Edgar Filing: TRUMP ENTERTAINMENT RESORTS HOLDINGS LP

Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

TRUMP ENTERTAINMENT RESORTS, INC.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

TRUMP ENTERTAINMENT RESORTS FUNDING, INC.

(Exact name of registrants as specified in their charters)


Delaware	1-13794	13-3818402
Delaware	33-90786	13-3818407
Delaware	33-90786-01	13-3818405
(State or other jurisdiction of incorporation or organization)	(Commission File Numbers)	(I.R.S. Employer Identification No.)

15 South Pennsylvania Avenue

Atlantic City, New Jersey 08401

(609) 449-5866

(Address, including zip code, and telephone number, including area code, of principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:


Registrant	Title of Each Class	Nameof Each Exchange on Which Registered
Trump Entertainment Resorts, Inc.	Common Stock, par value $0.001 per share	None
Trump Entertainment Resorts Holdings, L.P.	None	None
Trump Entertainment Resorts Funding, Inc.	None	None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Trump Entertainment Resorts, Inc.		Yes ¨ No x
Trump Entertainment Resorts Holdings, L.P.		Yes x No ¨
Trump Entertainment Resorts Funding, Inc.		Yes x No ¨

Indicate by check mark whether each 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 x No ¨

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

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


Trump Entertainment Resorts, Inc.
Large Accelerated Filer ¨	Accelerated Filer x	Non-Accelerated Filer ¨	Smaller Reporting Company ¨
Trump Entertainment Resorts Holdings, L.P.
Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer x	Smaller Reporting Company ¨
Trump Entertainment Resorts Funding, Inc.
Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer x	Smaller Reporting Company ¨

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity of Trump Entertainment Resorts, Inc. held by non-affiliates as of June 30, 2008 was approximately $56,586,944, based upon the closing price of $1.91 for the common stock on the Nasdaq Global Market on that date. The aggregate market value of the voting and non-voting common equity of Trump Entertainment Resorts Funding, Inc. held by non-affiliates as of June 30, 2008 was $0. The common stock of Trump Entertainment Resorts, Inc. traded on the Nasdaq Global Market (formerly, the Nasdaq National Market System) from September 20, 2005 through February 26, 2009 under the ticker symbol “TRMP.”

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨

As of March 12, 2009, there were 31,713,376 shares of common stock and 900 shares of class B common stock of Trump Entertainment Resorts, Inc. outstanding. As of March 12, 2009, there were 100 shares of common stock of Trump Entertainment Resorts Funding, Inc. outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business	1

Item 1A.	Risk Factors	9

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	13

Item 3.	Legal Proceedings	14

Item 4.	Submission of Matters to a Vote of Security Holders	15

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	16

Item 6.	Selected Financial Data	18

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 8.	Financial Statements and Supplementary Data	31

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67

Item 9A.	Controls and Procedures	67

Item 9B.	Other Information	67

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	68

Item 11.	Executive Compensation	71

Item 12.	Security Ownership of Certain Beneficial Owners and Management	83

Item 13.	Certain Relationships and Related Transactions	85

Item 14.	Principal Accountant Fees and Services	86

PART IV

Item 15.	Exhibits and Financial Statement Schedules	87

PART I

Item 1.

Business

In this Report, “TER” means Trump Entertainment Resorts, Inc., a Delaware corporation. The words “Company,” “we,” “us,” “our” and similar terms collectively refer to TER and its subsidiaries, including, but not limited to, Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership of which TER is the sole general partner and an indirect limited partner (“TER Holdings”), and Trump Entertainment Resorts Funding, Inc., a Delaware corporation wholly-owned by TER Holdings (“TER Funding”).

We are the successors to Trump Hotels & Casino Resorts, Inc., a Delaware corporation formed in 1995 (“THCR”), and its subsidiaries.

Recent Events

Chapter 11 Proceedings. On February 17, 2009 (the “Petition Date”), TER and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Camden, New Jersey (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). These chapter 11 cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-13656 and 09-13658 through 09-13664 (JHW) (the “Chapter 11 Case”).

The Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

As debtors-in-possession, the Debtors are authorized to continue to operate as ongoing businesses, and may pay all debts and honor all obligations arising in the ordinary course of their businesses after the Petition Date. However, the Debtors may not pay creditors on account of obligations arising before the Petition Date or engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court, after notice and an opportunity for a hearing.

Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most litigation pending against the Debtors, are stayed. Other pre-petition contractual obligations against the Debtors generally may not be enforced. Absent an order of the Bankruptcy Court providing otherwise, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization to be voted upon by creditors and other stakeholders, and approved by the Bankruptcy Court.

The Debtors have received approval from the Bankruptcy Court of their “first day” motions, which were filed as part of the Chapter 11 Case. Among other “first day” relief, the Debtors received approval to continue wage and salary payments and other benefits to employees as well as certain related pre-petition obligations; to continue to honor customer programs as well as certain related pre-petition customer obligations; and to pay certain pre-petition trade claims held by critical vendors. The Debtors intend to continue to pay vendors and suppliers in the ordinary course of business for goods and services delivered post-petition.

Under the priority scheme established by the Bankruptcy Code, certain post-petition and secured or “priority” pre-petition liabilities need to be satisfied before general unsecured creditors and holders of the Debtors’ equity are entitled to receive any distribution. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to the claims and interests of each of these constituencies. Additionally, no assurance can be given as to whether, when or in what form unsecured creditors and holders of the Debtors’ equity may receive a distribution on such claims or interests.

Under the Bankruptcy Code, we may assume, assume and assign, or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and certain other conditions. Any description of an executory contract or unexpired lease in this Report, including where applicable our express termination rights or a quantification of our obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights we have under the Bankruptcy Code.

For the duration of the Chapter 11 Case, our business is subject to the risks and uncertainties of bankruptcy. For example, the Chapter 11 Case could adversely affect our relationships with customers, suppliers and employees which, in turn, could adversely affect the going concern value of our business and of our assets. At this time, it is not possible to predict with certainty the effect of the Chapter 11 Case on our business or various creditors, or when we will emerge from bankruptcy. Our future results depend upon our confirming, and successfully implementing, on a timely basis, a plan of reorganization. See “Item 1A. Risk Factors.”

The filing of the Chapter 11 Case constituted an event of default or otherwise triggered repayment obligations under the indenture governing the $1.25 billion 8.5% Senior Secured Notes due 2015 (the “Senior Notes”) issued by TER Holdings and TER Funding and the Company’s $493 million senior secured term loan agreement (the “2007 Credit Facility”). As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility became automatically due and payable, subject to an automatic stay of any action to collect, assert or recover a claim against the Debtors and the application of applicable bankruptcy law.

Nasdaq Delisting. On February 17, 2009, TER received a notification from the Nasdaq Stock Market (“Nasdaq”) indicating that the Nasdaq staff had determined, in accordance with Nasdaq Marketplace Rules 4300, 4450(f) and IM-4300, that TER’s common stock, par value $0.001 per share (“TER Common Stock”) will be delisted from Nasdaq in light of the filing of the Chapter 11 Case, concerns about the residual equity interest of the existing listed security holders and concerns about TER’s ability to sustain compliance with all of Nasdaq’s listing requirements. Nasdaq trading in TER Common Stock was suspended on February 26, 2009. On March 12, 2009, Nasdaq announced it will file a Form 25 with the SEC to complete the delisting. The delisting becomes effective ten days after the Form 25 is filed.

Donald J. Trump’s Abandonment of Limited Partnership Interests in TER Holdings. By letter dated February 13, 2009, Donald J. Trump (“Mr. Trump”) notified TER that he had abandoned any and all of his 23.5% direct limited partnership interest in TER Holdings and relinquished any and all rights under the Fourth Amended and Restated Agreement of Limited Partnership of TER Holdings (the “Partnership Agreement”) or otherwise with respect to TER Holdings and Mr. Trump’s limited partnership interest. Pursuant to the terms of the Partnership Agreement, the prior written consent of TER, as the general partner of TER Holdings, is required for a limited partner to withdraw. TER has not consented to a withdrawal by Mr. Trump from TER Holdings. Accordingly, TER reserves all rights and remedies against Mr. Trump with respect to his purported abandonment of his limited partnership interest.

Resignation of Mr. Trump and Ivanka M. Trump. Pursuant to written letters of resignation dated February 13, 2009, Donald J. Trump and Ivanka M. Trump resigned as members of the Board of Directors of TER (the “Board”). Mr. Trump served as Chairman of the Board.

The Company

General. We own and operate three casino hotel properties in Atlantic City, New Jersey: Trump Taj Mahal Casino Resort (“Trump Taj Mahal”); Trump Plaza Hotel and Casino (“Trump Plaza”); and Trump Marina Hotel Casino (“Trump Marina”).

The following is a summary of our casino properties at December 31, 2008:


Casino Property	2008 Net Revenues (000s)		Number of Rooms/ Suites	Approximate Number of Gaming Tables	Approximate Number of Slot Machines
Trump Taj Mahal	$	460,688	2,027	200	3,160
Trump Plaza		252,765	900	95	2,115
Trump Marina		194,555	728	70	1,980

Total	$	908,008	3,655	365	7,255

Pending Sale of Trump Marina. On May 28, 2008, Trump Marina Associates, LLC entered into an Asset Purchase Agreement (the “Marina Agreement”) to sell the Trump Marina Hotel Casino to Coastal Marina, LLC, an affiliate of Coastal Development, LLC. On October 28, 2008, the parties entered into an amendment to the Marina Agreement (the “Marina Amendment”) to modify certain terms and conditions of the Marina Agreement. The closing is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey governmental authorities. There can be no assurance that the transaction for the sale of Trump Marina will close. In the event the closing does not occur, our recourse may be limited to the $2 million deposit currently held in escrow. Our consolidated financial statements included in this Report reflect the results of Trump Marina as discontinued operations. All prior periods presented have been reclassified to conform to the current period classification.

Investor Information

We are a public company and are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we file periodic reports and other information with the Securities and Exchange Commission (the “SEC”). Such reports and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically.

Our website address is http://www.trumpcasinos.com. We make available, without charge, through our website, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. References in this document to our website are not and should not be considered part of this Report, and the information on our website is not incorporated by reference in this Report.

Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for Principal Officers and Directors, and the charters of our Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Executive Committee, are available free of charge on our website under the “Corporate Governance” section in the “Investor Relations” section.

In addition, we intend to use our website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Such disclosures will be included on our website in the “Investor Relations” sections. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 about the disclosures contained in this Report are attached hereto and available on our website.

Business and Marketing Strategy

The Atlantic City destination gaming market has been substantially impacted by the national economic downturn. We have implemented the following initiatives to cope with this difficult economic period marked by record-low consumer confidence and the current competitive environment, while simultaneously making strategic investments in our business to improve our market position in the long-term.

We have targeted several initiatives that we believe will enhance our ongoing efforts to retain existing customers, increase trip frequency and acquire new customers. They are:

•

Facility innovation: Over several years, we engaged in a retheming and expansion capital program to make various improvements at our facilities, including the construction of the new 782-room Chairman Tower at Trump Taj Mahal, the renovation of all hotel rooms at each of our properties and the retheming of our gaming floors at Trump Taj Mahal and Trump Plaza. For more information on facility enhancements, see “Casino Properties” below.

•

Revenue and yield management: We have placed significant emphasis on increasing cash revenue at our properties and managing our mix of cash and complimentary customers to yield the most profit from our overnight guests. Our efforts have focused on increasing hotel occupancy and revenue per available room, launching a new interactive marketing campaign and websites to appeal to the growing number of customers utilizing the internet to plan and reserve travel arrangements.

•

Cost containment: We have taken aggressive steps to streamline our operational expenses while building a corporate structure that reflects the size and structure of our business. Additionally, we have strategically realigned our operating structure to appropriately function within current business volumes during the economic downturn. These initiatives have resulted in significant cost savings at the property and corporate levels.

•

Marketing: Our overall marketing plan to unite our properties in order to be able to attract and retain customers based on increased offerings in our loyalty rewards program and available amenities included the successful launch of our cornerstone marketing program, TrumpONE. TrumpONE allows guests to earn and redeem complimentaries at each of our properties and, therefore, has substantially increased the range of options available to guests while also consolidating our databases for more effective consumer marketing efforts. We have completed the consolidation of our direct marketing, advertising and public relations functions in order to more effectively market our properties as a unified enterprise.

•

Customer service: As a result of our belief that providing a memorable, positive experience for our customers is a fundamental necessity of our business, we launched several customer service and satisfaction programs over the past three years designed to train and measure employees on simple service behaviors that can create a superior hospitality experience.

Additionally, we have developable land at each of our casino properties, including:

•

11.4 acres at Trump Taj Mahal, including 3.5 unique acres on the Steel Pier;

•

3.5 acres at Trump Plaza; and

•

2 acres at Trump Marina, in addition to the capacity to build atop portions of the existing facility.

Casino Properties

Trump Taj Mahal Casino Resort. Trump Taj Mahal, located on the northern end of Atlantic City’s boardwalk (the “Boardwalk”), is located on 39.4 acres and features the new, 782-room Chairman Tower which includes 66 suites and 8 penthouse suites and the original 1,245-room hotel tower, which includes 230 suites and 7 penthouse suites. Trump Taj Mahal also features 16 dining locations, including Il Mulino New York, 5 cocktail lounges, and approximately 143,500 square feet of ballroom, meeting room and pre-function area space. The property also features approximately 167,300 square feet of newly renovated gaming space that includes approximately 200 table games (including poker tables), approximately 3,160 slot machines, a new high-end gaming salon, an approximately 12,500 square-foot Poker, Keno and Race Simulcasting room and an Asian-themed table game area offering popular Asian table games. Trump Taj Mahal also features the following: an approximately 20,000 square foot multi-purpose entertainment complex known as the “Xanadu Theater,” with seating capacity for up to approximately 1,200 people, which can be used as a theater, concert hall, boxing arena or exhibition hall; the Casbah nightclub; the Mark G. Etess Arena, featuring approximately 63,000 square feet of exhibition and entertainment space which can accommodate over 5,000 people; and a health club, spa and fitness center with an indoor pool. Trump Taj Mahal also has a parking garage for approximately 6,750 cars, a 6 bay bus terminal and a roof-top helipad.

Trump Plaza Hotel and Casino. Trump Plaza is located at the center of the Boardwalk at the end of the Atlantic City Expressway (the main highway into the city) covering 10.9 acres with direct access to Boardwalk Hall (an entertainment and sporting venue owned and operated by the New Jersey Sports and Exposition Authority that can accommodate up to approximately 13,000 people). Trump Plaza features approximately 900 newly renovated hotel rooms, including 140 suites, approximately 96,000 square feet of newly renovated casino space with approximately 2,115 slot machines and approximately 95 table games. Amenities include approximately 18,000 square feet of conference space, an approximately 750-seat cabaret theater, two cocktail lounges, eleven dining locations, a players’ club, health spa, an indoor pool, a seasonal beach bar and restaurant and retail outlets. Trump Plaza’s parking garage can accommodate 13 buses and approximately 2,700 cars.

Trump Marina Hotel Casino. Trump Marina covers approximately 14 acres in Atlantic City’s marina district, overlooks the Senator Frank S. Farley State Marina and features a 27-story hotel with 728 newly renovated guest rooms, including 157 suites, 97 of which are luxury suites. The casino offers approximately 79,000 square feet of gaming space, approximately 1,980 slot machines, approximately 70 table games and approximately 30,500 square feet of convention, ballroom and meeting space. Trump Marina also features an approximately 540-seat cabaret-style theater, a nightclub, four retail outlets, 9 dining locations, a cocktail lounge and a recreation deck with a health spa, outdoor pool, tennis courts, basketball courts, jogging track and a pool side snack bar. To facilitate access to the property, Trump Marina has a nine-story parking garage capable of accommodating approximately 3,000 cars. Trump Marina also has an 11 bay bus terminal and a roof-top helipad.

Competition

Atlantic City Market. The Atlantic City market primarily serves the New York-Philadelphia-Baltimore-Washington, D.C. corridor with nearly 30 million adults living within a three-hour driving radius. The Atlantic City market is the second largest gaming market in the United States, after Las Vegas. In 2008, the casinos in the Atlantic City market generated $4.5 billion in casino revenue. Our three casinos combined represent approximately 21% of the gaming positions and hotel rooms in the Atlantic City market and generate approximately 21% of the market gaming revenue.

Competition in Atlantic City is intense and continues to increase. Currently, the 11 casino hotels located in Atlantic City, including our three properties, compete with each other on the basis of customer service, quality and extent of amenities and promotional offers. For this reason, we and our competitors require substantial capital expenditures to compete effectively. During 2008, certain of our existing competitors in Atlantic City completed significant room expansion projects and added other new amenities to their facilities. We substantially completed the construction of a new, 782-room hotel tower at the Taj Mahal, the Chairman Tower, to remain competitive with these new facilities.

Revel Entertainment Group (“Revel”) continues development on a 20-acre, oceanfront site next to the Showboat Casino Hotel. Revel has announced that it plans to construct an approximate $2 billion mega resort which was originally expected to open in late 2010. While Revel has obtained interim financing allowing it to commence certain work at the site, it has not yet received financing for its complete project. It recently announced that it would slow construction on the project until it can secure long-term financing. At this time we cannot ascertain when and if Revel’s project will be completed.

We believe that there are several other sites on the Boardwalk, in the marina district and possibly at Bader Field, a former airport located in Atlantic City, if that area is zoned for gaming, where casino hotels could be built in the future. The

City of Atlantic City is currently soliciting formal development proposals for Bader Field. Additionally, various applications for casino licenses have been filed and announcements with respect thereto have been made from time to time in these areas. Future developments and expansions could have a material adverse effect on our business and operations.

We cannot ascertain at this time the effects that any new projects could have on the Atlantic City gaming market. However, the added strength of these competitors and resulting economies-of-scale could diminish our market share in the market in which we compete.

