% compared to the same prior year period.

Excluding incremental Isle and Elgin marketing and promotions expenses, consolidated marketing and promotions expense decreased 13.5% for the nine months ended September 30, 2018 compared to the same prior year period due to strategic changes to eliminate unprofitable promotional events and decrease advertising spend.

General and Administrative Expenses. Isle contributed $55.1 million and Elgin contributed $4.9 of incremental general and administrative expense for the nine months ended September 30, 2018 resulting in an increase of 32.8% compared to the same prior year period.

Excluding incremental Isle ~~marketing~~ and ~~promotions expenses, consolidated marketing and promotions expense remained flat for the three months ended March 31, 2018 compared to the same prior year period.~~

~~General and Administrative Expenses. Isle contributed $41.4 million of general and administrative expense for the three months ended March 31, 2018 resulting in an increase of 133.3% over the same prior year period.~~

~~Excluding incremental Isle~~Elgin general and administrative expenses, consolidated general and administrative expenses ~~increased 3.1%~~decreased 2.8% for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to the same ~~2017~~prior year period mainly due to the centralization of ~~expenses attributable to~~certain corporate services provided to our properties ~~that is charged to general~~ and ~~administrative expenses.~~realized savings.

Corporate Expenses. For the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to the same prior year period, corporate expenses increased primarily due to payroll and other expenses associated with additional corporate costs, including stock comp expense, driven by growth related to ~~the Isle Acquisition.~~our acquisitions.

Impairment Charges: Based on the pending disposition, we recorded an impairment charge for the nine months ended September 30, 2018 totaling $3.8 million related to our Nemacolin property. Additionally, we recorded an impairment charge for the nine months ended September 30, 2018 totaling $9.8 million related to the sale of our Vicksburg property due to the carrying value of the net assets being sold exceeding the estimated net sales proceeds. The sale of Vicksburg was terminated effective July 6, 2018.

Depreciation and Amortization Expense. Isle contributed ~~$17.4~~$23.3 million and Elgin contributed $2.2 of depreciation expense for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 resulting in an increase of ~~102.1% over~~42.5% compared to the same prior year period.

Excluding incremental Isle depreciation and amortization expense, depreciation and amortization expense ~~decreased 9.7%~~increased 5.8% for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to the same prior year period mainly due ~~to lower depreciation due to assets becoming fully depreciated across all segments.~~asset additions primarily at our three Reno properties.

Supplemental Unaudited Presentation of Consolidated Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA for the Three and Nine Months Ended ~~March 31,~~September 30, 2018 and 2017

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, severance expense, costs associated with the Presque Isle Downs, Vicksburg, Lake Charles and ~~Presque~~Nemacolin sales, income related to the termination of the Vicksburg sale, impairment charges, equity in income (loss) of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, and other non-cash regulatory gaming ~~assessments, including the impact of the change in regulatory reporting requirements, to the extent that such items existed in the periods presented.~~assessments. 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 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 three and nine months ended ~~March 31,~~September 30, 2018 and 2017, in addition to reconciling Adjusted EBITDA to operating income (loss) in accordance with US GAAP (unaudited, in thousands):

	Three Months Ended March 31, 2018															Three Months Ended September 30, 2018
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽³⁾		Other ⁽⁴⁾			Adjusted EBITDA			Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	10,139		$	8,189	$	63	$	—	$	33		$	18,424		$	31,894		$	9,475	$	—	$	—	$	65		$	41,434
Midwest		26,676			7,645		44		—		150			34,515			26,637			8,605		15		—		21			35,278
South		13,359			8,531		25		—		10,302			32,217			16,176			9,704		9		—		126			26,015
East		19,131			6,049		5		—		995			26,180			23,637			4,486		2		—		3,989			32,114
Central																	2,868			2,215		—		—		767			5,850
Corporate and Other		(15,111	)		1,120		3,542		2,548		109			(7,792	)		(9,443	)		1,275		2,468		4,091		(4,992	)		(6,601	)
Total	$	54,194		$	31,534	$	3,679	$	2,548	$	11,589		$	103,544
Total Excluding Pre-Acquisition																$	91,769		$	35,760	$	2,494	$	4,091	$	(24	)	$	134,090

Pre-Acquisition (1):
Central																	3,070			727		—		—		155			3,952
Total Pre-Acquisition																$	3,070		$	727	$	—	$	—	$	155		$	3,952

Including Pre-Acquisition:
West																$	31,894		$	9,475	$	—	$	—	$	65		$	41,434
Midwest																	26,637			8,605		15		—		21			35,278
South																	16,176			9,704		9		—		126			26,015
East																	23,637			4,486		2		—		3,989			32,114
Central																	5,938			2,942		—		—		922			9,802
Corporate and Other																	(9,443	)		1,275		2,468		4,091		(4,992	)		(6,601	)
Total Including Pre-Acquisition (2)																$	94,839		$	36,487	$	2,494	$	4,091	$	131		$	138,042

	Three Months Ended March 31, 2017 (5)															Three Months Ended September 30, 2017 (8)
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽³⁾		Other ⁽⁴⁾			Adjusted EBITDA			Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	1,355		$	4,643	$	—	$	—	$	160		$	6,158		$	32,657		$	7,653	$	67	$	—	$	47		$	40,424
Midwest		—			—		—		—		—			—			24,264			7,995		67		—		139			32,465
South		5,918			1,932		—		—		—			7,850			13,682			6,055		46		—		855			20,638
East		15,034			8,880		—		—		156			24,070			21,215			6,732		5		—		83			28,035
Central																	—			—		—		—		—			—
Corporate and Other		(8,279	)		149		1,733		1,614		(11	)		(4,794	)		(10,326	)		687		1,207		2,094		—			(6,338	)
Total Excluding Pre-Acquisition	$	14,028		$	15,604	$	1,733	$	1,614	$	305		$	33,284		$	81,492		$	29,122	$	1,392	$	2,094	$	1,124		$	115,224