Pennsylvania. In July 2004, the Pennsylvania legislature enacted the Race Horse Development and Gaming Act which authorizes the Control Board to permit a total of up to 61,000 slot machines in up to fourteen different licensed locations in Pennsylvania, seven at racetracks (each with up to 5,000 slot machines), five at slot parlors (two in Philadelphia, one in Pittsburgh and two elsewhere, each with up to 5,000 slot machines) and two at established resorts (each with up to 500 slot machines). Three of the racetrack sites, Pocono Downs, Philadelphia Park and Chester Downs and three slot parlors, two in Philadelphia and one in Bethlehem, are located in our market area. Slot machine operations commenced in late 2006 at the racetracks and, as of late 2008, approximately 9,000 slot machines were operating at these locations. The slot parlor in Bethlehem is expected to open in May 2009 with approximately 3,000 slot machines with an eventual increase to 5,000 slot machines. The two Philadelphia slot parlors continue to experience delays in receiving the necessary approvals to commence construction. When fully operational, the Philadelphia area locations could operate up to 15,000 slot machines. Competition from the Pennsylvania area slot machine facilities that are currently operational has adversely impacted Atlantic City casinos, including our casinos. We believe that the potential opening of these other slot parlors could further adversely impact Atlantic City casinos, including our casinos.

New York. Pursuant to legislation enacted in 2001, the Division of the Lottery of the State of New York is authorized to permit the installation of video lottery terminals (“VLTs”) at various horse racing facilities in New York. During 2004, VLT operations commenced at four upstate and western New York racetracks and at a racetrack in Sullivan County, which operates 1,500 VLTs and is considerably closer (approximately 95 miles) to Manhattan. The VLT facility at Yonkers Raceway opened in late 2006 and now operates 5,500 VLTs. In October 2008, an operator for a proposed 4,500 VLT facility at Aqueduct Racetrack was selected through a competitive bid process; however, the State of New York and the winning bidder have not signed a contract to operate and construct the facility at this time. Once construction begins on the facility, it is expected to take approximately 12-14 months to complete. At this time, we cannot ascertain when and if construction will begin. Additionally, at various times there have been discussions about allowing VLTs at the Belmont racetrack. These locations are less than fifteen miles from Manhattan.

The 2001 legislation also authorized the Governor of New York to negotiate compacts authorizing the operation of up to six Native American casino facilities including slot machine gaming. A compact negotiated in 2002 authorized three such facilities located in the western part of New York and outside of our primary market area. The remaining three Native American casinos, if developed, are required by law to be located in either Sullivan County or Ulster County, adjoining counties approximately 100 miles northwest of Manhattan. Competition from the VLT facilities at Aqueduct Racetrack and Yonkers Raceway and from potential Native American casinos as may be authorized and operated in Sullivan or Ulster County could adversely impact Atlantic City casinos, including our casinos.

Meadowlands Racino. In April 2004, the Atlantic City casinos executed an agreement with the New Jersey Sports and Exposition Authority (“NJSEA”) which owns and operates two of the four New Jersey horse race tracks, including the Meadowlands race track. The agreement provides that annual payments made by the casinos to the NJSEA in each of 2004 through 2008 in order to subsidize horse racing would establish a moratorium on the conduct of casino gaming, including VLTs at any New Jersey race track until January 2009.

In August 2008, the Atlantic City casinos executed a new agreement with the NJSEA (the “2008 NJSEA Subsidy Agreement”). The 2008 NJSEA Subsidy Agreement provides that substantial annual payments made by the casinos to the NJSEA in 2008 through 2011 in order to subsidize horse racing would establish a moratorium on the conduct of casino gaming, including VLTs at any New Jersey race track until December 31, 2011.

Maryland. In November 2008, Maryland voters passed a referendum to allow 15,000 slot machines at five locations across that state. The State of Maryland set a February 2009 deadline for bids to operate the five locations. In the initial bids received, potential operators bid for 6,550 of the total potential slot machines available. The State of Maryland has indicated it is targeting to have the first slot parlors open by 2011. Customers from the Baltimore-Washington D.C. area are not a significant contributor to our revenues currently; however, we believe additional competition in the Northeastern United States could have an adverse effect on our business.

Delaware. We compete with Delaware primarily for gaming customers from the Southern New Jersey, Southern Pennsylvania and Delaware regions. Various proposals to allow sports betting and/or table games in Delaware have been introduced in that State’s General Assembly. While Atlantic City’s casinos currently offer table games, we currently are not permitted to offer sports betting. We believe the introduction of sports betting in Delaware could have an adverse effect on our business.

Native American Tribes. Our properties also face considerable competition from casino facilities operated by federally recognized Native American tribes, such as Foxwoods Resort Casino in Ledyard, Connecticut and Mohegan Sun Casino Resort in Uncasville, Connecticut. Both of these properties recently completed expansion projects. Pursuant to the Indian Gaming Regulatory Act (the “IGRA”), which was passed by Congress in 1988, any state that permits casino-style gaming, even if only for limited charity purposes, is required to negotiate gaming compacts with federally recognized Native American tribes. Under the IGRA, Native American tribes enjoy comparative freedom from regulation and taxation of gaming operations, which provides them with an advantage over their competitors, including our properties.

In addition, Native American nations have sought or are seeking federal recognition, land and gaming compacts in New York, Pennsylvania, Connecticut and other states near Atlantic City. If successful, additional casinos built in or near this portion of the United States could have a material adverse effect on the business and operations of our properties.

There could be further competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. We expect each market in which we participate, both current and prospective, to be highly competitive.

Regulatory and Licensing

Gaming Regulation. The gaming industry is highly regulated, and we must maintain our casino licenses and pay gaming taxes to continue our gaming operations. Each of our casinos is subject to extensive regulation under the statutes and regulations of the State of New Jersey. During June 2007, the New Jersey Casino Control Commission (the “CCC”) renewed our licenses to operate Trump Taj Mahal, Trump Plaza and Trump Marina until June 2012. Also, since February 2004, we have been a registered publicly traded corporation with the Nevada Gaming Control Board (the “NGCB”) under the Nevada Gaming Control Act and are subject to the licensing and regulatory control of the Nevada Gaming Commission, the NGCB and the Clark County Liquor and Gaming Licensing Board. These statutes and regulations generally concern the financial stability of the casino licensee, the good character of the owners, managers and employees and of other persons with financial interests in the gaming operations (including those with certain ownership levels of a casino licensee’s securities) and the procedures and controls which govern those gaming operations. A more detailed description of New Jersey and Nevada laws and regulations to which we are subject is contained in Exhibit 99.1 to this Report and is incorporated by reference herein. Gaming operations that we may undertake in the future in other jurisdictions will also subject us and such operations to regulations by such other jurisdictions.

Other Regulation. In addition to gaming regulations, our business is subject to various other federal, state and local laws and regulations, including but not limited to, restrictions and conditions concerning taxation, treasury regulations, building code and land use requirements, environmental matters and local licenses and permits.

United States Department of Treasury (“DOT”) regulations require casinos to report currency transactions involving more than $10,000 per patron per gaming day. Treasury Financial Crimes Enforcement Network regulations further require casinos to report certain gaming patron transactions involving suspicious activity. We have established internal control procedures to comply with these DOT regulations, including: (i) computer exception reporting; (ii) review of currency and suspicious activity transactions and reporting by committees comprised of casino operations, marketing and administration executives; (iii) internal audit testing of DOT regulation compliance; (iv) training employees to comply with DOT regulations; and (v) a disciplinary program for employee violations.

Pursuant to the provisions of the New Jersey Casino Control Act, we must either obtain investment tax credits in an amount equivalent to 1.25% of our gross casino revenues, as defined in the New Jersey Casino Control Act, or pay an alternative tax of 2.5% of our gross casino revenues. Investment tax credits may be obtained by making qualified investments, or by depositing funds which may be converted to bonds by the Casino Reinvestment Development Authority (“CRDA”). Certain of our subsidiaries are required to make quarterly deposits with the CRDA to satisfy their investment obligations.

We believe that all required licenses, permits and other approvals necessary to conduct our business have been obtained for our operations in the State of New Jersey and elsewhere. Material changes in these laws or regulations or in the interpretation of the same by courts or administrative agencies could adversely affect our company, including its operating results.

Smoking Ban. On January 9, 2006, the New Jersey Legislature adopted the New Jersey Smoke-Free Air Act, which was effective on April 15, 2006. The law prohibits the smoking of tobacco in structurally enclosed indoor public places and workplaces in New Jersey, including licensed casino hotels. The law permits smoking within the perimeter of casino and casino simulcasting areas, and permits 20% of hotel guest rooms to be designated as smoking rooms.

On April 15, 2007, an ordinance in Atlantic City became effective which extended smoking restrictions under the New Jersey Smoke-Free Air Act. This ordinance mandated that casinos restrict smoking to designated areas of up to 25% of the casino floor. During April 2008, Atlantic City’s City Council unanimously approved an amendment to the ordinance, banning smoking entirely on all casino gaming floors and casino simulcasting areas, but allowing smoking in separately exhausted, non-gaming, smoking lounges. The amendment to the ordinance became effective on October 15, 2008, however, on October 27, 2008, Atlantic City’s City Council voted to postpone the full smoking ban for at least one year due to, among other things, the weakened economy and increased competition in adjoining states. The postponement of the full smoking ban became effective on November 16, 2008.

We believe that these bans on smoking within indoor public places and for casino and casino simulcasting areas have adversely affected the Atlantic City casinos, including our casinos.

In addition, bills are pending in the New Jersey Senate and Assembly which, if enacted, would repeal the gaming area exemption from the smoking ban provided for in the New Jersey Smoke-Free Air Act. This proposed ban on smoking in the casino and casino simulcasting areas could adversely affect the Atlantic City casinos, including our casinos.

CAFRA Agreement. Trump Taj Mahal received a permit under the Coastal Area Facilities Review Act (“CAFRA”) (which is included as a condition of the Trump Taj Mahal’s casino license) that initially required Trump Taj Mahal to begin construction of certain improvements on the Steel Pier by October 1992, which improvements were to be completed within 18 months of the commencement of construction. Trump Taj Mahal initially proposed a concept to improve the Steel Pier, the estimated cost of which was $30 million. Such concept was approved by the New Jersey Department of Environmental Protection, the agency which administers CAFRA. In March 1993, Taj Associates obtained a modification of its CAFRA permit providing for an extension of the required commencement and completion dates of the improvements to the Steel Pier for one year, which has been renewed annually, based upon an interim use of the Steel Pier as an amusement park. The pier sublease, pursuant to which Trump Taj Mahal leases the Steel Pier to an amusement park operator, terminates on December 31, 2010. The conditions of the CAFRA permit renewal thereafter are under discussion with the New Jersey Department of Environmental Protection.

Employees and Labor Relations

Number of Employees. The table below sets forth the approximate number of our full-time equivalent employees working at our properties as of December 31, 2008:


Property		Number of Full-Time Equivalent Employees
Trump Taj Mahal		2,900
Trump Plaza		1,800
Trump Marina		1,700

Total		6,400

Collective Bargaining Agreements. Certain of our casino hotel employees are subject to collective bargaining agreements. Approximately 2,824 of our employees are covered by a collective bargaining agreement with Local 54, UNITE-HEREIU (Hotel Employees and Restaurant Employees International Union) which was effective September 15, 2004 and is set to expire on September 14, 2009. Approximately 188 of our employees are covered by a collective bargaining agreement with the International Union of Operating Engineers, Local 68 which was effective May 1, 2006 and expires on April 30, 2011. Approximately 73 of our employees are covered by a collective bargaining agreement with the United Brotherhood of Carpenters and Joiners of America, Local 623 which was effective May 1, 2006 and expires on April 30, 2011. Approximately 18 of our employees are covered by a collective bargaining agreement with the International Union of Painters & Allied Trades, District Council 711 which was effective May 1, 2006 and expires on April 30, 2011. Approximately 30 of our employees are covered by a collective bargaining agreement with the International Alliance of Theatrical Stage Employees, Local 917 which was effective July 1, 2006 and expires on June 30, 2011. Approximately 9 of our employees are covered by a collective bargaining agreement with the International Brotherhood of Teamsters, Local 331 which was effective March 1, 2008 and expires on March 31, 2011. A certification election requesting representation by the United Auto Workers for dealers at Trump Plaza occurred on March 31, 2007. The majority of dealers elected to be represented by the United Auto Workers. Objections were filed by the Company contesting the outcome of the election. The objections are currently being considered by the Washington D.C. Circuit Court of Appeals and the election results have yet to be certified. A certification election requesting representation by the United Auto Workers for dealers at Trump Marina was held on May 11, 2007. The majority of dealers elected not to be represented by the United Auto Workers. United Auto Workers filed objections to the election. On February 17, 2009, the National Labor Relations Board in Washington, D.C. ruled that another election should be held. On March 6, 2009, the Company filed a petition with the Washington, D.C. Circuit Court of Appeals for further review of the unfair labor practices. The election is being held in

abeyance until the unfair labor practices petition is remedied. We believe that we have established productive and professional relationships with all of our collective bargaining partners as well as our represented and unrepresented employees.

Licensing Requirements. Certain of our employees are required to be licensed by, or registered with, the CCC, depending upon the nature of their employment. Casino employees are subject to more stringent licensing requirements than non-casino employees, and are required to meet applicable standards pertaining to such matters as financial responsibility, good character, ability, casino training, experience and in-state residency. These regulations have resulted in significant competition for eligible employees.

Seasonality

Our cash flows from operating activities are seasonal in nature. Spring and summer are traditionally the peak seasons for our properties, with autumn and winter being non-peak seasons. Consequently, our operating results for the quarters ending in March and December are not historically as profitable as the quarters ending in June and September. Any excess cash flow achieved from operations during peak seasons is used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that we are unable to generate excess cash flows in one or more peak seasons, we may not be able to subsidize non-peak seasons, if necessary.

Item 1A.

Risk Factors

Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this annual report. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected.

Chapter 11 Case.

On February 17, 2009, TER and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed for protection under the Bankruptcy Code and commenced the Chapter 11 Case. During the Chapter 11 Case, our operations are subject to the risks and uncertainties associated with bankruptcy, including, but not limited to, the following:

•

Difficulties of operating our properties while attempting to reorganize our business in bankruptcy may make it more difficult to maintain and promote our facilities and attract customers to our facilities.

•

Our vendors and service providers may require stricter terms and conditions.

•

Substantial costs for professional fees and other expenses.

•

Adverse affect on our ability to maintain our gaming licenses.

•

Inability to continue to grow our business through acquisitions and restrictions on our ability to pursue other business strategies. Among other things, the Bankruptcy Code limits our ability to incur additional indebtedness, make investments, sell assets, consolidate, merge or sell or otherwise dispose of all or substantially all of our assets or grant liens. These restrictions may place us at a competitive disadvantage.

•

Adverse affect on our ability to maintain, expand, develop and remodel our properties.

•

Transactions by the Debtors outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

•

We may not be able to obtain Bankruptcy Court approval or such approval may be delayed with respect to actions we may seek to undertake in the Chapter 11 Case.

•

We may be unable to retain and motivate key executives and employees through the process of reorganization, and we may have difficulty attracting new employees. In addition, so long as the Chapter 11 Case continues, our senior management will be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on business operations.

•

We may need to obtain additional financing to fund our operations and capital expenditures. There can be no assurance as to our ability to obtain sufficient financing. We are currently financing our operations during our reorganization using cash on hand. The challenges of obtaining financing are exacerbated by adverse conditions in the general economy and the tightening in the credit markets. These conditions and our Chapter 11 Case make it more difficult for us to obtain financing.

•

There can be no assurance that we will be able to successfully develop, execute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 Case that are acceptable to the Bankruptcy Court and the Debtors’ creditors and other parties in interest. Additionally, third parties may seek and obtain Bankruptcy Court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm one or more plans of reorganization, to appoint a Chapter 11 Trustee, or to convert the case to a Chapter 7 case.

•

Even assuming a successful emergence from chapter 11, there can be no assurance as to the overall long-term viability of our business.

Under the priority scheme established by the Bankruptcy Code, unless creditors agree otherwise in accordance with the Bankruptcy Code, pre-petition liabilities and post-petition liabilities must be satisfied in full before shareholders are entitled to receive any distribution or retain any property under a plan of reorganization. The ultimate recovery to creditors

and/or shareholders, if any, will not be determined until confirmation of a plan of reorganization. No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 Case to each of these constituencies or what types or amounts of distributions, if any, they would receive. If certain requirements of the Bankruptcy Code are met, a plan of reorganization can be confirmed notwithstanding its rejection by equity holders and notwithstanding the fact that equity holders do not receive or retain any property on account of their equity interests under the plan of reorganization. We do not presently believe that there will be any meaningful recovery, or any recovery at all, for holders of TER Common Stock.

Our audited consolidated financial statements have been prepared assuming that we will continue as a going concern. However, the report of our independent registered public accounting firm on the financial statements of the Company as of and for the year ended December 31, 2008 includes an explanatory paragraph describing the existence of substantial doubt about the ability of our Company to continue as a going concern.

Our ability to continue as a going concern is contingent upon, among other things: (1) our ability to maintain compliance with all terms of our debt structure; (2) our ability to generate cash from operations and to maintain adequate cash on hand; (3) the resolution of the uncertainty as to the amount of claims that will be allowed; (4) our ability to confirm a plan of reorganization under the Bankruptcy Code and obtain any debt and equity financing which may be required to emerge from bankruptcy protection; and (5) our ability to achieve profitability.

Nasdaq Deslisting.

Effective February 26, 2009, Nasdaq delisted TER Common Stock from trading. Negative implications may be associated with the delisting, including potential loss in confidence in our Company by suppliers, customers and employees and the loss of institutional investor interest in TER Common Stock as a result of the delisting.

Current conditions in the global markets and general economic pressures may adversely affect consumer spending and our business and results of operations.

Our performance depends on the impact of economic conditions on levels of consumer spending. As a result of the credit market crisis, coupled with declining consumer and business confidence, recession worries, and other challenges currently affecting the global economy, consumers are continuing to curb discretionary spending, which is having an effect on our business. An extended duration or deterioration in current economic conditions could have a further material adverse impact on our financial condition and results of operations.

To operate our business and ultimately to restructure our capital structure, we will require a significant amount of cash.