Pre-Acquisition (1):
West	$	6,816		$	2,769	$	6	$	—	$	—		$	9,591
Midwest		24,182			9,951		37		—		—			34,170
South		19,347			4,252		26		74		—			23,699
East		(875	)		713		—		—		—			(162	)
Corporate and Other		(6,261	)		275		1,170		—		549			(4,267	)
Pre-Acquisition (3):
Central																	5,588			1,742		—		—		—			7,330
Total Pre-Acquisition	$	43,209		$	17,960	$	1,239	$	74	$	549		$	63,031		$	5,588		$	1,742	$	—	$	—	$	—		$	7,330

Including Pre-Acquisition:
West	$	8,171		$	7,412	$	6	$	—	$	160		$	15,749		$	32,657		$	7,653	$	67	$	—	$	47		$	40,424
Midwest		24,182			9,951		37		—		—			34,170			24,264			7,995		67		—		139			32,465
South		25,265			6,184		26		74		—			31,549			13,682			6,055		46		—		855			20,638
East		14,159			9,593		—		—		156			23,908			21,215			6,732		5		—		83			28,035
Central																	5,588			1,742		—		—		—			7,330
Corporate and Other		(14,540	)		424		2,903		1,614		538			(9,061	)		(10,326	)		687		1,207		2,094		—			(6,338	)
Total Including Pre-Acquisition (2)	$	57,237		$	33,564	$	2,972	$	1,688	$	854		$	96,315
Total Including Pre-Acquisition (4)																$	87,080		$	30,864	$	1,392	$	2,094	$	1,124		$	122,554

	Nine Months Ended September 30, 2018
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation			Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	63,898		$	27,046	$	(32	)	$	—	$	704		$	91,616
Midwest		80,725			24,654		90			—		248			105,717
South		50,099			26,343		50			—		10,142			86,634
East		67,164			15,252		11			—		5,230			87,657
Central		2,868			2,215		—			—		767			5,850
Corporate and Other		(41,377	)		3,694		9,526			10,043		(3,710	)		(21,824	)
Total Excluding Pre-Acquisition	$	223,377		$	99,204	$	9,645		$	10,043	$	13,381		$	355,650

Pre-Acquisition (1):
Central		18,448			4,420		—			—		535			23,403
Total Pre-Acquisition	$	18,448		$	4,420	$	—		$	—	$	535		$	23,403

Including Pre-Acquisition:
West	$	63,898		$	27,046	$	(32	)	$	—	$	704		$	91,616
Midwest		80,725			24,654		90			—		248			105,717
South		50,099			26,343		50			—		10,142			86,634
East		67,164			15,252		11			—		5,230			87,657
Central		21,316			6,635		—			—		1,302			29,253
Corporate and Other		(41,377	)		3,694		9,526			10,043		(3,710	)		(21,824	)
Total Including Pre-Acquisition (2)	$	241,825		$	103,624	$	9,645		$	10,043	$	13,916		$	379,053

	Nine Months Ended September 30, 2017 (8)
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation			Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	50,590		$	18,867	$	119		$	—	$	271		$	69,847
Midwest		39,676			12,961		153			—		133			52,923
South		32,210			12,649		110			—		1,985			46,954
East		54,411			23,885		9			—		292			78,597
Central		—			—		—			—		—			—
Corporate and Other		(111,834	)		1,273		4,063			89,172		310			(17,016	)
Total Excluding Pre-Acquisition	$	65,053		$	69,635	$	4,454		$	89,172	$	2,991		$	231,305

Pre-Acquisition (5):
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	)
Central		21,049			5,293		—			—		—			26,342
Corporate and Other		(8,811	)		371		1,631			286		527			(5,996	)
Total Pre-Acquisition	$	80,596		$	27,955	$	1,725		$	286	$	749		$	111,311

Including Pre-Acquisition:
West	$	60,115		$	22,561	$	127		$	—	$	275		$	83,078
Midwest		74,495			24,913		204			—		167			99,779
South		57,296			18,342		145			—		2,169			77,952
East		53,339			24,837		9			—		292			78,477
Central		21,049			5,293		—			—		—			26,342
Corporate and Other		(120,645	)		1,644		5,694			89,458		837			(23,012	)
Total Including Pre-Acquisition (4)	$	145,649		$	97,590	$	6,179		$	89,458	$	3,740		$	342,616

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.

Our cash requirements can fluctuate significantly depending on our decisions with respect to business acquisitions or dispositions 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, servicing our outstanding indebtedness and ~~funding~~costs associated with the ~~recently announced~~Elgin and Tropicana acquisitions. During the remainder of 2018, we plan to spend ~~$128.4~~$60.9 million on capital expenditures and ~~$96.4~~are in the process of evaluating capital expenses for the properties purchased in the recent acquisitions. We also plan to spend $37.2 million during the remainder of 2018 to pay interest on our outstanding ~~indebtedness. However, we expect that our~~indebtedness, including interest on additional debt incurred in conjunction with the Elgin and Tropicana acquisitions. Our capital requirements ~~for interests on our outstanding debt will increase~~have increased significantly following the consummation of the ~~acquisition~~acquisitions of Tropicana ~~Entertainment~~ and ~~the Grand Victoria Casino and~~Elgin, the related ~~incurrence of debt and~~ obligation to pay annual rent in an initial amount of approximately ~~$110~~$87.6 million under the ~~master lease~~Master Lease with respect to certain of the Tropicana ~~properties.~~properties and the required payments under the Lumière Note. We also expect that our capital expenditures will increase significantly ~~following~~in connection with the ~~acquisition~~acquisitions of Tropicana ~~Entertainment~~ and ~~the Grand Victoria Casino~~Elgin and the related increase in the number of properties in our portfolio.

We ~~expect to fund~~funded the ~~$327.5~~$328.9 million of cash consideration for the ~~acquisition of the Grand Victoria Casino~~Elgin Acquisition using ~~cash from pending asset sales,~~ cash from ongoing operations and borrowings under our revolving credit facility and we ~~intend to fund cash consideration~~funded the purchase of ~~approximately~~the real estate underlying Lumière Place with the proceeds of a $246 million Lumière Note and funded the $640 million of consideration payable by usthe Company in the Tropicana ~~transaction~~Acquisition and ~~repay debt~~the repayment of amounts outstanding under ~~Tropicana’s~~the Tropicana credit facility with cash ~~generated from our current operations,~~on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from ~~pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and~~the Company’s offering of $600 million of ~~committed debt financing.~~6% Senior Notes due 2026. In addition, the ~~Company has obtained commitments to increase~~Company’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective ~~at the time of~~substantially concurrently with the consummation of the Tropicana Acquisition on October 1, 2018 and ~~expects to extend~~extended the maturity of the revolving credit facility to ~~five years following the consummation of the Tropicana Acquisition.~~October 1, 2023. We expect that cash generated from operations will be sufficient to fund our operations and capital requirements, and service our outstanding indebtedness for the next twelve months.

At ~~March 31,~~September 30, 2018, we had consolidated cash and cash equivalents of ~~$183.1 million.~~$164.1 million, excluding restricted cash. At ~~March 31,~~September 30, 2017, we had consolidated cash and cash equivalents of ~~$44.6 million.~~$134.9 million, excluding restricted cash. This increase in cash was primarily due to cash generated from operations for the nine months ended September 30, 2018. We also had $604.1 million in escrow cash related to ~~cash acquired~~the issuance of the 6% Senior Notes due 2026 in ~~our acquisition of Isle combined~~conjunction with ~~cash flow generated by our operations.~~the Tropicana Acquisition that closed on October 1, 2018.

Operating Cash Flow. For the ~~three~~nine months ended ~~March 31,~~September 30, 2018, cash flows provided by operating activities totaled ~~$78.0~~$263.4 million compared to ~~$5.2~~$71.6 million ~~during~~for the same prior year period. The increase in operating cash was primarily due to ~~incremental operating~~ cash generated byfrom operations during the ~~acquired Isle properties~~nine months ended September 30, 2018 combined with changes in the balance sheet accounts in the normal course of business. Additionally, significant payments were made during the nine months ended September 30, 2017 in conjunction with the acquisition of Isle and impacted operating cash flows.

Investing Cash Flow and Capital Expenditures. Net cash flows used in investing activities totaled ~~$21.1~~$395.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to ~~$383.1 million~~$1.4 billion for the same prior year period. Net cash flows used in investing activities in the ~~three~~nine months ended ~~March 31,~~September 30, 2018 were primarily due to ~~$21.3~~$306.3 million used in the Elgin Acquisition and $89.1 million in capital expenditures for various property enhancement and maintenance projects along with equipment purchases. Net cash flows used in investing activities for the nine months ended September 30, 2017 consisted of $1.3 billion related to funds used in the Isle Acquisition, and $52.9 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases. ~~Net cash flows used in investing activities for the~~

three months ended March 31, 2017 primarily consisted of $376.8 million related to escrowed funds associated with the Isle of Capri acquisition which closed on May 1, 2017, and $6.2 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases.

Financing Cash Flow. Net cash ~~used for~~provided by financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 totaled ~~$8.0~~$763.7 million compared to ~~$361.1 million net cash provided by financing activities in~~$1.4 billion for the same prior year period. The cash ~~used for~~provided by financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 was principally due to ~~$7.5~~$600.0 million of proceeds from the issuance of the 6% Senior Notes due 2026 and $180.0 million of net ~~taxes paid~~borrowings under the Revolving Credit Facility related to ~~net share settlement of equity awards.~~the Elgin Acquisition. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, cash provided by financing activities consisted primarily of ~~$375~~$1.4 billion and $875.0 million of proceeds from the issuance of the credit facility and 6% Senior Notes due 2025, respectively, partially offset by ~~net~~ payments of $866.8 million on our credit facility in conjunction with our refinancing of debt in May of 2017.

On November 8, 2018, the Company issued a press release announcing that its Board of Directors has 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 ~~Prior Credit Facility and debt issuance costs.~~Share Repurchase Program

~~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”) pursuant to~~ In April 2017, the ~~indenture,~~Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of ~~July 23, 2015~~April 17, 2017 (the ~~“7% Senior Notes Indenture”~~“Credit Facility”), ~~between us~~consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and ~~U.S. Bank, National Association, as Trustee.~~a $300.0 million revolving credit facility (the “Revolving Credit Facility”). The ~~7% Senior Notes~~Company’s obligations under the Revolving Credit Facility will mature on ~~August 1, 2023, with interest payable semi-annually in arrears~~April 17, 2022. The Company’s obligations under the Term Loan Facility will mature on ~~February 1 and August 1~~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 ~~year.~~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

~~On or after August 1, 2018, we~~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 ~~redeem all or~~be required to apply a portion of its excess cash flow to repay amounts outstanding under the ~~7% Senior Notes upon not~~Credit Facility.

The interest rate per annum applicable to loans under the Revolving Credit Facility are, 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 ~~30 nor more~~zero or the base rate be less than ~~60 days’ notice, at~~1.00%. Additionally, the ~~redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any,~~Company pays a commitment fee on the ~~7% 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, we may redeem all or a~~unused portion of the ~~7% Senior Notes at a price equal~~Revolving Credit Facility of 0.50% per annum. At September 30, 2018, the weighted average interest rates on the Term Loan and Revolving Credit Facility were 4.17% and 4.54%.

On June 6, 2018, the Company executed an amendment that modified certain covenants in the Credit Facility to ~~100%~~allow for considerations related to the acquisition of Tropicana. The borrowing capacity of the ~~7% Senior Notes redeemed plus accrued and unpaid interest~~Revolving Credit Facility increased from $300 million to $500 million effective substantially concurrently with the ~~redemption date, plus a make-whole premium. At any time prior to August~~consummation of the Tropicana Acquisition on October 1, 2018 ~~we are also entitled to redeem up to 35%~~and the maturity date of the ~~original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal~~Revolving Credit Facility extended 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 Indenture), we must offer to repurchase the 7% Senior Notes 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 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The 7% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.October 1, 2023.

~~The 7% Senior Notes 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 Indenture. The 7% Senior Notes 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 to be declared due and payable. As of ~~March 31,~~September 30, 2018 we were in compliance with all ~~of the~~ covenants under the 7% Credit Facility.