Our ability to satisfy our obligations and fund capital expenditures will depend on our ability to generate cash in the future, which is, in part, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. The risk is heightened by the fact that our current operations are in a single market. We cannot assure you that our business will generate sufficient cash flow from operations or that future financing will be available to us in an amount sufficient to enable us to operate our business and restructure our business. These challenges are exacerbated by adverse conditions in the general economy and the tightening in the credit market. Our Chapter 11 Case makes it more difficult for us to obtain financing or generate cash.

Our industry is intensely competitive.

The gaming industry is highly competitive and is expected to become more competitive in the future. New entrants to the Atlantic City market have announced plans to develop casinos in the future. We also face competition from other forms of legalized gaming, such as state sponsored lotteries, racetracks, off-track wagering and video lottery and video poker terminals. In addition, online gaming, despite its illegality in the United States, is a growing sector in the gaming industry. We are unable to assess the impact that online gaming will have on our operations in the future and there is no assurance that the impact will not be materially adverse.

The filing of the Chapter 11 Case may have an adverse impact on our ability to compete.

Our success could depend upon the success of our strategic capital expenditure plan.

Many of our existing competitors in Atlantic City have recently completed or announced significant development projects. We have substantially completed a strategic capital expenditure plan at each of our properties, which included the construction of the Chairman Tower at Trump Taj Mahal. From time to time, capital expenditures, such as room refurbishments, amenity upgrades and new gaming equipment, are necessary to enhance the competitiveness of our

properties. Our ability to successfully compete will also be dependent upon our ability to develop and implement effective marketing campaigns. To the extent we are unable to successfully develop and implement these types of marketing initiatives, we may not be successful in competing in our markets.

Gaming is a regulated industry and changes in the law could have a material adverse effect on our operations. See “Business – Regulatory and Licensing.”

Gaming in New Jersey is regulated extensively by federal and state regulatory bodies, including the New Jersey Casino Control Commission (the “CCC”) and state and federal taxing, law enforcement and liquor control agencies. We and several of our officers and other qualifiers have received the licenses, permits and authorizations required to operate our properties. Failure to maintain or obtain the requisite casino licenses would have a material adverse effect on our business.

During June 2007, the CCC renewed our licenses to operate Trump Taj Mahal, Trump Plaza and Trump Marina until June 2012.

If new gaming regulations are adopted in the jurisdictions in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced by the legislature of New Jersey that, if enacted, could adversely affect the tax, regulatory, operations or other aspects of the gaming industry and our financial performance. Legislation of this type may be enacted in the future.

Pennsylvania, New York and other nearby states have enacted gaming legislation that may harm us, and other states may do so in the future.

In 2004, the Pennsylvania legislature enacted the Race Horse Development and Gaming Act which authorizes the Control Board to permit a total of up to 61,000 slot machines in up to fourteen different licensed locations in Pennsylvania, seven at racetracks (each with up to 5,000 slot machines), five at slot parlors (two in Philadelphia, one in Pittsburgh and two elsewhere, each with up to 5,000 slot machines) and two at established resorts (each with up to 500 slot machines). Three of the racetrack sites, Pocono Downs, Philadelphia Park and Chester Downs and three slot parlors, two in Philadelphia and one in Bethlehem, are located in our market area. Slot machine operations commenced in late 2006 at the racetracks and, as of late 2008, approximately 9,000 slot machines were operating at these locations. The slot parlor in Bethlehem is expected to open in May 2009 with approximately 3,000 slot machines with an eventual increase to 5,000 slot machines. The two Philadelphia slot parlors continue to experience delays in receiving the necessary approvals to commence construction. When fully operational, the Philadelphia area locations could operate up to 15,000 slot machines.

In 2001, the New York Legislature authorized the installation of VLTs at various horse racing facilities in New York. The VLT facility at Yonkers Raceway opened in late 2006 and now operates 5,500 VLTs. In October 2008, an operator for a proposed 4,500 VLT facility at Aqueduct Racetrack was selected through a competitive bid process; however, the State of New York and the winning bidder have not signed a contract to operate and construct the facility at this time. Once construction begins on the facility it is expected to take approximately 12-14 months to complete although at this time we cannot ascertain when and if construction will begin. These locations are less than fifteen miles from Manhattan. The 2001 legislation also authorized the Governor of New York to negotiate compacts authorizing the operation of up to six Native American casinos in the State including slot machines. Three have now been located in the western part of New York and outside of our primary market area but the remaining three, if approved and developed, are required by law to be located in either Sullivan or Ulster County, adjoining counties, which are approximately 100 miles northwest of Manhattan. Competition from the VLT facilities at Aqueduct Racetrack and Yonkers Raceway and from potential Native American casinos as may be authorized and operated in Sullivan or Ulster County could adversely impact Atlantic City casinos, including our casinos.

In addition, other states near New Jersey, including Maryland, either have or are currently contemplating gaming legislation. The net effect of gaming facilities in such other states, when operational, on the Atlantic City gaming market, including our properties, cannot be predicted. Since our market is primarily a drive-in market, legalized gaming in one or more states neighboring or within close proximity to New Jersey could have a material adverse effect on the Atlantic City gaming market overall, including our properties.

Other enacted legislation, including local anti-smoking regulations, may have an adverse impact on our operations.

On January 9, 2006, the New Jersey Legislature adopted the New Jersey Smoke-Free Air Act, which was effective on April 15, 2006. The law prohibits the smoking of tobacco in structurally enclosed indoor public places and workplaces in New Jersey, including licensed casino hotels. The law permits smoking within the perimeter of casino and casino simulcasting areas, and permits 20% of hotel guest rooms to be designated as smoking rooms.

We might not be successful in pursuing additional gaming ventures in existing or emerging gaming markets.

We are continuously looking to grow our business and diversify our cash flow by actively pursuing opportunities to capitalize on the Trump brand and expand our asset base in additional gaming markets. Competition for gaming opportunities that are or are expected to become available in additional jurisdictions is expected to be intense, and many of our known or anticipated competitors for available gaming licenses have greater resources and economies of scale than we do. We can not assure you that we will be successful in pursuing additional gaming ventures or developing additional gaming facilities.

Our business is subject to a variety of other risks and uncertainties.

In addition to the risk factors described above, our financial condition and results of operations could be affected by many events that are beyond our control, such as:

•

capital market conditions that could (i) affect our ability to raise capital and access capital markets and (ii) raise our financing costs in connection with refinancing debt or pursuing other alternatives;

•

war, future acts of terrorism and their impact on capital markets, the economy, consumer behavior and operating expenses;

•

competition from existing and potential new competitors in Atlantic City and other markets (including online gaming), which is likely to increase over the next several years;

•

regulatory changes;

•

state tax law changes that increase our tax liability; and

•

other risks described from time to time in periodic reports filed by us with the SEC.

Occurrence of any of these risks could materially adversely affect our operations and financial condition.

Changes in the cost of electricity and other energy could affect our business.

We are a large consumer of electricity and other energy. Accordingly, increases in energy costs, such as those experienced recently, may have a negative impact on our operating results. Additionally, higher energy and gasoline prices which affect our customers may result in reduced visitation to our resorts and may have an adverse effect on our business.

Our cash flows from operating activities are seasonal in nature.

Spring and summer are traditionally the peak seasons for our properties, while autumn and winter are non-peak seasons. Consequently, in the past, our operating results for the quarters ending in March and December have not been as strong as for the quarters ending in June and September. Excess cash from operations during peak seasons is used, in part, to subsidize operations during non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and the long-weekend holiday calendar. In the event that we are unable to generate excess cash in one or more peak seasons, we may not be able to subsidize operations during non-peak seasons, if necessary, which would have an adverse effect on our business.

Item 1B.

Unresolved Staff Comments

Not applicable.

Item 2.

Properties

See “Item 1. Business—Casino Properties” for a brief description of the location and general character of each of our properties.

General. Substantially all of the real and personal property (other than cash) of each of our properties, including their respective hotel and casino facilities and the parcels of land on which they are situated, secure our indebtedness under the 2007 Credit Facility and Senior Notes on a first and second priority basis, respectively. Each of our properties has financed or leased and, from time to time, may finance or lease its acquisition of furniture, fixtures and equipment, including slot machines. The lien in favor of any such lender or lessor may be superior to the liens securing the indebtedness owing under the 2007 Credit Facility and the Senior Notes.

Each of our properties leases space to various retailers and food and beverage outlets in their respective facilities.

The following table lists our significant land holdings:


	Total Approximate Acreage
Property	Owned	Leased	Utilized	Available for Development
Trump Taj Mahal (including Steel Pier)	39.4	—	28.0	11.4
Trump Plaza	9.4	1.5	7.4	3.5
Trump Marina	14.0	—	12.0	2.0

Trump Taj Mahal. We currently own approximately 39.4 acres of land that comprise the Trump Taj Mahal site, including the 24.5 acres on which the facility is situated and 11.4 acres of land suitable for development. The Trump Taj Mahal site includes the Steel Pier comprised of approximately 3.5 acres and related property located on the opposite side of the Boardwalk from Trump Taj Mahal. We currently lease the Steel Pier to an amusement park operator pursuant to a lease agreement which we and the operator have mutually agreed to extend until December 2010. Excluded from the table is an off-site warehouse location located on 18.0 acres. During 2008, we substantially completed the construction of the new, 782-room Chairman Tower at the Trump Taj Mahal.

Trump Plaza. We own and lease approximately 10.9 acres of land, including several parcels of land in and around Atlantic City. We lease one of four parcels of land on which Trump Plaza is situated from Plaza Hotel Management Company (“PHMC”) pursuant to a non-renewable ground lease expiring in December 2078 (the “PHMC Lease”). We are responsible for the payment of fixed rent, as well as all other costs and expenses with respect to the use, operation and ownership of the leased tract and the improvements thereon, or which may in the future be located thereon, including, but not limited to, all maintenance and repair costs, insurance premiums, real estate taxes, assessments and utility charges. The improvements located on the leased tract are owned by us through the duration of the term of the PHMC Lease, and upon the expiration of the term of the PHMC Lease (for any reason), ownership of such improvements will then shift to PHMC. We have the option to purchase the leased parcel at certain times during the term of such PHMC Lease under certain circumstances.

We also lease, pursuant to the PHMC Lease, an approximately 11,800 square foot parcel of land located near the intersection of Mississippi and Pacific Avenues and own a 5,750 square foot parcel of land adjacent to it.

We also own five parcels of land, aggregating approximately 43,300 square feet, and lease one parcel consisting of approximately 3,125 square feet. All of such parcels are contiguous and are located along Atlantic Avenue, on the same block as Trump Plaza’s garage. These parcels of land are used for signage and surface parking.

Trump Marina. We own Trump Marina’s hotel and casino facility and the approximate 14.0-acre, triangular-shaped parcel of land on which it is situated, including 2.0 acres suitable for development. We also own an employee parking lot located on Route 30, approximately two miles from Trump Marina, which can accommodate approximately 1,000 cars. In addition, pursuant to a long-term lease between Trump Marina and the State of New Jersey, Trump Marina leases the Senator Frank S. Farley State Marina. The marina features approximately 640 boat slips.

Trump Tower, New York. We lease office space in Trump Tower located in New York, New York for general, executive and administrative purposes pursuant to a lease, dated November 1, 1996, as amended, with Trump Tower Commercial, LLC, an entity owned by Donald J. Trump. The Trump Tower lease expires on August 31, 2010.

Item 3.

Legal Proceedings

As discussed in Item 1 above, on February 17, 2009, the Debtors filed voluntary petitions seeking relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-12656 and 09-13658 through 09-13664 (JWH) (the “Chapter 11 Case”). The Debtors continue to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. As of the date of the filing of the Chapter 11 Case, virtually all pending litigation against the Debtors (including the actions described below) is stayed as to the Debtors, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against the Debtors. At this time it is not possible to predict the outcome of the Chapter 11 Case or their effect on our business or the actions described below.

Pequot Tribe Litigation—On May 28, 2003, one of our indirect subsidiaries, Trump Entertainment Resorts Development Company, LLC (“TER Development”), filed a complaint against, among others, the Paucatuck Eastern Pequot Indian Tribal Nation (the “Pequot Tribe”) and Eastern Capital Development, Inc. (“ECD”) in the Superior Court of New London, Connecticut. In that complaint, TER Development alleged fraud, breach of contract, conspiracy, violation of the Connecticut Unfair Trade Practices Act and intentional interference with contractual relations by ECD in connection with certain contractual arrangements between TER Development and the Pequot Tribe. Pursuant to such arrangements, TER Development had agreed, among other things, to support the efforts of the Pequot Tribe to obtain federal recognition, and together they had agreed to exercise commercially reasonable efforts to pursue the operation of a tribal gaming facility to be managed by TER Development. In the complaint, TER Development seeks, among other things, compensatory and punitive damages, attorney fees and a finding by the court that ECD has interfered with TER Development’s business relationship with the tribe and that certain members of the Pequot Tribe Tribal Counsel are in default under the aforementioned contractual arrangements in the sum of approximately $10 million. On October 12, 2005, the Bureau of Indian Affairs, U.S. Department of Interior (BIA) denied the application of the Pequot Tribe for federal recognition, a prerequisite for developing a gaming facility. In October 2007, the parties entered into a settlement of the litigation pursuant to which TER Development would receive certain payments upon the opening of any casino by the Pequot Tribe. At this time, the Pequot Tribe is not federally recognized and there can be no assurance that it will ever be recognized or open a casino.

Power Plant Litigation—On December 30, 2004, TER Development filed a complaint against Richard T. Fields, Coastal Development, LLC, Power Plant Entertainment, LLC, Native American Development, LLC, Joseph S. Weinberg and The Cordish Company (collectively, the “Power Plant Group”) in the Circuit Court of the 17th Judicial District for Broward County, Florida, in which TER Development alleged that Power Plant Entertainment, LLC improperly obtained certain agreements with the Seminole Tribe of Florida for development of gaming facilities in Hollywood and Tampa, Florida. TER Development has asserted claims for fraud, breach of fiduciary duty, conspiracy, violation of the Florida Deceptive and Unfair Trade Practices Act and interference with prospective business relationship as a result of the Power Plant Group’s actions. On April 17, 2008, the trial court ruled on the defendants’ numerous motions for summary judgment. The court denied the defendants’ motions as to TER Development’s claims against all defendants for fraud and conspiracy and as to TER Development’s claim against Richard T. Fields and Coastal Development, LLC under the Florida Deceptive and Unfair Trade Practices Act. The trial court granted the defendants’ motions for summary judgment as to TER Development’s claims for breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, interference with prospective business relationship and the claims under the Florida Deceptive and Unfair Trade Practices Act as to the Power Plant Group. The defendants seek no relief against TER Development other than claims for attorney’s fees and costs in the event that they prevail at trial.

TER and Coastal Development, LLC, through controlled subsidiaries, have executed an agreement for the sale of Trump Marina (see Note 3 of our Notes to Consolidated Financial Statements). Upon the closing of the sale of Trump Marina, the complaint against the Power Plant Group will be dismissed with prejudice and all parties will be fully released from any claims in this lawsuit. On May 29, 2008, the parties filed a joint motion to stay the action, pending the closing of the transaction. On May 30, 2008, the Court granted the stay pending further order of the Court.

2005 Chapter 11 Cases—We previously emerged from reorganization proceedings under the Bankruptcy Code (the “2005 Chapter 11 Case”) on May 20, 2005 (the “2005 Effective Date”). The 2005 Chapter 11 Case was voluntarily commenced by our predecessor company, Trump Hotels & Casino Resorts, Inc. (“THCR”). We are still in the process of resolving a limited number of claims and other litigation in connection with the 2005 Chapter 11 Cases, which may continue for the foreseeable future.

On July 18, 2005, the Bankruptcy Court considered a motion brought by a certain group of persons alleging that they had held shares of common stock of THCR on the record date for distributions under the Plan of Reorganization related to the 2005 Chapter 11 Case (the “2005 Plan”) (and who subsequently sold their shares prior to the distribution date) but did

not receive any distributions under the 2005 Plan, which they believe were wrongly made to the beneficial holders of our stock on the distribution date. The movants had sought an order compelling us to make distributions to them under the 2005 Plan. After additional briefing and a court hearing with respect to the issue on October 8, 2005, the Bankruptcy Court denied the movants’ motion on February 17, 2006. The movants filed an appeal from the judgment entered in the Bankruptcy Court in favor of THCR. The movants appealed this motion to the United States District Court for the district of New Jersey. During April 2007, the United States District Court reversed the Bankruptcy Court’s denial and remanded the case back to the Bankruptcy Court for further consideration. In May 2007, we filed a notice of appeal to the United States Court of Appeals for the Third Circuit. By order dated November 5, 2008, the Court of Appeals affirmed the District Court’s order. While on remand in the Bankruptcy Court for further consideration in light of the District Court’s order, we filed a voluntary petition in the Bankruptcy Court on February 17, 2009, seeking relief under the provisions of chapter 11 of the Bankruptcy Code. As a result, the matter has been stayed pending the resolution of our bankruptcy proceedings.

New Jersey State Income Taxes—Prior to 2007, state income taxes for our New Jersey operations were computed under the alternative minimum assessment method. This alternative minimum tax assessment expired as of December 31, 2006 and therefore we have not recorded a provision for New Jersey state alternative minimum taxes in 2007 or 2008. We believe our New Jersey partnerships are exempt from these taxes and, as such, have not remitted payments of the amounts provided. The New Jersey Division of Taxation has issued an assessment to collect the unpaid taxes for the tax years 2002 and 2003. At December 31, 2008, we have accrued $28.6 million for taxes and interest relating to this alternative minimum tax assessment for 2002 and 2003, as well as the open years 2004 through 2006. We are currently in discussions with the New Jersey Division of Taxation regarding settlement of these assessments.

Other Litigation—In addition to the foregoing, we and certain of our employees are involved from time to time in other legal proceedings arising in the ordinary course of our business. While any proceeding or litigation contains an element of uncertainty, we believe that the final outcomes of these other matters are not likely to have a material adverse effect on our results of operations or financial condition. In general, we have agreed to indemnify certain of our key executives and directors against any and all losses, claims, damages, expenses (including reasonable costs, disbursements and counsel fees) and liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) incurred by them in any legal proceedings absent a showing of such persons’ gross negligence or malfeasance.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5.