On ~~March 29, 2017, Eagle II Acquisition Company LLC~~September 20, 2018, Delta Merger Sub, Inc. (“~~Eagle II”~~Escrow Issuer”), ~~our~~a Delaware corporation and a wholly-owned subsidiary of the Company, issued ~~$375.0~~$600 million aggregate principal amount of 6%6.0% senior notes due 2026 (the “6% Senior Notes due ~~2025 (the “6% Senior Notes”~~2026”) pursuant to an indenture, dated as of ~~March 29, 2017~~September 20, 2018 (the ~~“6% Senior Notes~~“2026 Indenture”), between ~~Eagle II~~Escrow Issuer 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 accruedInterest on the 6% Senior Notes ~~were placed~~due 2026 will be paid every semi-annually in ~~escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Isle~~arrears on ~~May 1, 2017, the escrowed funds were released~~March 15 and ~~we assumed Eagle II’s obligations under the~~September 15, commencing March 15, 2019.

The 6% Senior Notes due 2026 were general unsecured obligations of Escrow Issuer’s upon issuance and, upon the assumption of such obligations by the Company 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.~~

~~On September 13, 2017, we issued an additional $500.0 million principal amount~~subsidiary guarantors (the “Guarantors”) upon consummation of the ~~6% Senior Notes at an issue price equal to 105.5%~~Tropicana Acquisition, became general unsecured obligations of the ~~principal amount~~Company and the Guarantors, ranking senior in right of payment to all of the ~~6% Senior Notes. The additional notes were issued pursuant~~Company’s existing and future debt that is expressly subordinated in right of payment to the 6% Senior Notes ~~Indenture that governs~~due 2026 and the guarantees, ranking equally in right of payment with all of the applicable obligor’s existing and future senior liabilities, including the obligations under the Company’s existing 7% Senior Notes due 2023 and 6% Senior Notes due 2025, and are effectively subordinated to all of the applicable obligor’s existing and future secured debt, including indebtedness under the Company’s existing senior secured credit facility and the Lumière Note (as defined in the 2026 Indenture), in each case, to the extent of the value of the collateral securing such debt. In addition, the 6% Senior ~~Notes. We used~~Notes due 2026 and the ~~proceeds~~related guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the ~~offering~~Company’s subsidiaries and other entities in which the Company has an equity interest that do not guarantee the 6% Senior Notes due 2026 (other than indebtedness and liabilities owed to ~~repay $78.0 million of outstanding borrowings under~~ the ~~revolving credit facility and used~~Company or the ~~remainder to repay $444.5 million outstanding borrowings under the term loan facility and related accrued interest.~~Guarantors).

On or after ~~April 1, 2020, we~~September 15, 2021, the Company may redeem all or a portion of the 6% Senior 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 ~~April 1~~September 15 of the years indicated below:

Year	Percentage			Percentage
2020		104.500	%
2021		103.000	%		104.500	%
2022		101.500	%		103.000	%
2023 and thereafter		100.000	%
2023					101.500	%
2024 and thereafter					100.000	%

~~Prior to April 1, 2020, we may redeem all or~~Upon the occurrence of a ~~portion~~Change of Control (if the 6% Senior Notes atdue 2026 do not have investment grade status) or a ~~price equal to 100%~~Change of the 6% Senior Notes 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 with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (asControl Triggering Event (each as defined in the ~~6% Senior Notes~~2026 Indenture), wethe 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 ~~we sell~~the Company sells assets under certain circumstances and dodoes not use the proceeds for specified purposes, wethe 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 ~~6% Senior Notes~~2026 Indenture contains certain covenants limiting, among other things, ~~our~~the Company’s 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~~2026 Indenture. The ~~6% Senior Notes~~2026 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 2026 to be declared due and payable. ~~As of March 31, 2018, we were in compliance with all~~

The Company applied the net proceeds of the ~~covenants under~~sale of the 6% Senior Notes ~~Indenture relating~~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 ~~6% Senior Notes.~~

~~On July 23, 2015, we entered into a $425.0 million seven year term loan and a $150.0 million five year revolving credit facility.~~

The term loan bore 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 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 fee on the unused portion of the 2015 revolving credit facility not being utilized in the amount of 0.50% per annum.

~~On May 1, 2017,~~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,~~ March 29, 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~~issued at par $375.0 million aggregate principal amount of 6.0% senior notes due 2025 (the “6% Senior Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the “2025 Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes due 2025 will mature on April ~~17, 2017, consisting of a $1.45 billion term loan facility~~1, 2025, with interest payable semi-annually in arrears on April 1 and ~~a $300.0 million 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 our acquisition of Isle.October 1. In connection with the consummation of ~~our acquisition of~~the Isle Acquisition on May 1, 2017, the ~~escrowed funds were released and we~~Company assumed Eagle II’s obligations under the ~~new credit facility~~6% Senior Notes due 2025 and the 2025 Indenture and certain of ~~our~~the Company’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of ~~our~~the Company’s obligations under the ~~new credit facility.~~6% Senior Notes due 2025.

AsOn September 13, 2017, the Company issued an additional $500.0 million principal amount of March 31, 2018, we had $956.8 million outstanding on the new term loan. There were no borrowings outstanding under the new revolving credit facility as of March 31, 2018. We had $291.5 million of available borrowing capacity, after consideration of $8.5 million in outstanding letters of credit, under our new revolving credit facility as of March 31, 2018. We have obtained commitmentsits 6% Senior Notes due 2025 at an issue price equal to ~~increase our revolving credit facility from $300 million to $500 million effective at the time~~105.5% of the consummation of the Tropicana Acquisition. At March 31, 2018, the weighted average interest rate on the new term loan was 3.9% based upon the weighted average interest rate of borrowings outstanding during the three months ended March 31, 2018.

~~We 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~~principal amount of the 6% Senior Notes 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~~ ~~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 currently mature on April 17, 2022. However, we expect that, in connection with the consummation of the Tropicana Acquisition, the maturity of the revolving credit facility will be extended2025. The additional notes were issued pursuant to the ~~date~~2025 Indenture that is five years following the consummation of the Tropicana Acquisition. Our obligations under the new 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 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. In addition, we are 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, 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 in the amount of 0.50% per annum.