Market for Registrant’s Common Equity and Related Stockholder Matters

TER Common Stock. From September 20, 2005 to February 26, 2009, TER Common Stock traded on the Nasdaq Global Market (formerly, the Nasdaq National Market System) under the ticker symbol “TRMP.”

On February 26, 2009, TER Common Stock was delisted from the Nasdaq Stock Market in light of, among other things, the filing of the Chapter 11 Case.

The following table reflects the high and low sales prices, rounded to the nearest penny, of TER Common Stock as reported by the Nasdaq Global Market, for each quarterly period in 2007 and 2008 and the subsequent interim quarterly period (through February 26, 2009).


	High		Low
2007:
First Quarter	$	19.45	$	16.15
Second Quarter	$	18.63	$	11.58
Third Quarter	$	11.14	$	5.15
Fourth Quarter	$	8.87	$	4.13

2008:
First Quarter	$	4.80	$	2.90
Second Quarter	$	3.89	$	1.76
Third Quarter	$	2.20	$	1.04
Fourth Quarter	$	1.25	$	0.17

2009:
First Quarter (through February 26, 2009)	$	0.57	$	0.06

Holders. As of March 2, 2009, there were approximately 2,680 holders of record of TER Common Stock.

Nine hundred shares of TER class B common stock are also issued and outstanding. No established trading market exists for our class B common stock and the class B common stock is not permitted to receive any dividends or distributions (other than certain distributions upon liquidation) with respect to our equity. All of the 900 shares of TER class B common stock were owned by Mr. Trump. The 900 shares of class B common stock had the voting equivalency of 9,377,484 shares of TER Common Stock and represented the shares of TER Common Stock issuable upon exchange of Mr. Trump’s limited partnership interest in TER Holdings pursuant to the Third Amended and Restated Exchange and Registration Rights Agreement among TER, TER Holdings, Mr. Trump and Trump Casinos, Inc. By letter dated February 13, 2009, Mr. Trump notified TER that he had abandoned any and all of his 23.5% direct limited partnership interest in TER Holdings and relinquished any and all rights under the Fourth Amended and Restated Agreement of Limited Partnership of TER Holdings (the “Partnership Agreement”) or otherwise with respect to TER Holdings and Mr. Trump’s limited partnership interest. Pursuant to the terms of the Partnership Agreement, the prior written consent of TER, as the general partner of TER Holdings, is required for a limited partner to withdraw. TER has not consented to a withdrawal by Mr. Trump from TER Holdings. Accordingly, TER reserves all rights and remedies against Mr. Trump with respect to his purported abandonment of his limited partnership interest.

Dividends. We have never paid a dividend on TER Common Stock and do not anticipate paying one in the foreseeable future.

Equity Compensation Plan Information

The following table summarizes information regarding our equity compensation plans as of December 31, 2008. All outstanding awards relate to TER Common Stock.


	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	300,000	(1)	$	17.75	2,462,630	(2)
Equity compensation plans not approved by security holders	—			—	—

Total	300,000		$	17.75	2,462,630

(1)	Options granted under our 2005 Incentive Award Plan.

(2)	Excludes 300,000 securities to be issued upon the exercise of outstanding options and 1,237,370 shares of restricted stock granted pursuant to our 2005 Incentive Award Plan.

Item 6.

Selected Financial Data

The following table sets forth certain of our historical financial information for the years ended December 31, 2008, 2007 and 2006 and the period from May 20, 2005 through December 31, 2005 (TER) and for the period from January 1, 2005 through May 19, 2005 and the year ended December 31, 2004 (Predecessor Company). All financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto referenced elsewhere in this Form 10-K.


	TER												Predecessor Company
	Year Ended December 31,									May 20, 2005 through December 31, 2005			January 1, 2005 through May 19, 2005			Year Ended December 31, 2004
	2008			2007			2006			May 20, 2005 through December 31, 2005			January 1, 2005 through May 19, 2005			Year Ended December 31, 2004
Revenues:
Gaming	$	735,469		$	781,935		$	823,628		$	510,809		$	301,583		$	809,217
Rooms		68,133			64,323			59,366			36,390			20,023			57,445
Food and beverage		87,214			88,547			92,624			59,303			32,873			94,498
Other		31,959			31,986			32,157			19,124			9,684			31,020

		922,775			966,791			1,007,775			625,626			364,163			992,180
Less promotional allowances		(209,322	)		(209,560	)		(226,243	)		(149,702	)		(88,993	)		(237,387	)

Net revenues		713,453			757,231			781,532			475,924			275,170			754,793
Costs and expenses:
Operating costs, excluding items detailed below		621,970			642,865			661,380			417,023			230,731			617,123
Goodwill and other asset impairment charges		141,744			96,857			—			—			—			—
Depreciation and amortization		56,290			49,142			54,155			30,115			27,334			72,835
Income from settlement of property tax appeals		—			(27,946	)		—			—			—			—
Reorganization expense (income) and related costs		1,680			910			464			8,991			(68,016	)		48,559
Debt renegotiation costs		—			—			—			—			—			2,857

		821,684			761,828			715,999			456,129			190,049			741,374

(Loss) income from operations		(108,231	)		(4,597	)		65,533			19,795			85,121			13,419
Non-operating income (expense):
Interest income		4,019			6,770			9,439			1,690			701			880
Interest expense		(132,513	)		(130,961	)		(129,593	)		(78,854	)		(85,013	)		(223,319	)
Loss on early extinguishment of debt		—			(4,127	)		—			—			—			—
Interest expense - related party		—			—			—			—			(1,184	)		(2,941	)

		(128,494	)		(128,318	)		(120,154	)		(77,164	)		(85,496	)		(225,380	)

Loss before income taxes, minority interests, discontinued operations and extraordinary item		(236,725	)		(132,915	)		(54,621	)		(57,369	)		(375	)		(211,961	)
Income tax benefit (provision)		6,289			23,102			(5,083	)		(9,527	)		(1,522	)		(4,225	)
Minority interests		44,442			27,558			13,846			14,550			—			—

Loss from continuing operations		(185,994	)		(82,255	)		(45,858	)		(52,346	)		(1,897	)		(216,186	)

Income from discontinued operations:
Trump Marina, net of income taxes and minority interests		(47,525	)		(106,426	)		26,789			16,012			(35,399	)		12,417
Trump Indiana, net of income taxes and minority interests		1,316			—			562			9,806			118,748			(1,001	)
Trump 29, net of minority interest		—			—			—			—			—			7,480
Gain on termination of Trump 29 management contract		—			—			—			—			—			6,000

Income from discontinued operations		(46,209	)		(106,426	)		27,351			25,818			83,349			24,896

(Loss) income before extraordinary item		(232,203	)		(188,681	)		(18,507	)		(26,528	)		81,452			(191,290	)
Extrordinary gain on extinguishment of debt		—			—			—			—			196,932			—

Net (loss) income	$	(232,203	)	$	(188,681	)	$	(18,507	)	$	(26,528	)	$	278,384		$	(191,290	)

Continuing operations	$	(5.87	)	$	(2.65	)	$	(1.48	)	$	(1.71	)	$	(0.06	)	$	(7.23	)
Discontinued operations		(1.46	)		(3.42	)		0.88			0.84			2.78			0.83
Extraordinary gain on extinguishment of debt		—			—			—			—			6.59			—

Basic and diluted net (loss) income per share	$	(7.33	)	$	(6.07	)	$	(0.60	)	$	(0.87	)	$	9.31		$	(6.40	)

Weighted Average Shares Outstanding:
Basic and diluted		31,674,980			31,086,918			30,920,616			30,533,041			29,904,764			29,904,764
Balance Sheet Data (at end of period):
Total assets	$	2,047,379		$	2,228,880		$	2,260,496		$	2,329,763					$	1,983,755
Total debt, including current maturities		1,743,844			1,643,774			1,407,433			1,437,959						1,895,435
Minority interests		6,925			64,892			125,395			129,708						—
Total stockholders’ equity (deficit)		779			226,368			412,768			427,158						(185,713	)

Item 7.

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

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC, or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct and there can be no assurance that the forward-looking statements contained in this Report, including with respect to the sale of Trump Marina or the ultimate impact of the events occurring during the reorganization process, will be realized. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those discussed in the section entitled “Risk Factors” beginning on page 9 of this Report. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

Overview

We own and operate the Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and the Trump Marina Hotel Casino in Atlantic City, New Jersey.

Financial Condition

Liquidity and Capital Resources

Recent Chapter 11 Case. As part of a strategy to maintain sufficient liquidity, we did not make the interest payment due December 1, 2008 on the Senior Notes. We obtained a forbearance agreement from the holders of an aggregate of approximately 70% of the outstanding principal amount of the Senior Notes, pursuant to which such holders agreed to forbear from exercising their rights and remedies under the indenture governing the Senior Notes relating to the missed interest payment, and from directing the trustee under the indenture from exercising any such rights and remedies on the holders’ behalf, until January 21, 2009, unless certain events occurred. We also obtained a forbearance agreement from the lenders under our 2007 Credit Facility, pursuant to which the lenders agreed to forbear from exercising certain of their rights and remedies that may exist as a result of the missed interest payment on the Senior Notes, until January 21, 2009, unless certain events occurred. Each of the forbearance agreements was later extended until February 17, 2009.

On February 17, 2009, TER and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Camden, New Jersey (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of the United States Code (the “Bankruptcy Code”). These chapter 11 cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-13656 and 09-13658 through 09-13664 (JHW) (the “Chapter 11 Case”).

We intend to maintain business operations through the reorganization process. On February 20, 2009, the Company obtained Bankruptcy Court approval to pay its vendors in the ordinary course of business. Our liquidity and capital resources, however, are significantly affected by the Chapter 11 Case. Our bankruptcy proceedings have resulted in various restrictions on our activities, limitations on financing and a need to obtain Bankruptcy Court approval for various matters. As a result of the filing of the Chapter 11 Case, the Debtors are not permitted to make any payments on pre-petition liabilities without prior Bankruptcy Court approval. However, the Debtors have been granted relief in order to continue wage and salary payments and other benefits to employees as well as other related pre-petition obligations; to continue to honor customer programs as well as certain related pre-petition customer obligations; and to pay certain pre-petition trade claims held by critical vendors. Under the priority schedule established by the Bankruptcy Code, certain post-petition and pre-petition liabilities need to be satisfied before general unsecured creditors and equity holders are entitled to receive any distribution. At this time, it is not possible to predict with certainty the effect of the Chapter 11 Case on our business or

various creditors, or when we will emerge from these proceedings. Our future results depend upon our confirming and successfully implementing, on a timely basis, a plan of reorganization. The continuation of the Chapter 11 Case, particularly if a plan of reorganization is not timely approved or confirmed, could further adversely affect our operations. See “Item 1. Business—Chapter 11 Proceedings” and “Item 1A. – Risk Factors”.

On February 23 2009, the Bankruptcy Court entered an order approving on an interim basis the terms pursuant to which the Debtors are permitted to use the cash collateral under the 2007 Credit Facility. Such use was permitted in exchange for certain protections afforded to the lenders under the 2007 Credit Facility.

General. Cash flows from the operating activities of our casino properties constitute our primary source of liquidity. We may need to obtain additional financing to meet all of our liquidity requirements and other obligations. Currently our liquidity and cash flow is affected by a variety of factors, many of which are outside of our control, including the current global economic distress, the tightening of the credit markets, as well as the downturn in the Atlantic City gaming market, regulatory issues, competition, and other general business conditions. We cannot assure you that we will possess sufficient income and liquidity to fund our operations and capital expenditures. There can be no assurance as to our ability to obtain sufficient financing and meet our obligations. We are currently financing our operations during our reorganization using our cash on hand. The challenges of obtaining financing are exacerbated by adverse conditions in the general economy and the current tightening in the credit market. These conditions and our Chapter 11 Case make it more difficult for us to obtain financing.

Cash flows provided by operating activities were $0.3 million during 2008 compared to $67.4 million during 2007. The decrease in our cash flow from operations is principally due to decreased gaming revenues and changes in working capital requirements partially offset by lower cash paid for interest as a result of the missed interest payment on our Senior Notes during December 2008. Our 2007 cash flows provided by operating activities reflect the $12.0 million cash payment received in connection with our settlement of property tax appeals with the City of Atlantic City.

Cash flows used in investing activities were $139.9 million during 2008 compared to $274.8 million during 2007. Investing activities during 2008 include (i) capital expenditures of $179.0 million, of which approximately $133.0 million related to the construction of the Chairman Tower, (ii) a decrease in restricted cash reflecting the use of proceeds from borrowings which were restricted for expenditures associated with the construction of the Chairman Tower, (iii) capitalized interest of $8.5 million and (iv) a $15.2 million cash deposit received in connection with the October 28, 2008 amendment to the Asset Purchase Agreement for the sale of Trump Marina. Investing activities during 2007 include (i) $232.2 million in capital expenditures associated with construction of the Chairman Tower and renovation projects at our three properties, (ii) a $25.3 million increase in restricted cash and (iii) $4.2 million in capitalized interest.

During 2008, our cash flows provided by financing activities were $104.4 million. We borrowed the remaining $100.0 million available under our 2007 Credit Facility, repaid $4.5 million of our outstanding term loan and $1.7 million of our capital lease obligations. In addition, we received grant proceeds from the Casino Reinvestment Development Authority (“CRDA”) totaling $11.9 million for qualifying expenditures to construct the Chairman Tower. We also made partnership distributions to Mr. Trump totaling $1.3 million. During 2007, our cash flows provided by financing activities totaled $228.7 million. Our 2007 financing activities included: (i) borrowings under our prior credit facility of $223.3 million (which was refinanced with the 2007 Credit Facility), $147.4 million of which was restricted to fund a portion of the construction of the Chairman Tower, (ii) $393.3 million in borrowings under the 2007 Credit Facility, the proceeds of which were used to repay all amounts outstanding under our prior credit facility and $6.6 million of associated transaction costs, (iii) $9.0 million in repayments of capital lease obligations and (iv) partnership distributions to Mr. Trump totaling $1.0 million.

At December 31, 2008, we had approximately $77.2 million in cash and cash equivalents. Our cash and cash equivalents do not include $9.0 million in cash included in Trump Marina’s assets held for sale and $2.8 million in restricted cash representing amounts used to secure outstanding letters of credit.

At December 31, 2008, there was a $488.8 million term loan outstanding under our 2007 Credit Facility. We also had $1,249.0 million of Senior Notes outstanding. The filing of the Chapter 11 Case constituted an event of default or otherwise triggered repayment obligations under the Senior Notes and the 2007 Credit Facility. As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility became automatically due and payable, subject to an automatic stay of any action to collect, assert, or recover a claim against the Debtors and the application of applicable bankruptcy law.

Our ability to meet our operating and debt service obligations depends on a number of factors, including our existing cash on hand and cash flows generated by our operating subsidiaries. There can be no assurance that other sources of funds will be available to us, or if available, at terms favorable to us.

TER has minimal operations, except for its ownership of TER Holdings and its subsidiaries. TER depends on the receipt of sufficient funds from its subsidiaries to meet its financial obligations. The ability of our subsidiaries to make payments to TER Holdings may also be restricted by the New Jersey Casino Control Commission.

Contractual obligations, as of December 31, 2008, mature as follows (in millions):


	One year and less		2-3 years		3-5 years		After 5 years		Total
Long-term debt	$	1,737.7	$	—	$	—	$	—	$	1,737.7
Interest on long-term debt (1)		62.5		—		—		—		62.5
Construction commitments (2)		21.0		—		—		—		21.0
Services Agreement (3)		2.0		4.0		—		—		6.0
Capital leases		0.9		1.7		1.6		11.1		15.3
Operating leases		13.1		16.6		5.3		76.2		111.2
2008 NJSEA Subsidy Agreement (4)		6.3		7.8		—		—		14.1

Total	$	1,843.5	$	30.1	$	6.9	$	87.3	$	1,967.8

In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits that, based on uncertainties associated with the items, we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities. See Note 7 to our Consolidated Financial Statements.

(1)

As of December 31, 2008, we were in default under the terms of the indenture governing the Senior Notes and the 2007 Credit Facility (see Note 6 to the Consolidated Financial Statements). As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility became automatically due and payable. Interest on long-term debt reflects amounts due as of December 31, 2008.

(2)	Construction commitments are principally comprised of amounts related to the completion of the Chairman Tower.

(3)	Represents obligations under a services agreement with Mr. Trump.

(4)	Represents estimated amounts due under the 2008 NJSEA Subsidy Agreement as discussed in Note 17 to the Consolidated Financial Statements.

Off Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interest, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.

Results of Operations

The following analyses compare our results of operations for: (1) the year ended December 31, 2008 with our results of operations for the year ended December 31, 2007 and (2) the year ended December 31, 2007 with our results of operations for the year ended December 31, 2006. Our primary business activities are conducted by Trump Taj Mahal, Trump Plaza and Trump Marina.

Basis of Presentation. On May 28, 2008, Trump Marina Associates, LLC entered into the Marina Agreement to sell the Trump Marina Hotel Casino to Coastal Marina, LLC, an affiliate of Coastal Development, LLC. On October 28, 2008, the parties entered into an amendment to modify certain terms and conditions of the Marina Agreement. The closing is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey governmental authorities. There can be no assurance that the transaction for the sale of the Trump Marina will close. In the event the closing does not occur, our recourse may be limited to the $2 million deposit current held in escrow. Our consolidated financial statements reflect the results of Trump Marina as a discontinued operation. All prior periods presented have been reclassified to conform to the current period classification.

The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. The ability of the Company, both during and after the Chapter 11 Case, to continue as a going concern is contingent upon, among other things, (i) the ability of the Company to maintain compliance with all terms of its debt structure; (ii) the ability of the Company to generate cash from operations and to maintain adequate cash on hand; (iii) the resolution of the uncertainty as to the amount of claims that will be allowed; (iv) the ability of the Company to confirm a plan of reorganization under the Bankruptcy Code and obtain any debt and equity financing which may be required to emerge from bankruptcy protection; and (v) the Company’s ability to achieve profitability. There can be no assurance that the Company will be able to successfully achieve these objectives in order to continue as a going concern. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Results of Operations for the Years Ended December 31, 2008 and 2007

The following table includes selected data of our casino properties and should be read with the following discussion of our results of operations.


	Year Ended December 31,
	2008			2007
	(in millions)
Gaming revenues
Trump Taj Mahal	$	476.7		$	504.1
Trump Plaza		258.8			277.8

Total	$	735.5		$	781.9

Net revenues
Trump Taj Mahal	$	460.7		$	489.5
Trump Plaza		252.8			267.7

Total	$	713.5		$	757.2

Income (loss) from operations
Trump Taj Mahal	$	(42.6	)	$	50.6
Trump Plaza		4.4			(15.6	)
Corporate and other		(70.0	)		(39.6	)

Total	$	(108.2	)	$	(4.6	)

Depreciation and amortization
Trump Taj Mahal	$	36.7		$	29.3
Trump Plaza		18.9			19.3
Corporate and other		0.7			0.5

Total	$	56.3		$	49.1

Goodwill and other intangible asset impairment charges
Trump Taj Mahal	$	90.2		$	30.5
Trump Plaza		5.4			56.7
Corporate and other		46.1			9.7

Total	$	141.7		$	96.9

Income from property tax settlement, net of legal fees
Trump Taj Mahal	$	—		$	3.6
Trump Plaza		—			22.6

Total	$	—		$	26.2

Discontinued operations - Trump Marina
Gaming revenues	$	201.3		$	239.7
Net revenues		194.6			231.0
Depreciation and amortization		6.8			16.6
Goodwill and other asset impairment charges		65.9			181.0
Income from property tax settlement, net of legal fees		—			2.6
Loss from discontinued operations before income taxes and minority interest		(69.0	)		(165.0	)

Our operating results during 2008 were affected by various factors including the continuing effects of gaming competition in Pennsylvania and New York, a further weakening of the economy, higher fuel costs for a portion of 2008 and smoking restrictions under state and local legislation.

Gross Gaming Revenues – During 2008, the Atlantic City market experienced a decrease in gross gaming revenues for the second consecutive year. Gross gaming revenues as reported to the New Jersey Casino Control Commission (the “CCC”) decreased 7.6% overall, while slot revenues decreased 9.6% compared to the year ended December 31, 2007. During the year ended December 31, 2008, we experienced an 8.0% decrease in overall gross gaming revenue and a 10.0% decrease in slot revenue at our three properties compared to the prior year.

Smoking Restrictions – On April 15, 2007, an ordinance in Atlantic City became effective which extended smoking restrictions under the New Jersey Smoke-Free Air Act. This ordinance mandated that casinos restrict smoking to designated areas of up to 25% of the casino floor. During April 2008, Atlantic City’s City Council unanimously approved an amendment to the ordinance, banning smoking entirely on all casino gaming floors and casino simulcasting areas, but allowing smoking in separately exhausted, non-gaming, smoking lounges. The amendment to the ordinance became effective on October 15, 2008, however, on October 27, 2008, Atlantic City’s City Council voted to postpone the full smoking ban for at least one year due to, among other things, the weakened economy and increased competition in adjoining states. The postponement of the full smoking ban became effective on November 16, 2008.

While we are unable to quantify the impact of the smoking restrictions, we believe these smoking restrictions have negatively impacted our gaming revenues and income from operations as our competition in adjacent states continues to permit smoking. Although we constructed a smoking lounge on the casino floor at each of our properties as permitted by the ordinance, we believe our gaming revenues and income from operations were negatively affected by the smoking ban that was in effect and that a future complete ban on smoking in casino and casino simulcasting areas could further adversely affect our results.

Impairment Charges – We review our goodwill and other intangible assets for impairment annually as of October 1, or more frequently if events or circumstances indicate that the value of goodwill or other intangible assets might be impaired. As a result of the negative effects of the aforementioned factors on our operating results, we recognized goodwill and other intangible asset impairment charges related to our continuing operations totaling $141.7 million and $96.9 million during the years ended December 31, 2008 and 2007, respectively.

We review our long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets might not be recoverable. Trump Marina’s discontinued operations during the year ended December 31, 2008 include a $45.0 million estimated loss on disposal reflecting the revised definitive purchase price in connection with the Marina Amendment. Trump Marina’s discontinued operations during the year ended December 31, 2007 include an asset impairment charge of $91.3 million.

Real Property Revaluation – During the year ended December 31, 2008, as a result of Atlantic City’s first overall real property revaluation since 1978, real estate tax expense decreased $4.1 million due to an overall decline in the tax rate applied to the assessed value of each of our properties.

A discussion of each of our properties’ operating results for the year ended December 31, 2008 compared to December 31, 2007 follows:

Trump Taj Mahal – Net revenues decreased $28.8 million due to a $27.4 million decrease in gaming revenues and a $5.0 million increase in promotional allowances partially offset by a $3.6 million increase in cash rooms, food and beverage revenue. The decrease in gaming revenues was primarily due to (i) a $23.8 million decrease in slot revenue resulting from an 11% decline in volume and (ii) a $3.6 million decrease in table games and other gaming revenue. The increase in promotional allowances was a result of higher gaming and room complimentaries partially offset by a decrease in food complimentaries.

Income from operations before non-cash intangible asset impairment charges decreased $33.5 million due to the decrease in net revenues and a $4.7 million increase in operating costs and expenses. Increases in operating costs and expenses were principally due to: a $7.4 million increase in depreciation expense, principally due to the significant projects completed during 2007, the opening of the Chairman Tower during 2008 and new slot machine inventory on the casino floor; a $6.7 million increase in provisions for doubtful accounts; the absence of $3.6 million of income recognized in connection with the 2007 settlement of property tax appeals with the City of Atlantic City (the “City”); a $1.8 million increase in utility costs, due to higher rates and the Chairman Tower; and a $1.8 million increase in advertising costs. These increases were partially offset by: a $3.8 million decrease in gaming taxes and other regulatory fees; a $3.6 million decrease in payroll and related costs; a $1.9 million decrease in promotional expenses, primarily due to the absence of TrumpONE

implementation costs incurred during 2007; a $1.8 million decrease in insurance costs; a $1.7 million decrease in food and beverage costs; a $1.4 million decrease in marketing and entertainment costs; a $1.2 million reversal of provisions related to CRDA investments upon the receipt of grant proceeds from the Atlantic City Expansion Fund, which were funded by certain of our CRDA deposits; and a $1.0 million decrease in property tax expense resulting from Atlantic City’s 2008 real estate revaluation.

Trump Plaza – Net revenues decreased $14.9 million primarily due to a $19.0 million decrease in gaming revenues partially offset by a $5.1 million decrease in promotional allowances. The decrease in gaming revenues reflects an $18.9 million or 9.7% decrease in slot revenues. The lower promotional allowances reflect a decrease in promotional coin offers corresponding to the lower gaming revenues.

Before consideration of non-cash intangible asset impairment charges and $22.6 million of income, net of legal fees, from the settlement of property tax appeals with the City, income from operations decreased $8.7 million as the lower net revenues were partially offset by a $6.2 million decrease in operating expenses. The decrease in operating expenses was primarily attributable to: a $2.7 million decrease in gaming taxes and fees; a $2.4 million decrease in property taxes resulting from Atlantic City’s real estate revaluation; a $2.4 million decrease in provisions related to CRDA investments, primarily due to the receipt of grant proceeds from the Atlantic City Expansion Fund, which were funded by certain of our CRDA deposits; and a $1.2 million decrease in insurance costs. These decreases were partially offset by a $1.8 million increase in payroll and related costs due to annual merit increases and higher medical and union benefits and a $1.1 million increase in utility costs.

Corporate and Other – Corporate and other expenses, before consideration of goodwill impairment charges, decreased $6.0 million to $23.9 million principally due to a $2.7 million decrease in payroll and related costs, a $1.0 million decrease in professional fees, primarily due to expenses incurred during 2007 in connection with our strategic review, and a $1.5 million reduction in severance costs.

Our other overall costs were as follows:

Interest Income – Interest income was $4.0 million during the year ended December 31, 2008 compared to $6.8 million during the year ended December 31, 2007 principally due to lower balances of average invested cash and cash equivalents on hand during the period.

Interest Expense – Interest expense during the year ended December 31, 2008 increased $1.5 million due to higher outstanding borrowings under the 2007 Credit Facility partially offset by a $4.3 million increase in capitalized interest principally associated with the construction of the Chairman Tower at the Taj Mahal. Capitalized interest was $8.5 million and $4.2 million during the years ended December 31, 2008 and 2007, respectively.

Provision for Income Taxes – Our provision for income taxes related to our continuing operations in 2008 includes a deferred tax benefit of $6.3 million. Our provision for income taxes related to our continuing operations in 2007 includes a deferred tax benefit of $23.4 million, a non-cash charge in lieu of taxes of $0.2 million and a current tax provision of $0.1 million.

Trump Marina Discontinued Operations – Loss from discontinued operations before income taxes and minority interest during the year ended December 31, 2008 includes (i) a $45.0 million estimated loss on disposal reflecting the revised definitive purchase price in connection with the Marina Amendment, (ii) an $18.6 million intangible asset impairment charge relating to Trump Marina trademarks, (iii) $5.3 million of fees incurred in connection with the transaction, principally fees incurred to amend the 2007 Credit Facility and (iv) a goodwill impairment charge of $2.3 million. Net revenues during the year ended December 31, 2008 decreased $36.4 million principally due to a $38.4 million decline in gaming revenues. The lower net revenues were offset by a $9.8 million decrease in depreciation and amortization expense as Trump Marina’s long-lived assets which are held for sale are no longer depreciated in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and reductions in other operating costs and expenses including promotional and advertising expenses, payroll and related costs, food costs and gaming taxes.

We recorded a $6.2 million income tax benefit related to our discontinued operations during the year ended December 31, 2008 reflecting the impact of a reduction in our net deferred tax liabilities as a result of the intangible asset impairment charge relating to trademarks of Trump Marina.

Failure to close a transaction pursuant to the amended Marina Agreement may result in additional long-lived asset impairment charges.

Results of Operations for the Years Ended December 31, 2007 and 2006

The following table includes selected data of our casino properties and should be read with the following discussion of our results of operations.


	Year Ended December 31,
	2007			2006
	(in millions)
Gaming revenues
Trump Taj Mahal	$	504.1		$	525.4
Trump Plaza		277.8			298.2

Total	$	781.9		$	823.6

Net revenues
Trump Taj Mahal	$	489.5		$	502.7
Trump Plaza		267.7			278.8

Total	$	757.2		$	781.5

Income (loss) from operations
Trump Taj Mahal	$	50.6		$	80.4
Trump Plaza		(15.6	)		20.7
Corporate and other		(39.6	)		(35.6	)

Total	$	(4.6	)	$	65.5

Depreciation and amortization
Trump Taj Mahal	$	29.3		$	33.9
Trump Plaza		19.3			20.0
Corporate and other		0.5			0.2

Total	$	49.1		$	54.1

Goodwill and other intangible asset impairment charges
Trump Taj Mahal	$	30.5		$	—
Trump Plaza		56.7			—
Corporate and other		9.7			—

Total	$	96.9		$	—

Income from property tax settlement, net of legal fees
Trump Taj Mahal	$	3.6		$	—
Trump Plaza		22.6			—

Total	$	26.2		$	—

Discontinued operations - Trump Marina
Gaming revenues	$	239.7		$	255.6
Net revenues		231.0			244.8
Depreciation and amortization		16.6			14.0
Goodwill and other asset impairment charges		181.0			—
Income from property tax settlement, net of legal fees		2.6			—
(Loss) income from discontinued operations before income taxes and minority interest		(165.0	)		36.4

During 2007, our operating results were impacted by the following:

Increased Competition - During 2007, the Atlantic City gaming market experienced its first-ever decline in gaming revenues since 1978 due to increased competition from the introduction of new gaming capacity in Pennsylvania and New York, which are primary feeder markets for Atlantic City. Specifically, new slots-only casinos opened in Bensalem and Chester, Pennsylvania (both in the Philadelphia market) and Wilkes-Barre, Pennsylvania with a total of approximately 5,100 slot machines. In addition, in late 2006 Yonkers Raceway in New York City opened its lottery terminal facility, which by the end of 2007, had approximately 5,500 machines.

Gross Gaming Revenues—For the year ended December 31, 2007, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 5.7% overall, including an 8.9% decrease in slot revenues, compared to the year ended December 31, 2006. For the year ended December 31, 2007, we experienced a 5.2% decrease in overall gross gaming revenues and a 7.8% decrease in slot revenues compared to the prior year. Gaming revenues within the Atlantic City market were further impacted by increased promotional spending by our competitors in response to the increased competition and decrease in gaming revenues.

Smoking Restrictions—On April 15, 2007, an ordinance in Atlantic City became effective which extended smoking restrictions under the New Jersey Smoke-Free Air Act. Under the Atlantic City ordinance, casinos were required to restrict smoking to designated areas of up to 25% of the casino floor. This ordinance has since been amended. See previous discussion above under Results of Operations for the Years Ended December 31, 2008 and 2007.

While we are unable to quantify the impact of these smoking restrictions, we believe these smoking restrictions negatively impacted our gaming revenues and income from operations as our competition in adjacent states continues to permit smoking.

Impairment Charges—In connection with our 2007 annual goodwill and other intangible asset impairment testing, we recognized goodwill and other intangible asset impairment charges totaling $186.6 million, of which $96.9 million related to our continuing operations and $89.7 million related to our discontinued operations. In addition, our discontinued operations included $91.3 million of asset impairments related to Trump Marina’s other long-lived assets, principally property and equipment.

Settlement of Property Tax Appeals—During November 2007, we entered into a stipulation of settlement with the City to settle a series of appealed real property tax assessments relating to Trump Taj Mahal, Trump Plaza and Trump Marina for various tax years through 2007. Under the terms of the settlement, we received $12.0 million in cash and will receive $22.0 million in credits to be applied against future real property tax payments. The present value of the settlement totaling $30.7 million was recorded as a reduction to operating expenses in 2007. In connection with the settlement, we incurred $1.9 million in legal fees.

TrumpONE—In June 2007, we implemented TrumpONE, our new, company-wide customer loyalty program. Under the TrumpONE program, our customers are able to accumulate “comp dollars” based upon their slot machine and table games play which may be redeemed at their discretion for complimentary food, beverage and retail items.

As further discussed below, our 2006 results of operations were impacted by the following:

New Jersey State Alternative Minimum Tax Assessment—For years prior to 2007, we recorded an income tax provision for New Jersey state income taxes based upon an alternative minimum assessment including a provision of $4.5 million for the year ended December 31, 2006. This alternative minimum tax assessment expired as of December 31, 2006; therefore, we did not record a provision for New Jersey state alternative minimum taxes in 2007.

Casino Operations Closure—The results of our operations were negatively impacted during 2006 due to the closure of our casino operations as a result of the State of New Jersey government closure for three days during early July 2006. While our hotel and some of our food and beverage operations remained open, the closure of our casino operations for this three-day period reduced our overall casino revenues. Additionally, we believe our casino and other revenues for the period after this closing were also negatively impacted.

South Jersey Transportation Authority (“SJTA”) Settlement—During September 2006, we reached a settlement with respect to a complaint we filed against the SJTA during 2003, pursuant to which we asserted a claim that the SJTA breached a development agreement. Our 2006 statement of operations includes a $1.7 million reduction in general and administrative expenses within Trump Marina’s discontinued operations.

A discussion of each of our properties’ operating results for the year ended December 31, 2007 compared to the year ended December 31, 2006 follows:

Trump Taj Mahal—Gaming revenues decreased $21.3 million resulting primarily from a $23.0 million decline in slot revenues partially offset by an increase in table and other gaming revenues of $1.7 million. Net revenues declined $13.2 million due to the lower gaming revenues partially offset by a $2.4 million increase in hotel room revenue and a $5.7 million reduction in promotional allowances. The increase in hotel room revenue reflects the beneficial effects of improving our

hotel room yield. Other revenues were consistent with the prior year as a decrease in entertainment revenue was offset by the retail value of complimentaries redeemed by TrumpONE members. The decrease in promotional allowances reflects reductions in gaming activity and promotional offers to less profitable customer segments.

Income from operations before an intangible asset impairment charge of $30.5 million and $3.6 million of income, net of legal fees, recognized in connection with the settlement of property tax appeals with the City, decreased $2.9 million due to the decrease in net revenues and a $10.3 million reduction in operating costs. Changes in operating expenses included decreases in: payroll and related costs of $7.4 million; depreciation expense of $4.6 million, primarily due to certain fixed assets being fully depreciated as of the end of 2006; entertainment expenses of $1.9 million due to a decrease in entertainment offerings; and gaming taxes of $1.7 million. These decreases were offset by increases in: food and other costs of goods and services of $2.2 million, principally associated with cost of retail items offered through the TrumpONE program; advertising costs of $1.4 million, primarily associated with TrumpONE; and provisions for uncollectible accounts of $1.9 million, associated with the growth in our table games revenues.

Trump Plaza—Net revenues decreased $11.1 million due to a $20.4 million decline in gaming revenues and a $4.3 million decline in food and beverage revenues partially offset by a $2.6 million increase in hotel room revenue and an $11.0 million decrease in promotional allowances. The decrease in gaming revenues was due to an $18.8 million decline in slot revenues and a $1.5 million decline in table revenues. Reductions in promotional allowances reflect the impact of decreased gaming revenues, as well as reductions in hotel room, food and beverage comps and promotions offered to less profitable customer segments. The increase in hotel room revenue reflects the beneficial effects of improving our hotel room yield.

Before consideration of $56.7 million in goodwill and other intangible asset impairment charges and $22.6 million of income, net of legal fees, from the settlement of property tax appeals with the City, income from operations decreased by $2.2 million. The $11.1 million decrease in net revenues was partially offset by an $8.9 million decrease in operating costs. The lower costs and expenses were primarily due to decreases in payroll expenses of $5.9 million and gaming tax expense of $1.7 million, corresponding to the lower gaming revenues. These decreases were partially offset by increases in regulatory fees of $1.1 million and insurance costs of $1.2 million.