The new 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 (other than certain subsidiary guarantors designated as immaterial), whether owned on the closing date of the new credit facility or thereafter acquired, and mortgages on certain real property and improvements owned or leased by us or the new credit facility guarantors. The new 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 new 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 our lines of business.

The new credit facility also includes certain financial covenants, including the requirements that we maintain 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. 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 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, includinggoverns the 6% Senior 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 July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of ~~bankruptcy or insolvency, certain ERISA events,~~7.0% senior notes due 2023 (“7% Senior Notes due 2023”) pursuant to an indenture, dated as of July 23, 2015 (the “2023 Indenture”), between the ~~invalidity~~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 ~~certain loan documents, certain changes~~each year.

As 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. As March 31,September 30, 2018 we were in compliance with ~~the~~all covenants under the ~~new credit facility.~~6% Senior Notes due 2025, 6% Senior Notes due 2026 and 7% Senior Notes due 2023.

~~There~~Other than the obligations associated with the issuance of the 6% Senior Notes due 2026, the Lumière Loan and the Master Lease, there have been no material changes for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 to our contractual obligations as disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2017.

We are faced with certain contingencies involving litigation and environmental remediation and compliance. These commitments and contingencies are discussed in “Part II, Item 1. Legal Proceedings” and Note 1011 to our unaudited 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 in our Annual Report on Form 10-K for the year ended December 31, 2017 and “Part II, Item IA. Risk Factors” which is included in this Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2018.

Our critical accounting policies disclosures are included in our Annual Report on Form 10‑K for the year ended December 31, 2017. Except as described in ~~footnotes~~Notes 2 and 3 to the accompanying condensed notes of these consolidated financial statements, we believe there have been no material changes since December 31, 2017. We have not substantively changed the application of our policies and there have been no material changes in assumptions or estimation techniques used as compared to prior periods.

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 of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward‑looking statements made herein. 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 is subject include, but are not limited to, the following:

In addition, the ~~acquisition of~~ Tropicana ~~Entertainment~~Acquisition and the ~~Grand Victoria Casino,~~Elgin Acquisition, the dispositions of Presque Isle Downs and ~~Vicksburg~~Nemacolin and ~~the provisions of the related acquisition agreements~~our arrangement with William Hill create additional risks, uncertainties and other important factors, including but not limited to:

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 on which this statement is made, 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.

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 ~~March 31,~~September 30, 2018, interest on borrowings under our ~~New~~ Credit Facility was subject to fluctuation based on changes in short-term interest rates.

As of ~~March 31,~~September 30, 2018, our long‑term variable‑rate borrowings totaled $956.8 million under the ~~New~~ Term Loan and ~~represented~~$180.0 under the Revolving Credit Facility, representing approximately ~~43%~~38% of our long‑term debt compared to ~~37%~~44% of our long‑term debt as of ~~March 31,~~September 30, 2017. During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, the weighted average interest rates on our variable and fixed rate debt were ~~3.9%~~4.30% and ~~6.3%~~6.28%, respectively.

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 three months ended ~~March 31,~~September 30, 2018.

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.

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), of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10‑Q 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

Except as noted below, there were no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10‑Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On ~~May 1, 2017,~~August 7, 2018 we completed the acquisition of ~~Isle.~~Elgin. See Part I, Item 1, Condensed Notes to Unaudited Consolidated Financial Statements, Note 3: ~~Isle Acquisition and Final~~Acquisitions, Preliminary Purchase Price Accounting and Proforma Information, for a discussion of the acquisition and related financial data. ~~We are~~The Company is in the process of integrating ~~Isle~~Elgin and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the ~~Isle~~Elgin 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 are a party to various lawsuits, which have arisen in the normal course of our business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits 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.

Legal matters are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 15 to our Consolidated Financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2017.

A description of our risk factors can be found in “Part I, Item 1A. Risk Factors” included in our Annual Report on Form 10‑K for the year ended December 31, 2017. There have been no material changes to those risk factors during the three months ended ~~March 31,~~September 30, 2018, except for the following additional risk factors related to certain acquisitions and dispositions.

Some of our casinos are located on leased ~~property and we expect to enter into a master lease with respect to certain properties that we expect to acquire in the Tropicana Acquisition.~~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, ~~and we expect to enter into a master lease with respect to six~~including five of the properties that we ~~will acquire~~acquired in the Tropicana ~~Acquisition (the “Master Lease”).~~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, 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. 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 ~~is expected to require~~requires initial annual rent payments of ~~$110~~$87.62 million and ~~obligate~~obligates us to make specified minimum capital expenditures with respect to the leased 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~~Master Lease could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition and results of operations. Further, in the event that any lessor with respect to our leased properties, including properties that ~~will be~~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 its obligations under the applicable lease.

~~The~~Certain of our leases, including the Master Lease ~~is expected~~relating to ~~be a triple-net lease.~~certain of the properties acquired in the Tropicana Acquisition are “triple-net” leases. Accordingly, in addition to rent, we ~~will be~~are required to pay, among other things, the following: (1) ~~all~~lease payments to the underlying ground lessor for properties that are subject to ground leases; (2) facility maintenance ~~(2)~~costs; (3) all insurance ~~required in connection~~premiums for insurance with respect to the leased properties and the business conducted on the leased ~~properties, (3)~~properties; (4) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and ~~(4)~~(5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We ~~will be~~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 associated facilities. In addition, we ~~expect that we will~~ remain obligated for lease payments and other obligations under the Master Lease and other ground leases even if one or more of such leased facilities is unprofitable or if we decide to withdraw from those locations. We could incur special charges relating to the closing of such facilities including lease termination costs, impairment charges and other special charges that would reduce our net income and could have a material adverse effect on our business, financial condition and results of operations.

~~Delay or failure to complete the Acquisitions or Dispositions would prevent the Company from realizing the anticipated benefits of the transactions.~~

Any delay in completing the Acquisitions or Dispositions may reduce the synergies, use of proceeds and other benefits that we anticipate if we successfully complete the transactions within the expected timeframe and integrate our business and the businesses, Tropicana and the Grand Victoria Casino. In addition, the market price of our common stock may reflect various market assumptions as to whether and when the Acquisitions and Dispositions will be completed. Consequently, the completion of, the failure to complete, or any delay in the completion of the Acquisitions or Dispositions could result in significant changes in the market price of our common stock.

The ~~acquisition of Tropicana and the Grand Victoria and the~~ sale of Presque Isle Downs and ~~Vicksburg~~Nemacolin and our transaction with William Hill are subject to the receipt of approvals and clearances that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the transactions. ~~We may be required to pay significant reverse termination fee if we are unable to obtain regulatory approvals for the Acquisitions.~~

Completion of ~~each~~the dispositions of Presque Isle Downs and Nemacolin and the ~~Acquisitions and Dispositions~~closing of our agreement to partner with William Hill is conditioned upon the receipt of certain governmental approvals, including, without limitation, ~~antitrust and~~ gaming ~~regulatory approvals.~~regulatory. There can be no assurance that these approvals will be obtained and that the other conditions to completing the ~~Acquisitions and Dispositions~~dispositions will be satisfied in a timely fashion, or at all. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the transactions or require changes to the terms of the agreements governing the transactions. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the ~~Acquisitions and Dispositions~~dispositions or of imposing additional costs or limitations on us following completion of the transactions, any of which might have an adverse effect on us.

~~In addition, if we fail to obtain required regulatory approvals for~~The waiting period under the ~~Tropicana Acquisition, we may be required to pay a reverse termination fee~~Hart-Scott-Rodino Antitrust Improvement Acts of $92.5 million and could be liable for additional damages. If we fail to obtain required regulatory approvals for the Elgin Acquisition, we may lose our $15 million deposit. Further, we have incurred and will continue to incur significant costs, such1976, as ~~legal, accounting, and similar costs, relating~~amended, has been terminated with respect to the ~~Acquisitions. We will be required to pay such costs whether or not the Acquisitions are consummated.~~

~~Our obligation to consummate the Acquisitions is not subject to a financing condition.~~

Our obligation to consummate the Acquisitions is not subject to a financing condition. As a result, if we are unable to obtain financing to pay the consideration for such transaction we may be subject to liability for a breach of the agreements governing the acquisitions.

We intend to finance a portion of the cash consideration that we are required to pay in connection with the Tropicana Acquisition with debt financing expected to be obtained pursuant to a $600.0 million commitment provided by J.P. Morgan (the “Commitment Letter”). We expected to issue at least $600.0 million of senior unsecured notes to finance such portion of the cash consideration, but if the notes are not issued and sold on or prior to the date of the consummation of Tropicana, the Commitment Letter contemplates that the lenders thereunder will make available at least $600.0 million in senior unsecured bridge loans under a senior unsecured credit facility. As a result, if financing cannot be obtainedPresque Isle Downs disposition and the Tropicana Acquisition is not completed, we may be required to pay Tropicana damages, including a reverse termination fee of $92.5 million, or we may be compelled to specifically perform our obligation to consummate theWilliam Hill transaction.

We intend to fund the consideration payable in the Elgin Acquisition using cash from the Dispositions, cash from ongoing operations and borrowings under our revolving credit facility. We may be subject to a claim for damages or specific performance if we are unable to obtain the necessary funds to consummate the acquisition, including as a result of a failure to consummate the Dispositions.

The pending ~~Acquisitions and Dispositions~~dispositions may be disruptive to our business.

Whether or not the ~~Acquisitions or Dispositions~~dispositions are completed, the pendency of the transactions could cause disruptions in our business, ~~and the businesses of Tropicana and Elgin,~~ which could have an adverse effect on our businesses and financial results. These disruptions could include the following:

~~Litigation challenging the Tropicana Acquisition could delay or prevent the completion of the transaction.~~

One of the conditions to the Tropicana Acquisition is that no temporary restraining order, preliminary or permanent injunction, or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger will be in effect; nor will there be any law, statute, ordinance, rule, regulation, order, policy, guideline or agency requirement enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that prohibits or makes illegal the consummation of the merger. While we are not aware of any lawsuit that has been filed seeking the enjoin the Tropicana Acquisition, there can be no assurance that such a claim will not be filed by seeking damages relating to, or otherwise challenging, the acquisition. If the plaintiffs in any such action secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability or Tropicana’s ability to consummate the Tropicana Acquisition, 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 Tropicana Acquisition is prevented or delayed, it could result in substantial costs to us or Tropicana. In addition, we and Tropicana could incur significant costs in connection with such lawsuits, including costs associated with the indemnification of directors and officers.

The integration of our operations with Tropicana and the Grand Victoria following the ~~Acquisitions~~acquisitions may present significant challenges and impair our ability to realize the anticipated benefits of the ~~Acquisitions~~acquisitions in the anticipated time frame or at all.

Our ability to realize the anticipated benefits of the ~~Acquisitions~~acquisitions will depend, to a large extent, on our ability to integrate the business of Tropicana and the Grand Victoria into our operations in the anticipated time frame or at all. We may face significant challenges in combining the operations of the acquired companies into our operations in a timely and efficient manner. The combination of 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 the acquired companies into our operations. The integration process may disrupt the business of the acquired properties and, if implemented ineffectively or inefficiently, could preclude realization of the full benefits that we expect. The failure to successfully integrate the acquired properties and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the combined business, which may have the effect of depressing the market price of our common stock following the closing of the transactions.

In addition, while we expect to realize cost synergies from combining the sales and general and administrative functions of the acquired businesses with ours, we will be required to incur costs, including severance and related expenses, to realize the anticipated cost savings. While we believe that the combined entity will benefit from cost synergies, we may be unable to realize all of ~~these~~the expected cost synergies within the time frame expected or at all. In addition, we may incur additional or unexpected costs in order to realize these cost synergies.

The ~~Acquisitions~~acquisition of Tropicana and the Grand Victoria may not be accretive and may cause dilution to our earnings per share, which may negatively affect the price of our common stock.

We currently anticipate that the ~~Acquisitions~~acquisitions will be accretive to the earnings per share of the combined company in 2019. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by the combined company over a 12-month period following the completion of the ~~Acquisitions.~~acquisitions. Such estimates and assumptions could materially change due to additional transaction-related costs, delays in regulatory approvals, the failure to realize any or all of the benefits expected in the ~~Acquisitions~~acquisitions or other factors beyond our control. All of these factors could delay, decrease or eliminate the expected accretive effect of the ~~Acquisitions~~acquisitions and cause resulting dilution to our earnings per share or to the price of our common stock.