Corporate and Development Expenses—Before consideration of $9.7 million in goodwill impairment charges, corporate and development expenses decreased $5.7 million to $29.9 million in 2007 due to a $7.0 million decrease in development expenses and a $2.0 million decrease in stock-based compensation expense. These decreases were offset by a $2.2 million increase in professional fees principally resulting from costs associated with our strategic review of our operations and a $0.9 million increase in severance costs.

Interest Income—Interest income decreased by $2.7 million compared to 2006. This decrease reflects lower average invested cash and cash equivalents from the prior year as we used available cash to fund capital expenditures and interest obligations.

Interest Expense—Interest expense of $131.0 million during 2007 and $130.0 million during 2006, was net of capitalized interest of $4.2 million and $1.2 million, respectively. In addition to increased capitalized interest reflecting capitalized interest costs primarily associated with the construction of the Chairman Tower at the Trump Taj Mahal, components of interest expense reflect increases in interest expense primarily associated with increased borrowings and decreased interest expense reflecting the repayment of capital lease obligations.

Loss on Early Extinguishment of Debt—In connection with the refinancing of our prior credit facility during 2007, we recorded a $4.1 million non-cash loss on early extinguishment of debt primarily relating to the write-off of unamortized debt issuance costs associated with our prior credit facility.

Minority Interests—Minority interests principally consist of the 23.5% limited partnership interest in TER Holdings owned directly and indirectly by Mr. Trump. Minority interests in our loss from continuing operations in 2007 are comprised of $60.3 million relating to Mr. Trump’s ownership interest in TER Holdings.

Provision for Income Taxes—Our provision for income taxes related to our continuing operations in 2007 includes a deferred tax benefit of $23.4 million, a non-cash charge in lieu of taxes of $0.2 million and a current tax provision of $0.1 million. Our provision for income taxes related to our continuing operations in 2006 includes a non-cash charge in lieu of taxes of $2.1 million and a current state income tax provision of $3.4 million.

Trump Marina Discontinued Operations—Net revenues decreased $13.8 million due to a $15.9 million decrease in gaming revenues and a $2.0 million increase in promotional allowances, partially offset by increases in other revenues of $2.9 million and in hotel room revenues of $0.9 million. The decrease in gaming revenues reflects a $17.8 million decrease in slot revenues and a $1.9 million increase in table and other gaming revenues. The increase in other revenues and promotional allowances was primarily due to the retail value of complimentaries redeemed by TrumpONE members.

During 2007, Trump Marina discontinued operations include $181.0 million in goodwill and asset impairment charges and $2.6 million of income, net of legal fees, from the settlement of property tax appeals with the City. In addition, a $1.7 million beneficial settlement with the SJTA was recognized during 2006. Before consideration of these items, income from operations decreased $21.8 million due to the decrease in net revenues and an $8.0 million increase in operating costs. The increase in operating costs was primarily due to a net increase in promotional expenses of $4.3 million, principally associated with the TrumpONE program and other promotional activities, and increases in depreciation expense of $2.6 million and food and other costs of goods and services of $1.2 million. These increases were partially offset by decreases in gaming taxes of $1.2 million and reductions in payroll and related costs of $1.2 million.

The income tax benefit related to our discontinued operations during the year ended December 31, 2007 reflects the impact of a reduction in our net deferred tax liabilities relating to Trump Marina.

Critical Accounting Estimates

General—Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require our management to make estimates and assumptions about the effects of matters that are inherently uncertain. Of our accounting estimates, we believe the following may involve a higher degree of judgment and complexity.

Intangible Assets—We have approximately $56.6 million of intangible assets recorded on our balance sheet at December 31, 2008. We regularly evaluate our businesses for potential impairment indicators. Additionally, we perform impairment testing at least annually or more frequently if indicators of impairment exist. Our judgments regarding the existence of impairment indicators are based on, among other things, pending sales of assets, the regulatory and competitive status, operational performance of each of our businesses and financial market valuations of conditions surrounding our business entities and the gaming industry. Future events, such as the failure to meet or exceed our operating plans, increased competition, the enactment of increased gaming or tax rates or changes in market valuations could significantly impact our judgments and any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

In connection with the Marina Agreement, we evaluated certain of our intangible assets for impairment. We recorded a non-cash intangible asset impairment charge, principally relating to Trump Marina’s trademarks, totaling $18.6 million. In addition, we recorded a goodwill impairment charge of $2.3 million to reduce goodwill relating to Trump Marina.

During 2008, our results were negatively impacted by, among other things, regional competition, a general weakening of the economy, rising fuel costs and a partial smoking ban in Atlantic City, which have contributed to a reduction in consumer discretionary spending. In connection with our goodwill and other intangible asset impairment testing, we determined that goodwill relating to Trump Taj Mahal and TER and trademarks relating to Trump Taj Mahal and Trump Plaza were impaired. As a result, we recognized non-cash goodwill and other intangible asset impairment charges totaling $141.7 million, of which $90.2 million related to Trump Taj Mahal, $46.1 million related to TER and $5.4 million related to Trump Plaza.

During 2007, in connection with our goodwill and other intangible assets impairment testing, we determined that goodwill associated with TER, Trump Marina and Trump Plaza was impaired. We recorded a non-cash goodwill impairment charge of $80.6 million, of which $9.7 million related to TER, $54.0 million related to Trump Marina and $16.9 million related to Trump Plaza. In addition, we determined that certain of our other intangible assets were impaired. We recorded non-cash other intangible asset impairment charges, principally relating to our trademarks, totaling $106.0 million, of which $30.5 million, $35.7 million and $39.8 million related to Trump Taj Mahal, Trump Marina and Trump Plaza, respectively.

The impairment test procedures performed require us to make comprehensive estimates of the future cash flows of our reporting units and intangible assets. Due to uncertainties associated with such estimates, actual results could differ from such estimates. A continuation of the previously mentioned conditions may result in the determination that some or all of our remaining intangible assets have become impaired, which could result in additional impairment charges in the future.

Property and Equipment—Our operations are capital intensive and we make capital investments at each of our properties in the form of maintenance capital and, from time to time, expansion and product enhancement capital. At December 31, 2008, we have approximately $1,480.2 million of net property and equipment (excluding property and equipment included in assets held for sale of $227.3 million) recorded on our balance sheet. We depreciate our assets on a

straight-line basis over their estimated useful lives. The estimates of the useful lives are based on the nature of the assets as well as our current operating strategy. Events such as property expansions, new competition and new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. We ceased depreciation on Trump Marina’s long-lived assets once the assets were classified as held for sale.

During 2008, in connection with the amendment to the Marina Agreement, we recorded a $45.0 million estimated loss on disposal to reflect assets held for sale at their fair value less costs to sell.

During 2007, we recognized an impairment charge relating to the property and equipment of Trump Marina. We estimated Trump Marina’s future undiscounted cash flows and determined that they did not exceed the carrying value of the long-lived assets of Trump Marina. We subsequently recorded an impairment charge relating to the long-lived assets totaling $91.3 million after comparing the fair value (using a discounted cash flow methodology) to the carrying value. As a result of the competition in our marketplace, the investment of other capital in the Marina district of Atlantic City and the operating performance of Trump Marina during 2007, we reduced the remaining estimated useful life of the building to 20 years in connection with our impairment test.

In assessing the recoverability of the carrying value of property and equipment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change in the future, including a failure to close a transaction pursuant to the amended Marina Agreement, we may be required to record additional impairment charges for these and other assets.

Trump ONE Liability—Our unified player’s program, Trump ONE, allows customers to accumulate certain point-based rewards based on the volume of their gaming activity. Trump ONE customers may earn “comp dollars” redeemable for complimentary food, beverage and retail items and “cash-back points” which are redeemable in cash. Comp dollars and cash-back points accumulate over time and may be redeemed at the customer’s discretion under the terms of the program. Comp dollars and cash-back points are forfeited if a customer does not redeem earned rewards over a specified period of time. As a result of the ability of the customer to accumulate comp dollars and cash-back points, we accrue the associated expense, after giving effect to estimated forfeitures, as they are earned. At December 31, 2008, $2.6 million was accrued related to comp dollars and $1.7 million was accrued related to cash-back points earned under this program. Our accruals could be significantly affected if estimated forfeitures vary from historical levels or changes occur in the cost of providing complimentary food, beverage and retail items under the Trump ONE program. Management reviews our accruals for adequacy at the end of each reporting period.

Insurance Accruals—Our insurance policies for employee health, workers’ compensation and general patron liabilities have significant deductible levels on an individual claim basis. We accrue a liability for known workers’ compensation and general patron liabilities based upon a review of individual claims. Additionally, we accrue an amount for incurred but not reported claims based on our historical experience and other factors. Our employee health insurance benefit accrual is based on our historical claims experience rate including an estimated lag factor. These accruals involve complex estimates and could be significantly affected should current claims vary from historical levels. Management reviews our insurance accruals for adequacy at the end of each reporting period.

Income Taxes—We are subject to income taxes in the United States and in several states. We account for income taxes, including our current, deferred and non-cash charge in lieu of tax provisions in accordance with SFAS Statement 109, “Accounting for Income Taxes” and Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). The calculation of our income tax provision following our 2005 reorganization is complex and requires the use of estimates. Management reviews our provision for income taxes at the end of each reporting period. Additionally, our income tax returns are subject to examination by various taxing authorities. We regularly assess the potential outcomes of these examinations in determining the adequacy of our provision for income taxes and our income tax liabilities. Inherent in our determination of any necessary reserves are assumptions based on past experiences and judgments about potential actions by taxing authorities. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonable and foreseeable outcome related to uncertain tax matters. When actual results of tax examinations differ from our estimates, we adjust the income tax provision in the period in which the examination issues are settled.

Inflation

There was no significant impact on operations as a result of inflation during 2008, 2007 or 2006.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The market risk inherent in our financial instruments is the potential loss in fair value arising from adverse changes in interest rates. The following table provides information about our debt obligations that are sensitive to changes in interest rates. The following table also presents principal cash flows and related weighted average interest rates by expected maturity date of our debt obligations.


(Dollars in millions)	2009			2010		2011		2012		2013		Therafter		Total
Fixed rate debt maturities	$	1,249.0		$	—	$	—	$	—	$	—	$	—	$	1,249.0
Average interest rate		8.50	%
Variable rate debt maturities	$	488.8		$	—	$	—	$	—	$	—	$	—	$	488.8
Average interest rate		8.20	%

As previously discussed, on February 17, 2009, the Company and certain of its subsidiaries filed the Chapter 11 Case. The filing of the Chapter 11 Case constituted an event of default and therefore triggered repayment obligations under the Senior Notes and 2007 Credit Facility. As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility (which has a cross-default provision with the Senior Notes) became automatically due and payable. Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most pending litigation, are stayed and other contractual obligations against the Debtors generally may not be enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization to be approved by the Bankruptcy Court. Consequently, the Company has classified the indebtedness under the Senior Notes and the 2007 Credit Facility within current liabilities in its Consolidated Balance Sheet as of December 31, 2008.

In addition, until such time as no event of default exists, (i) the interest rate on the Senior Notes increases by an additional 1% per annum in excess of the 8.5% interest rate on any overdue principal or interest relating to the Senior Notes and (ii) the interest rate under the 2007 Credit Facility increases by an additional 2% in excess of the otherwise applicable interest rate on amounts outstanding under the 2007 Credit Facility.

We currently have no outstanding interest rate swaps. From time to time, we enter into interest rate swap agreements to change the proportion of fixed to variable rate debt within parameters established by management. In accordance with these parameters, the agreements are used to manage interest rate risks and cost inherent in our debt portfolio.

Item 8.

Financial Statements and Supplementary Data

The following consolidated financial statements are included in this Report:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets of Trump Entertainment Resorts, Inc. as of December 31, 2008 and 2007

Consolidated Statements of Operations of Trump Entertainment Resorts, Inc. for the years ended December 31, 2008, 2007 and 2006

Consolidated Statement of Stockholders’ Equity of Trump Entertainment Resorts, Inc. for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows of Trump Entertainment Resorts, Inc. for the years ended December 31, 2008, 2007 and 2006

Consolidated Balance Sheets of Trump Entertainment Resorts Holdings, L.P. as of December 31, 2008 and 2007

Consolidated Statements of Operations of Trump Entertainment Resorts Holdings, L.P. for the years ended December 31, 2008, 2007 and 2006

Consolidated Statement of Partners’ Capital of Trump Entertainment Resorts Holdings, L.P. for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows of Trump Entertainment Resorts Holdings, L.P for the years ended December 31, 2008, 2007 and 2006

Notes to Consolidated Financial Statements

Financial Statement Schedules

Schedule II –Trump Entertainment Resorts, Inc. and Trump Entertainment Resorts Holdings, L.P. Valuation and Qualifying Accounts for the years ended December 31, 2008, 2007 and 2006

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Trump Entertainment Resorts, Inc.

We have audited the accompanying consolidated balance sheets of Trump Entertainment Resorts, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years ended December 31, 2008, 2007 and 2006. Our audits also included the financial statement schedule listed in the index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trump Entertainment Resorts, Inc. as of December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the years ended December 31, 2008, 2007 and 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Trump Entertainment Resorts, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2009 expressed an unqualified opinion thereon.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Notes 1 and 2, the Company has experienced increased competition, incurred significant recurring losses from operations, has defaulted on loan obligations and has filed a voluntary petition seeking to reorganize under chapter 11 of the federal bankruptcy laws. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 13, 2009

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Trump Entertainment Resorts Holdings, L.P.

We have audited the accompanying consolidated balance sheets of Trump Entertainment Resorts Holdings, L.P. (“Holdings”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, partners’ capital and cash flows for each of the years ended December 31, 2008, 2007 and 2006. Our audits also included the financial statement schedule listed in the index at Item 15. These financial statements and schedule are the responsibility of Holdings’ management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of Holdings’ internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of Holdings’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trump Entertainment Resorts Holdings, L.P. as of December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for the years ended December 31, 2008, 2007 and 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming that Holdings will continue as a going concern. As more fully described in Notes 1 and 2, Holdings has experienced increased competition, incurred significant recurring losses from operations, has defaulted on loan obligations and has filed a voluntary petition seeking to reorganize under chapter 11 of the federal bankruptcy laws. These conditions raise substantial doubt about Holdings’ ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 13, 2009

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Trump Entertainment Resorts, Inc.

We have audited Trump Entertainment Resorts, Inc.’s internal control over financial reporting as of December 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Trump Entertainment Resorts, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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

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

In our opinion, Trump Entertainment Resorts, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Trump Entertainment Resorts, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years ended December 31, 2008 and our report dated March 13, 2009 expressed an unqualified opinion thereon that included an explanatory paragraph regarding Trump Entertainment Resorts, Inc.’s ability to continue as a going concern.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 13, 2009

TRUMP ENTERTAINMENT RESORTS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	December 31,
	2008			2007
Current assets:
Cash and cash equivalents	$	77,210		$	104,883
Accounts receivable, net of allowance for doubtful accounts of $25,695 and $15,925, respectively		38,579			42,984
Accounts receivable, other		5,162			6,366
Property taxes receivable		3,983			—
Inventories		5,938			5,639
Deferred income taxes		13,809			7,421
Other current assets		16,863			13,382
Assets held for sale		239,260			295,035

Total current assets		400,804			475,710

Net property and equipment		1,480,151			1,356,981
Other assets:
Restricted cash		2,807			52,702
Goodwill		—			145,216
Trademarks		53,212			91,357
Intangible assets, net of accumulated amortization of $4,109 and $3,102, respectively		3,408			4,415
Deferred financing costs, net of accumulated amortization of $6,854 and $4,031, respectively		14,902			17,725
Property taxes receivable		15,760			18,782
Other assets, net of reserve of $32,479 and $33,209, respectively		76,335			65,992

Total other assets		166,424			396,189

Total assets	$	2,047,379		$	2,228,880

Current liabilities:
Current maturities of long-term debt	$	1,737,920		$	5,481
Accounts payable		36,714			58,133
Accrued payroll and related expenses		19,888			22,668
Income taxes payable		8,248			8,195
Partnership distribution payable		—			250
Accrued interest payable		71,450			18,102
Self-insurance reserves		14,234			12,754
Other current liabilities		31,839			36,738
Liabilities related to assets held for sale		19,012			4,994

Total current liabilities		1,939,305			167,315

Long-term debt, net of current maturities		5,924			1,638,293
Deferred income taxes		67,363			100,159
Other long-term liabilities		27,083			31,853
Minority interest		6,925			64,892
Stockholders’ equity:
Preferred stock, $1 par value; 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $.001 par value; 75,000,000 shares authorized, 31,718,376 and 31,071,021 shares issued and outstanding, respectively		32			31
Class B Common stock, $0.001 par value; 1,000 shares authorized, 900 shares issued and outstanding		—			—
Additional paid-in capital		466,666			460,053
Accumulated deficit		(465,919	)		(233,716	)

Total stockholders’ equity		779			226,368

Total liabilities and stockholders’ equity	$	2,047,379		$	2,228,880

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)


	Year Ended December 31,
	2008			2007			2006
Revenues:
Gaming	$	735,469		$	781,935		$	823,628
Rooms		68,133			64,323			59,366
Food and beverage		87,214			88,547			92,624
Other		31,959			31,986			32,157

		922,775			966,791			1,007,775
Less promotional allowances		(209,322	)		(209,560	)		(226,243	)

Net revenues		713,453			757,231			781,532
Costs and expenses:
Gaming		346,599			353,553			365,814
Rooms		14,536			13,192			9,322
Food and beverage		41,582			40,247			37,370
General and administrative		197,790			207,392			213,855
Corporate and development		18,845			25,929			32,656
Corporate—related party		2,618			2,552			2,363
Depreciation and amortization		56,290			49,142			54,155
Goodwill and other intangible asset impairment charges		141,744			96,857			—
Reorganization expenses		1,680			910			464
Income from settlement of property tax appeals		—			(27,946	)		—

		821,684			761,828			715,999

(Loss) income from operations		(108,231	)		(4,597	)		65,533
Non-operating income (expense):
Interest income		4,019			6,770			9,439
Interest expense		(132,513	)		(130,961	)		(129,593	)
Loss on early extinguishment of debt		—			(4,127	)		—

		(128,494	)		(128,318	)		(120,154	)

Loss before income taxes, minority interests and discontinued operations		(236,725	)		(132,915	)		(54,621	)
Income tax benefit (provision)		6,289			23,102			(5,083	)
Minority interest		44,442			27,558			13,846

Loss from continuing operations		(185,994	)		(82,255	)		(45,858	)

(Loss) income from discontinued operations:
Trump Marina		(69,036	)		(164,992	)		36,386
Income tax benefit (provision)		6,221			25,873			(1,368	)
Minority interest		15,290			32,693			(8,229	)

Trump Marina, net of income taxes and minority interest		(47,525	)		(106,426	)		26,789
Trump Indiana, net of income taxes and minority interest		1,316			—			562

(Loss) income from discontinued operations		(46,209	)		(106,426	)		27,351

Net loss	$	(232,203	)	$	(188,681	)	$	(18,507	)

Continuing operations	$	(5.87	)	$	(2.65	)	$	(1.48	)
Discontinued operations		(1.46	)		(3.42	)		0.88

Basic and diluted net loss per share	$	(7.33	)	$	(6.07	)	$	(0.60	)

Weighted average shares outstanding:
Basic and diluted		31,674,980			31,086,918			30,920,616

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)


	Shares		Common Stock		Shares	Class B Common Stock		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 31, 2005	27,177,696		$	27	900	$	—	$	453,659		$	(26,528	)	$	427,158
Warrants converted	3,377,553			3	—		—		(3	)		—			—
Stock-based compensation expense, net of minority interest of $1,221	—			—	—		—		3,976			—			3,976
Issuance of restricted stock, net	472,462			1	—		—		(1	)		—			—
Other	(36,809	)		—	—		—		141			—			141
Net loss	—			—	—		—		—			(18,507	)		(18,507	)

Balance at December 31, 2006	30,990,902			31	900		—		457,772			(45,035	)		412,768
Stock-based compensation expense, net of minority interest of $768	—			—	—		—		2,501			—			2,501
Issuance of restricted stock, net of forfeitures and repurchases	80,052			—	—		—		(220	)		—			(220	)
Other	67			—	—		—		—			—			—
Net loss	—			—	—		—		—			(188,681	)		(188,681	)

Balance at December 31, 2007	31,071,021		$	31	900	$	—	$	460,053		$	(233,716	)	$	226,368
Stock-based compensation expense, net of minority interest of $678	—			—	—		—		2,209			—			2,209
Issuance of restricted stock, net of forfeitures	647,355			1	—		—		—			—			1
Reduction in valuation allowance relating to pre-reorganization deferred tax assets, net of minority interest of $1,353	—			—	—		—		4,404			—			4,404
Net loss	—			—	—		—		—			(232,203	)		(232,203	)

Balance at December 31, 2008	31,718,376		$	32	900	$	—	$	466,666		$	(465,919	)	$	779

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(232,203	)	$	(188,681	)	$	(18,507	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Deferred income taxes		(11,373	)		(49,125	)		1,930
Minority interest in net loss		(58,978	)		(60,251	)		(5,445	)
Depreciation and amortization		63,024			65,632			68,091
Goodwill and other asset impairment charges		162,687			277,880			—
Loss on disposal of Trump Marina assets held for sale		45,000			—			—
Accretion of interest income related to property tax settlement		(961	)		(78	)		—
Loss on early extinguishment of debt		—			4,127			—
Amortization of deferred financing costs		2,823			2,694			2,631
Provisions for losses on receivables		14,787			7,742			5,168
Stock-based compensation expense		2,887			3,269			5,197
Valuation allowance - CRDA investments		(344	)		4,346			4,478
Gain on sale of assets		(123	)		(1,000	)		—
Changes in operating assets and liabilities:
Increase in receivables		(9,178	)		(4,436	)		(13,522	)
(Increase) decrease in inventories		(299	)		804			(1,323	)
Increase in other current assets		(3,480	)		(628	)		(877	)
(Increase) decrease in other assets		(2,580	)		(14,404	)		6,573
(Decrease) increase in accounts payable, accrued expenses and other current liabilities		(19,945	)		16,223			(26,556	)
Increase in accrued interest payable		53,348			4,457			2,128
Decrease in other long-term liabilities		(4,770	)		(1,180	)		(1,411	)

Net cash flows provided by operating activities including discontinued operations		322			67,391			28,555

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(178,964	)		(232,188	)		(127,566	)
Decrease (increase) in restricted cash		44,395			(25,327	)		17,630
Purchases of CRDA investments		(11,978	)		(13,065	)		(13,269	)
Capitalized interest on construction in progress		(8,517	)		(4,202	)		(1,191	)
Cash deposit received in connection with the pending sale of Trump Marina		15,196			—			—

Net cash flows used in investing activities including discontinued operations		(139,868	)		(274,782	)		(124,396	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from term loans		100,000			540,625			—
Repayment of term loans		(4,493	)		(295,125	)		(1,500	)
Borrowings under revolving credit facility		—			76,000			—
Repayment of revolving credit facility		—			(76,000	)		—
Repayment of other long-term debt		(1,719	)		(8,994	)		(28,042	)
Partnership distributions		(1,270	)		(1,030	)		(3,020	)
CRDA grant proceeds received		11,902			—			—
Payment of deferred financing costs		—			(6,563	)		(597	)
Other		—			(220	)		453

Net cash flows provided by (used in) financing activities including discontinued operations		104,420			228,693			(32,706	)

Net (decrease) increase in cash and cash equivalents, including cash reflected in assets held for sale		(35,126	)		21,302			(128,547	)
Cash and cash equivalents at beginning of year, including cash reflected in assets held for sale		121,309			100,007			228,554

Cash and cash equivalents at end of year	$	86,183		$	121,309		$	100,007

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	85,024		$	129,544		$	126,603
Cash paid for income taxes		—			—			5,172
Equipment purchased under capital leases		6,116			—			277
Debt of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		—			7			(1,038	)
(Decrease) increase in accounts payable for accrued purchases of property and equipment		(8,632	)		13,826			9,350

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)


	December 31,
	2008			2007
Current assets:
Cash and cash equivalents	$	76,233		$	103,931
Accounts receivable, net of allowance for doubtful accounts of $25,695 and $15,925, respectively		38,579			42,984
Accounts receivable, other		5,162			6,366
Property taxes receivable		3,983			—
Inventories		5,938			5,639
Deferred income taxes		2,867			1,183
Prepaid and other current assets		16,863			13,382
Assets held for sale		239,260			295,035

Total current assets		388,885			468,520

Net property and equipment		1,480,151			1,356,981
Other assets:
Restricted cash		2,807			52,702
Goodwill		—			76,362
Trademarks		53,212			91,357
Intangible assets, net of accumulated amortization of $4,109 and $3,102, respectively		3,408			4,415
Deferred financing costs, net of accumulated amortization of $6,854 and $4,031, respectively		14,902			17,725
Property taxes receivable		15,760			18,782
Other assets, net of reserve of $32,479 and $33,209, respectively		76,335			65,992

Total other assets		166,424			327,335

Total assets	$	2,035,460		$	2,152,836

Current liabilities:
Current maturities of long-term debt	$	1,737,920		$	5,481
Accounts payable		36,714			58,133
Accrued payroll and related expenses		19,888			22,668
Income taxes payable		8,248			8,195
Accrued partner distributions		—			250
Accrued interest payable		71,450			18,102
Self-insurance reserves		14,234			12,754
Other current liabilities		31,839			36,738
Liabilities related to assets held for sale		19,012			4,994

Total current liabilities		1,939,305			167,315

Long-term debt, net of current maturities		5,924			1,638,293
Deferred income taxes		17,313			26,198
Other long-term liabilities		27,083			31,849
Partners’ capital:
Partners’ capital		603,883			596,259
Accumulated deficit		(558,048	)		(307,078	)

Total partners’ capital		45,835			289,181

Total liabilities and partners’ capital	$	2,035,460		$	2,152,836

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)


	Year Ended December 31,
	2008			2007			2006
Revenues:
Gaming	$	735,469		$	781,935		$	823,628
Rooms		68,133			64,323			59,366
Food and beverage		87,214			88,547			92,624
Other		31,959			31,986			32,157

		922,775			966,791			1,007,775
Less promotional allowances		(209,322	)		(209,560	)		(226,243	)

Net revenues		713,453			757,231			781,532
Costs and expenses:
Gaming		346,599			353,553			365,814
Rooms		14,536			13,192			9,322
Food and beverage		41,582			40,247			37,370
General and administrative		197,790			207,392			213,855
Corporate and development		18,845			25,929			32,656
Corporate - related party		2,618			2,552			2,363
Depreciation and amortization		56,290			49,142			54,155
Goodwill and other intangible asset impairment charges		95,642			87,149			—
Reorganization expense		1,680			910			464
Income from settlement of property tax appeals		—			(27,946	)		—

		775,582			752,120			715,999

(Loss) income from operations		(62,129	)		5,111			65,533
Non-operating income (expense):
Interest income		3,990			6,731			9,411
Interest expense		(132,513	)		(130,961	)		(129,593	)
Loss on early extinguishment of debt		—			(4,127	)		—

		(128,523	)		(128,357	)		(120,182	)

Loss before income taxes, minority interest and discontinued operations		(190,652	)		(123,246	)		(54,649	)
Income tax benefit (provision)		1,537			5,976			(3,783	)
Minority interest		—			—			150

Loss from continuing operations		(189,115	)		(117,270	)		(58,282	)

(Loss) income from discontinued operations:
Trump Marina		(66,740	)		(146,098	)		36,386
Income tax benefit (provision)		1,678			6,979			(1,368	)

Trump Marina, net of income taxes		(65,062	)		(139,119	)		35,018
Trump Indiana, net of income taxes		3,207			—			734

(Loss) income from discontinued operations		(61,855	)		(139,119	)		35,752

Net loss	$	(250,970	)	$	(256,389	)	$	(22,530	)

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(In thousands)


	Partners’ Capital			Accumulated Deficit			Total Partners’ Capital
Balance at December 31, 2005	$	590,012		$	(28,159	)	$	561,853
Stock-based compensation expense		5,197			—			5,197
Partnership distributions		(979	)		—			(979	)
Net loss		—			(22,530	)		(22,530	)

Balance at December 31, 2006		594,230			(50,689	)		543,541
Stock-based compensation expense, net of forfeitures and repurchases		3,049			—			3,049
Partnership distributions		(1,020	)		—			(1,020	)
Net loss		—			(256,389	)		(256,389	)

Balance at December 31, 2007		596,259			(307,078	)		289,181
Stock-based compensation expense, net of forfeitures and repurchases		2,887			—			2,887
Partnership distributions		(1,020	)		—			(1,020	)
Reduction in valuation allowance relating to pre-reorganization deferred tax assets		5,757			—			5,757
Net loss		—			(250,970	)		(250,970	)

Balance at December 31, 2008	$	603,883		$	(558,048	)	$	45,835

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(250,970	)	$	(256,389	)	$	(22,530	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Deferred income taxes		(3,215	)		(13,105	)		630
Minority interest in net loss		—			—			(150	)
Depreciation and amortization		63,024			65,632			68,091
Goodwill and other asset impairment charges		114,289			249,278			—
Loss on disposal of Trump Marina assets held for sale		45,000			—			—
Accretion of interest income related to property tax settlement		(961	)		(78	)		—
Loss on early extinguishment of debt		—			4,127			—
Amortization of deferred financing costs		2,823			2,694			2,631
Provisions for losses on receivables		14,787			7,742			5,168
Stock-based compensation expense		2,887			3,269			5,197
Valuation allowance—CRDA allowance		(344	)		4,346			4,478
Loss on sale of assets		(123	)		(1,000	)		—
Changes in operating assets and liabilities:
Increase in receivables		(9,178	)		(4,436	)		(13,522	)
(Increase) decrease in inventories		(299	)		804			(1,323	)
Increase in other current assets		(3,480	)		(628	)		(877	)
(Increase) decrease in other assets		(2,580	)		(14,404	)		6,573
(Decrease) increase in accounts payable, accrued expenses and other current liabilities		(19,945	)		16,223			(26,556	)
Increase in accrued interest payable		53,348			4,457			2,128
Decrease in other long-term liabilities		(4,766	)		(1,180	)		(1,411	)

Net cash flows provided by operating activities including discontinued operations		297			67,352			28,527

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net		(178,964	)		(232,188	)		(127,566	)
Decrease (increase) in restricted cash		44,395			(25,327	)		17,630
Purchases of CRDA investments		(11,978	)		(13,065	)		(13,269	)
Capitalized interest on construction in progress		(8,517	)		(4,202	)		(1,191	)
Cash deposit received in connection with the pending sale of Trump Marina		15,196			—			—

Net cash flows used in investing activities including discontinued operations		(139,868	)		(274,782	)		(124,396	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from term loans		100,000			540,625			—
Repayments of term loans		(4,493	)		(295,125	)		(1,500	)
Borrowings under revolving credit facility		—			76,000			—
Repayments of revolving credit facility		—			(76,000	)		—
Repayments of other long-term debt		(1,719	)		(8,994	)		(28,042	)
Partnership distributions		(1,270	)		(1,030	)		(3,760	)
CRDA grant proceeds received		11,902			—			—
Payment of deferred financing costs		—			(6,563	)		(597	)
Other		—			(220	)		312

Net cash flows provided by (used in) financing activities including discontinued operations		104,420			228,693			(33,587	)

Net (decrease) increase in cash and cash equivalents		(35,151	)		21,263			(129,456	)
Cash and cash equivalents at beginning of year, including cash reflected in assets held for sale		120,357			99,094			228,550

Cash and cash equivalents at end of year, including cash reflected in assets held for sale	$	85,206		$	120,357		$	99,094

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	85,024		$	129,544		$	126,603
Cash paid for income taxes		—			—			5,172
Equipment purchased under capital leases		6,116			—			277
Debt of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		—			7			(1,038	)
(Decrease) increase in accounts payable for accrued purchases of property and equipment		(8,632	)		13,826			9,350

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(1)

General

Organization

The accompanying consolidated financial statements include those of Trump Entertainment Resorts, Inc. (“TER”), a Delaware corporation, its majority-owned subsidiary, Trump Entertainment Resorts Holdings, L.P. (“TER Holdings”), a Delaware limited partnership, and their respective subsidiaries. Except where otherwise noted, the words “we,” “us,” “our” and similar terms, as well as “Company,” refer to TER and all of its subsidiaries. Through TER Holdings and its wholly owned subsidiaries we own and operate the Trump Taj Mahal Casino Resort (“Trump Taj Mahal”), Trump Plaza Hotel and Casino (“Trump Plaza”) and Trump Marina Hotel Casino (“Trump Marina”) each in Atlantic City, New Jersey.

As further disclosed in Note 3, on May 28, 2008, Trump Marina Associates, LLC entered into an agreement to sell Trump Marina. As such, certain assets and liabilities have been reclassified to assets held for sale and liabilities related to assets held for sale on the Consolidated Balance Sheets. Trump Marina’s 2008 results of operations have been presented as discontinued operations and its prior year results of operations have been reclassified to conform to the current period presentation for all periods presented.

During September 2005, TER Keystone Development Co., LLC (“TER Keystone”) was formed by TER Holdings to pursue a gaming license in Philadelphia, Pennsylvania, see Note 17. Prior to the December 2005 sale of our former subsidiary Trump Indiana, Inc. (“Trump Indiana”), we also owned and operated a riverboat casino in Gary, Indiana. See Note 15 for additional information regarding this discontinued operation.

Chapter 11 Filing

On February 17, 2009 (the “Petition Date”), TER and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Camden, New Jersey (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). These chapter 11 cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-13656 and 09-13658 through 09-13664 (JHW) (the “Chapter 11 Case”).

On February 20, 2009, the Company obtained court approval to continue to pay its vendors in the ordinary course of business. The Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. There can be no assurance that we will be able to successfully develop, execute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 Case that are acceptable to the Bankruptcy Court and our creditors and other parties in interest.

We intend to maintain business operations through the reorganization process. Our liquidity and capital resources, however, are significantly affected by the Chapter 11 Case. Our bankruptcy proceedings have resulted in various restrictions on our activities, limitations on financing and a need to obtain Bankruptcy Court approval for various matters. As a result of the filing of the Chapter 11 Case, the Debtors are not permitted to make any payments on pre-petition liabilities without prior Bankruptcy Court approval. However, the Debtors have been granted relief in order to continue wage and salary payments and other benefits to employees as well as other related pre-petition obligations; to continue to honor customer programs as well as certain related pre-petition customer obligations; and to pay certain pre-petition trade claims held by critical vendors. Under the priority schedule established by the Bankruptcy Code, certain post-petition and pre-petition liabilities need to be satisfied before general unsecured creditors and equity holders are entitled to receive any distribution. At this time, it is not possible to predict with certainty the effect of the Chapter 11 Case on our business or various creditors, or when we will emerge from these proceedings. Our future results depend upon our confirming and successfully implementing, on a timely basis, a plan of reorganization. The continuation of the Chapter 11 Case, particularly if a plan of reorganization is not timely approved or confirmed, could further adversely affect our operations.

Donald J. Trump’s Abandonment of Limited Partnership Interests in TER Holdings

By letter dated February 13, 2009, Donald J. Trump (“Mr. Trump”) notified TER that he had abandoned any and all of his 23.5% direct limited partnership interest in TER Holdings and relinquished any and all rights under the Fourth Amended and Restated Agreement of Limited Partnership of TER Holdings (the “Partnership Agreement”) or otherwise with respect to TER Holdings and Mr. Trump’s limited partnership interest. Pursuant to the terms of the Partnership Agreement, the prior written consent of TER, as the general partner of TER Holdings, is required for a limited partner to withdraw. TER has not consented to a withdrawal by Mr. Trump from TER Holdings. Accordingly, TER reserves all rights and remedies against Mr. Trump with respect to his purported abandonment of his limited partnership interest.