We ~~will~~ have a substantial amount of debt outstanding following the ~~Acquisitions~~acquisition of Tropicana and the Grand Victoria and we may incur additional indebtedness.

~~We expect that~~As of September 30, 2018 and after giving effect to the acquisition of Tropicana and the Grand Victoria, we ~~will have~~had approximately ~~$2.8~~$3.2 billion of debt and an additional ~~$110~~$87.6 million of other annual obligations relating to the Master Lease following the completion of ~~the Acquisitions and Dispositions.~~such acquisitions. In addition, we ~~expect that we will have the ability to incur~~had an additional ~~debt~~$310.9 million of borrowing capacity under our revolving credit facility ~~which we expect will be increased~~after giving effect to the increase in borrowing capacity from $300 million to $500 million effective at the time of the consummation of the Tropicana ~~Acquisition. We~~acquisition. In addition, we may ~~be required~~incur debt to ~~incur additional indebtedness to~~ finance ~~the consideration payable under the Acquisitions and to pay~~ costs associated with the development of a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the Pompano casino and racetrack. In particular, we will be required to incur additional debt to consummate the Elgin Acquisition, if we are not able to consummate the Dispositions prior to the consummation of such Acquisition.racetrack or for other purposes. As a result of the increased levels of outstanding indebtedness following the ~~Acquisitions~~acquisition of Tropicana and the Grand Victoria and rent payments under the Master Lease, future interest expense, rent and debt service obligations will be significantly higher than our historic interest ~~expense.~~expense and other obligations associated with financing.

We have entered into a partnership agreement 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 of the change in regulations, we expanded, and expect to further expand, our sportsbook and online sportsbook, casino gaming and poker business. We currently accept wagers on sporting events in Nevada, New Jersey and Mississippi and anticipate accepting wagers on sporting events during the fourth quarter of 2018 or first quarter of 2019 at our casinos located in West Virginia and Pennsylvania. Our ability to expand our sports betting and online operations is dependent on adoption of regulations permitting sports betting industry in the United States. There can be no assurances as to when, or if, such regulations 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 PLC and its U.S. subsidiary (“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. Pursuant to our agreement with William Hill, we will receive a 20% equity stake in a U.S. subsidiary of William Hill as well as ordinary shares of William Hill with a value of $50 million. In addition, we may in the future enter into agreements that provide other online gaming operators with the ability to operate online and mobile betting and gaming activities under the authority of our licenses. The closing of the transaction with William Hill is, and any similar arrangement in the future may be, subject to the receipt of required regulatory approvals. There can be no assurance that these approvals will be obtained and that the other conditions to completing such transactions will be satisfied in a timely fashion, or at all.

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 interest William Hill 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:

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 partnership with William Hill or future similar arrangements with other market service providers.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Large accelerated filer	☒		Accelerated filer	☐
Non‑accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

		Page
PART I. FINANCIAL INFORMATION		2
Item 1.	FINANCIAL STATEMENTS	2
	Consolidated Balance Sheets at ~~March 31,~~September 30, 2018 (unaudited) and December 31, 2017	2
	Consolidated Statements of ~~Income~~Operations for the Three ~~Months~~and Nine months Ended ~~March 31,~~September 30, 2018 and 2017 (unaudited)	3
	Consolidated Statements of Comprehensive Income (Loss) for the Three ~~Months~~and Nine months Ended ~~March 31,~~September 30, 2018 and 2017 (unaudited)	4
	Consolidated Statements of Cash Flows for the ~~Three Months~~Nine months Ended ~~March 31,~~September 30, 2018 and 2017 (unaudited)	5
	Condensed Notes to Unaudited Consolidated Financial Statements (unaudited)	6
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3635
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5256
Item 4.	CONTROLS AND PROCEDURES	5256
PART II. OTHER INFORMATION		57
Item 1.	LEGAL PROCEEDINGS	5457
Item 1A.	RISK FACTORS	5457
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5760
Item 3.	DEFAULTS UPON SENIOR SECURITIES	5760
Item 4.	MINE SAFETY DISCLOSURES	5760
Item 5.	OTHER INFORMATION	5760
Item 6.	EXHIBITS	5861
SIGNATURES		5962

Purchase consideration calculation (dollars in thousands, except shares and stock price)	Shares		Per share
Cash paid for outstanding Isle common stock (1)					$	552,050
Shares of ERI common stock issued for Isle common stock (2)		28,468,182	$	19.12		544,312
Cash paid by ERI to retire Isle's long-term debt (3)						828,000
Shares of ERI common stock for Isle equity awards (4)						10,383
Purchase consideration					$	1,934,745

~~Current and other assets, net~~Purchase consideration calculation (dollars in thousands)
Cash consideration paid	$	~~135,925~~327,500
Working capital and other adjustments		1,386
Purchase consideration	$	328,886

Cash and cash equivalents	$	22,612
Other current assets		2,237
Property and equipment		~~908,816~~60,812
Goodwill		~~709,087~~60,086
Intangible assets (i)		~~517,470~~205,296
Other noncurrent assets		~~15,082~~915
Total assets		~~2,286,380~~351,958
Current liabilities		(~~144,306~~21,322	)
~~Deferred income taxes (ii)~~		~~(189,952~~	)
~~Other noncurrent~~Noncurrent liabilities		(~~17,377~~1,750	)
Total liabilities		(~~351,635~~23,072	)
Net assets acquired	$	~~1,934,745~~328,886

	~~Three~~Nine Months Ended
	~~March 31,~~September 30, 2017
Net operating revenues	$	~~448,469~~	1,379,466
Net ~~loss~~income		~~(30,303~~	)84,134

	Three Months ended September 30, 2018					Nine Months ended September 30, 2018
	Presque Isle Downs		Nemacolin			Presque Isle Downs		Nemacolin
Net operating revenues	$	37,685	$	8,866		$	107,738	$	25,799
Net income (loss)		5,713		(2,745	)		11,909		(3,213	)

	Equity Awards				Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Life			Aggregate Fair Value
							(in years)			(in millions)
Unvested outstanding as of December 31, 2017		1,579,499		$		12.25		0.92	$		19.35
Granted (1)		282,638				32.59
Vested (2)		(665,704	)			5.91
Unvested outstanding as of March 31, 2018		1,196,433		$		20.59		1.58	$		24.63

	Restricted Stock Units						Restricted Stock Awards
	Units				Weighted- Average Grant Date Fair Value		Units				Weighted- Average Grant Date Fair Value
					(in millions)						(in millions)
Unvested outstanding as of December 31, 2017		1,579,499		$		12.25		10,809		$		19.13
Granted		317,904				32.97		—				—
Vested		(783,672	)			8.05		(10,809	)			19.13
Canceled		(9,885	)			19.13		—				—
Unvested outstanding as of September 30, 2018		1,103,846		$		21.14		—		$		—

							Weighted-		Weighted-
							Average		Average
			Range of				Exercise		Remaining		Aggregate
	Options		Exercise Prices				Price		Contractual Life		Intrinsic Value
									(in years)		(in millions)
Outstanding and Exercisable as of December 31, 2017		271,852	$	3.94	$	15.60	$	9.63		5.22	$	6.4
Exchanged		—		—		—		—
Expired		—		—		—		—
Exercised		—		—		—		—
Outstanding and Exercisable as of March 31, 2018		271,852	$	3.94	$	15.60	$	9.63		4.97	$	6.2

				Weighted-
				Average
				Grant Date
	Restricted Stock			Fair Value

Outstanding as of December 31, 2017		10,809		$	19.13
Vested		(2,403	)		19.13
Outstanding as of March 31, 2018		8,406		$	19.13

		Balance at January 1, 2018		Acquisitions		Impairments			Finalization of Isle Purchase Price Accounting			Assets Held for Sale			Balance at September 30, 2018
	(in thousands)
Goodwill by reportable segment:
West		$	152,775	$	—	$	—			(14	)		—		$	152,761
Midwest			327,088		—		—			(4,343	)		—			322,745
South			200,417		—		(9,815	)		(1,752	)		—			188,850
East			66,826		—		—			—			(3,122	)		63,704
Central			—		60,086		—			—			—			60,086
Total Goodwill		$	747,106	$	60,086	$	(9,815	)	$	(6,109	)	$	(3,122	)	$	788,146

Segment	Property	State
West	Eldorado Reno	Nevada
	Silver Legacy	Nevada
	Circus Reno	Nevada
	Isle Black Hawk	Colorado
	Lady Luck Black Hawk	Colorado

Midwest	Waterloo	Iowa
	Bettendorf	Iowa
	Boonville	Missouri
	Cape Girardeau	Missouri
	Caruthersville	Missouri
	Kansas City	Missouri

South	Pompano	Florida
	Eldorado Shreveport	Louisiana
	Lake Charles	Louisiana
	Lula	Mississippi
	Vicksburg	Mississippi

East	Presque Isle Downs	Pennsylvania
	Nemacolin	Pennsylvania
	Scioto Downs	Ohio
	Mountaineer	West Virginia

Central	Elgin	Illinois

Exhibit Number	Description of Exhibit	Method of Filing

2.1	Agreement and Plan of Merger by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc., dated as of April 15, 2018	Previously filed on Form 8-K filed on April 16, 2018.

2.2	Interest Purchase Agreement by and among MGM Elgin Sub, Inc., Illinois RBG, L.L.C., Eldorado Resorts, Inc., Elgin Holdings I LLC, Elgin Holdings II LLC, Elgin Riverboat Resort-Riverboat Casino and MGM Resorts International, dated as of April 15, 2018	Previously filed on Form 8-K filed on April 16, 2018.

4.1	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	Previously filed on Form 10-Q filed on August 7, 2018.

4.2	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	Previously filed on Form 10-Q filed on August 7, 2018.

4.3	Indenture dated as of September 20, 2018, by and between Delta Merger Sub, Inc. and U.S. Bank, National Association	Previously filed on Form 8-K filed on September 20, 2018

4.4	Loan Agreement, dated as of October 1, 2018, by and among Eldorado Resorts, Inc. and GLP Capital, L.P.	Previously filed on Form 8-K filed on October 1, 2018

4.5	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	Previously filed on Form 8-K filed on October 1, 2018

4.6	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	Previously filed on Form 8-K filed on October 1, 2018

4.7	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	Previously filed on Form 8-K filed on October 1, 2018

10.1	Master Lease by and among Eldorado Resorts, Inc. and GLP Capital, L.P., dated as of October 1, 2018	Previously filed on Form 8-K filed on October 1, 2018

10.2	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	Previously filed on Form 8-K filed on October 1, 2018

10.3	Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts, Inc.	Previously filed on Form 8-K filed on October 1, 2018

10.4	Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Gary Carano and Eldorado Resorts, Inc.	Previously filed on Form 8-K filed on October 1, 2018

10.5	Amendment No. 1 to Amended and Restated Employment Agreement, dated September 29, 2018, by and between Anthony Carano and Eldorado Resorts, Inc.	Previously filed on Form 8-K filed on October 1, 2018

31.1	Certification of Gary L. Carano pursuant to Rule 13a‑14a and Rule 15d‑14(a)	Filed herewith.

31.2	Certification of Thomas R. Reeg pursuant to Rule 13a‑14a and Rule 15d‑14(a)	Filed herewith.

32.1	Certification of Gary L. Carano in accordance with 18 U.S.C. Section 1350	Filed herewith.

32.2	Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350	Filed herewith.

101.1	XBRL Instance Document	Filed herewith.

101.2	XBRL Taxonomy Extension Schema Document	Filed herewith.

101.3	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.

101.4	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

101.5	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.

101.6	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

		ELDORADO RESORTS, INC.

Date: ~~May~~November 8, 2018		/s/ Gary L. Carano
		Gary L. Carano
		Chief Executive Officer and Chairman of the Board

Date: ~~May~~November 8, 2018		/s/ Thomas R. Reeg
		Thomas R. Reeg
		President and Chief Financial Officer
		(Principal Financial Officer)