(2)

Summary of Significant Accounting Policies

Basis of Presentation—The consolidated financial statements include our accounts and those of our controlled subsidiaries and partnerships. We have eliminated all intercompany transactions. We view each casino property as an operating segment and all such operating segments have been aggregated into one reporting segment.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. The ability of the Company, both during and after the Chapter 11 Case, to continue as a going concern is contingent upon, among other things; (i) the ability of the Company to maintain compliance with all terms of its debt structure; (ii) the ability of the

Company to generate cash from operations and to maintain adequate cash on hand; (iii) the resolution of the uncertainty as to the amount of claims that will be allowed; (iv) the ability of the Company to confirm a plan of reorganization under the Bankruptcy Code and obtain any debt and equity financing which may be required to emerge from bankruptcy protection; and (v) the Company’s ability to achieve profitability. There can be no assurance that the Company will be able to successfully achieve these objectives in order to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents—We consider cash and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash—Restricted cash at December 31, 2008 includes $2,807 of interest bearing cash collateral for outstanding letters of credit. Restricted cash at December 31, 2007 represented the unused proceeds from borrowings under our 2007 Credit Facility (as defined below), which were restricted to fund construction of the Chairman Tower, the new hotel tower at Trump Taj Mahal, and $8,382 of interest bearing cash collateral for outstanding letters of credit.

Revenue Recognition and Allowance for Doubtful Accounts—The majority of our revenue is derived from gaming activities. As our gaming revenues are primarily generated from cash transactions, our revenues do not typically require the use of estimates. Gaming revenues represent the difference between amounts of gaming wins and losses. Revenues from hotel and other services are recognized at the time the related services are performed. We extend credit on a discretionary basis to certain qualified patrons. Our casino properties establish credit limits for approved casino customers following investigations of creditworthiness. We maintain an allowance for doubtful accounts based on a specific review of customer accounts as well as a review of the history of write-offs of returned markers. Accounts are written off when it is determined that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. Management believes that the reserve recorded is reasonable; however, these estimates could change based on the actual collection experience with each returned marker.

Inventories—Inventories of provisions and supplies are carried at the lower of cost (weighted average) or market value.

Property and Equipment—The carrying value of property and equipment acquired prior to May 20, 2005, the date of the Plan of Reorganization related to our 2005 reorganization (the “2005 Plan”) became effective (the “2005 Effective Date”) is based on its allocation of reorganization value and is being depreciated on the straight-line method using rates based on the estimated remaining useful lives. Property and equipment acquired on or after May 20, 2005, is recorded at cost. Property and equipment is depreciated on the straight-line method using rates based on the estimated useful lives as follows:


Buildings and building improvements		20—40 years
Furniture, fixtures and equipment		3—10 years

Depreciation expense includes amortization of assets under capital lease obligations.

Capitalized Interest—We capitalize interest for associated borrowing costs of construction projects. Capitalization of interest ceases when the asset is substantially complete and ready for its intended use. Interest capitalized during the years ended December 31, 2008, 2007 and 2006 was $8,517, $4,202 and $1,191, respectively.

Long-lived Assets and Assets Held for Sale—In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), when events or circumstances indicate that the carrying amount of long-lived assets to be held and used might not be recoverable, the expected future undiscounted cash flows from the assets are estimated and compared with the carrying amount of the assets. If the sum of the estimated undiscounted cash flows was less than the carrying amount of the assets, an impairment loss would be recorded. The impairment loss would be measured by comparing the fair value of the long-lived asset group with its carrying amount. Long-lived assets that are held for sale are reported at the lower of the assets’ carrying amount or fair value less costs related to the assets’ disposition and are no longer depreciated. See Note 3 regarding impairment charges recorded during 2008 and 2007.

Goodwill and Other Intangible Assets—In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we amortize intangible assets over their estimated useful lives unless we determined their lives to be indefinite. Goodwill and other intangible assets with indefinite lives are not amortized but are subject to tests for

impairment at least annually. SFAS 142 requires that we perform impairment tests more frequently than annually if events or circumstances indicate that the value of goodwill or intangible assets with indefinite lives might be impaired. See Notes 3 and 5 regarding goodwill and other intangible asset impairment charges recorded during 2008 and 2007 resulting from our impairment testing.

Deferred Financing Costs—Financing costs, including underwriters’ discounts and direct transactional fees associated with the issuance of debt, are capitalized as deferred financing costs and are amortized to interest expense over the terms of the related debt.

Self-insurance Reserves—Self-insurance reserves represent the estimated amounts of uninsured claims related to employee health medical costs, workers’ compensation and personal injury claims that have occurred in the normal course of business. These reserves are established by management based upon specific review of open claims, with consideration of incurred but not reported claims as of the balance sheet date. The costs of the ultimate disposition of these claims may differ from these reserve amounts.

Promotional Allowances—The retail value of accommodations, food, beverage and other services provided to patrons without charge is included in revenues and deducted as promotional allowances. The estimated costs of providing such promotional allowances related to our continuing operations are included in gaming costs and expenses in the accompanying consolidated statements of operations and consist of the following:


	December 31,
	2008		2007		2006
Rooms	$	19,676	$	18,260	$	20,179
Food and beverage		49,014		52,527		53,086
Other		8,329		7,535		9,243

	$	77,019	$	78,322	$	82,508

Cash discounts based upon a negotiated amount with each affected patron are recognized as promotional allowances on the date the related revenue is recorded. Cash-back program awards that are given to patrons based upon earning points for future awards are accrued as the patron earns the points. The amounts are recorded as promotional allowances in the statements of operations.

Advertising Expense—We expense advertising costs as they are incurred. Advertising expense related to our continuing operations was $12,383, $10,464 and $8,577 for the years ended December 31, 2008, 2007 and 2006, respectively.

Derivative Instruments and Hedging Activities—We account for derivative instruments and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 138, “Accounting for Certain Derivatives Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133.” We recognize derivatives on the balance sheet at fair value.

Income Taxes—The provision for income taxes included in the respective statements of operations of TER and TER Holdings differs because of the tax status of these entities. TER Holdings’ provision for income taxes includes only state income tax provisions and balances because of its status as a partnership for federal tax purposes.

Minority Interests—TER reports other parties’ interests in its less than 100%-owned, consolidated subsidiaries as minority interests. Minority interests are adjusted by the proportionate share of the less than 100%-owned subsidiaries’ earnings (losses) and partner distributions to the minority interest holders.

Stock-based Compensation—We recognize stock-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires the fair value of equity awards to be recognized in the financial statements. Compensation expense is recognized on a straight-line basis over the vesting period of the award.

Reclassifications—Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.

Recently Issued Accounting Standards—In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other generally accepted accounting principles (“GAAP”). FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption of the standard is prohibited. FAS 142-3 became effective for our fiscal year beginning January 1, 2009. We do not expect the adoption of FAS 142-3 to have a material impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks to improve the transparency of financial reporting. Under SFAS 161, entities are required to provide enhanced disclosures relating to: (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedge items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), and its related interpretations; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. We must apply SFAS 161 prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS 133 for all financial statements issued for fiscal years and interim periods beginning January 1, 2009. We do not expect the adoption of SFAS 161 to have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—An amendment of ARB No. 51” (“SFAS 160”). SFAS 160 became effective for our fiscal year beginning January 1, 2009. This standard significantly changes the accounting and reporting relating to noncontrolling interests in a consolidated subsidiary. We are currently evaluating the impact that the adoption of SFAS 160 will have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). This Statement retained the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R), which is broader in scope than that of SFAS 141, which applied only to business combinations in which control was obtained by transferring consideration, applies the same method of accounting (the purchase method) to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141(R) also makes certain other modifications to SFAS 141. We are required to apply the provisions of SFAS 141(R) to business combinations for which the acquisition date is on or after January 1, 2009. We do not expect the adoption of SFAS 141(R) to have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS 159 permits all companies to choose to measure eligible items at fair value at specified election dates. At each subsequent reporting date, companies shall report in earnings any unrealized gains and losses on items for which the fair value option has been elected. We adopted SFAS 159 effective January 1, 2008 and did not elect the fair value measurement option for any financial assets or liabilities.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), delaying the effective date of SFAS 157 to our fiscal year beginning January 1, 2009 for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Non-financial assets and non-financial liabilities for which we are required to apply the provisions of SFAS 157 include our intangible assets and long-lived assets measured at fair value under the provisions of SFAS 142 and SFAS 144. We adopted SFAS 157 effective January 1, 2008 for financial

assets and liabilities. The adoption of SFAS 157 for financial assets and liabilities did not impact our consolidated financial statements. We do not expect the adoption of 157 for non-financial assets and liabilities to have a material effect on our consolidated financial statements.

(3)

Trump Marina Assets Held for Sale and Discontinued Operations

On May 28, 2008, Trump Marina Associates, LLC (“Seller”) entered into an Asset Purchase Agreement (the “Marina Agreement”) to sell Trump Marina (the “Property”) to Coastal Marina, LLC (“Buyer”), an affiliate of Coastal Development, LLC (“Coastal”). Pursuant to the Marina Agreement, (1) at the closing, Buyer will acquire substantially all of the assets of, and will assume certain liabilities related to, the business conducted at the Property and (2) at and subject to such closing, unrelated existing litigation between the Company and Coastal (see Note 18) is to be settled. Upon entering into the Marina Agreement, Buyer placed into escrow a $15,000 deposit toward the purchase price (the “Original Marina Deposit”).

On October 28, 2008, the parties entered into an amendment to the Marina Agreement (the “Marina Amendment”) to modify certain terms and conditions of the Marina Agreement. Pursuant to the Marina Amendment the parties waived the October 28, 2008 deadline for Buyer to provide commitment letters to Seller for the financing of the acquisition of the Property. In addition, the parties agreed to amend certain provisions of the Marina Agreement, including, but not limited to the following: (1) the aggregate purchase price payable for the Property was decreased from $316,000 to $270,000; (2) any potential reduction to the purchase price based on the EBITDA (as defined in the Marina Agreement) of the business conducted at the Property for the twelve month period last completed prior to the closing date of the transaction was eliminated, however, the purchase price remains subject to a working capital adjustment; (3) Seller may terminate the Marina Agreement if the transaction does not close by May 28, 2009, unless such date is extended by no more than 60 days to obtain regulatory approval and all other closing conditions have been met; and (4) the Original Marina Deposit held in escrow, together with any interest earned thereon, was released to Seller immediately and an additional $2,000 deposit was placed in escrow, for a total deposit towards the purchase price of $17,000.

The closing is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey governmental authorities. There can be no assurance that the transaction for the sale of Trump Marina will close. The Marina Amendment provides that, subject to certain exceptions, the Company’s recourse against the Buyer if the transaction fails to close will be limited to the Buyer’s $2,000 deposit currently held in escrow.

Assets held for sale and liabilities related to assets held for sale pertaining to Trump Marina at December 31, 2008 and December 31, 2007 are as follows:


	December 31,
	2008		2007
Assets held for sale:
Cash and cash equivalents	$	8,973	$	16,426
Property and equipment, net		227,252		273,472
Other assets		3,035		5,137

Total assets held for sale	$	239,260	$	295,035

Liabilities related to assets held for sale:
Cash deposit received pursuant to Marina Amendment	$	15,196	$	—
Accrued expenses		3,467		3,545
Deposits and other		349		1,449

Total liabilities related to assets held for sale	$	19,012	$	4,994

The following table provides a summary of Trump Marina’s discontinued operations presented in our statements of operations for all periods presented:


	Year Ended December 31,
	2008			2007			2006
Net revenues	$	194,555		$	231,004		$	244,747
Depreciation and amortization		6,734			16,490			13,936
Goodwill and other intangible asset impairment charges		20,943			89,752			—
Estimated loss on disposal		45,000			—			—
Long-lived asset impairment charge		—			91,271			—
(Loss) income from discontinued operations before income taxes and minority interest		(69,036	)		(164,992	)		36,386

During 2008 and 2007, we recognized goodwill and other intangible asset impairment charges related to Trump Marina as a result of impairment tests performed in accordance with SFAS 142. The intangible asset impairment charges related to Trump Marina trademarks totaling $18,647 and $35,353 during the years ended December 31, 2008 and 2007, respectively, resulted in an income tax benefit of $6,221 and $6,979, respectively, which reflect the impact of reductions in our net deferred tax liabilities. As of December 31, 2008, there was no remaining goodwill or other intangible assets recorded related to Trump Marina.

During 2008, in connection with the Marina Amendment, we recorded an estimated loss on disposal of $45,000 to reflect Trump Marina’s assets held for sell at their fair value less costs to sell. Failure to close a transaction pursuant to the amended Marina Agreement may result in additional long-lived asset impairment charges.

Also, in connection with the Marina Agreement, the valuation allowance relating to pre-reorganization deferred tax assets decreased by $26,455 resulting in a $19,319 reduction to goodwill, a $1,379 reduction to intangible assets and a $4,404 increase to additional paid in capital, net of minority interest of $1,353.

During 2007, Trump Marina’s results were negatively impacted principally due to increased regional competition and a partial smoking ban in Atlantic City. As a result, we performed an impairment test in accordance with SFAS 144. Based upon our review, the sum of the estimated undiscounted future cash flows expected to be generated by the long-lived asset group of Trump Marina was less than the carrying value of those assets. We estimated the fair value of the asset group using a discounted cash flow methodology among other valuation metrics and sought the assistance of an independent valuation firm. We recorded an asset impairment charge totaling $91,271.

(4)

Property and Equipment

Property and equipment consists of the following:


	December 31,
	2008			2007
Land and land improvements	$	292,781		$	292,234
Building and building improvements		1,171,384			918,612
Furniture, fixtures and equipment		187,592			150,493
Construction in progress		10,817			125,690

		1,662,574			1,487,029
Less accumulated depreciation and amortization		(182,423	)		(130,048	)

Net property and equipment	$	1,480,151		$	1,356,981

During August 2008, Trump Taj Mahal debuted a portion of its 782-room, hotel tower, the Chairman Tower. As of December 31, 2008 the Chairman Tower was substantially complete.

(5)

Intangible Assets and Goodwill

In accordance with SFAS 142, we perform our goodwill and other intangible asset impairment testing annually as of October 1, or more frequently than annually if events or circumstances indicate that the value of goodwill or indefinite-lived intangible assets might be impaired. With the assistance of an independent valuation firm, we use discounted cash flow,

market capitalization and market multiple methodologies in our determination of the estimated fair value of our reporting units with goodwill. Our estimated future cash flows assumed under the discounted cash flow approach have been negatively impacted by the weakened economic conditions, the continuing effects of regional competition, the partial smoking ban in Atlantic City, rising fuel costs and other factors.

During 2008, based upon the results of our impairment testing, we determined that goodwill relating to Trump Taj Mahal and TER was impaired. As a result, we recognized goodwill impairment charges totaling $122,246, of which $76,144 related to Trump Taj Mahal and $46,102 related to TER. In addition, we recognized other intangible asset impairment charges of $19,498, of which $14,121 related to Trump Taj Mahal trademarks and $5,377 related to Trump Plaza trademarks. Of the charges recognized, $129,773 was recorded in connection with an interim impairment test performed as of September 30, 2008 due to the effects of adverse market conditions on our operating results, the decline in the market price of TER Common Stock and other factors. During the fourth quarter of 2008, due to the negative effects of further deterioration in the Atlantic City gaming market and the overall weakness of the economy on our operating performance, we performed an interim impairment test as of December 31, 2008 and recorded additional trademark impairment charges of $11,971. These non-cash impairment charges are reflected as goodwill and other intangible asset impairment charges within our continuing operations in our 2008 consolidated statement of operations.

During 2007, based upon the results of our annual impairment testing, we determined that trademarks relating to Trump Taj Mahal and Trump Plaza and goodwill relating to TER and Trump Plaza were impaired. As a result, we recognized goodwill and other intangible asset impairment charges totaling $96,857, of which $9,708 related to TER, $30,447 related to Trump Taj Mahal and $56,702 related to Trump Plaza. These non-cash impairment charges are reflected as goodwill and other intangible asset impairment charges within our continuing operations in our 2007 consolidated statement of operations.

The impairment test procedures performed in accordance with SFAS 142 require management to make comprehensive estimates of the future cash flows of our reporting units. Due to uncertainties associated with such estimates, actual results could differ from such estimates. A continuation of the previously mentioned conditions may result in the determination that some or all of our remaining intangible assets have become impaired, which could result in additional impairment charges.

A rollforward of goodwill for the period from December 31, 2005 to December 31, 2008 is as follows:


	TER			TER Holdings
Balance, December 31, 2005	$	238,045		$	139,289
Undistributed amounts in connection with Predecessor Company’s reorganization plan		(1,442	)		(1,442	)
Reduction in Trump Indiana income tax accrual		(8,193	)		(8,193	)
Charge in lieu of income taxes		(1,930	)		(630	)

Balance, December 31, 2006		226,480			129,024

Goodwill impairment charges		(80,590	)		(51,988	)
Charge in lieu of income taxes		(200	)		(200	)
Reduction in Trump Indiana income tax accrual		(481	)		(481	)
Other		7			7

Balance, December 31, 2007		145,216			76,362

Reduction in valuation allowance relating to pre-reorganization deferred tax assets		(20,674	)		(218	)
Goodwill impairment charges		(124,542	)		(76,144	)

	$	—		$	—

The difference in goodwill between TER Holdings and TER is primarily related to the recognition of an additional federal deferred tax liability due to TER’s status as a corporation.

Our other intangible assets consist of the following:


	As of December 31, 2008							As of December 31, 2007
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trademarks	$	53,212				$	53,212	$	91,357				$	91,357
Other intangible assets:
Leasehold interests (weighted average useful life—1.6 years)	$	517	$	(493	)	$	24	$	517	$	(486	)	$	31
Customer relationships (useful life—7 years)		7,000		(3,616	)		3,384		7,000		(2,616	)		4,384

Total other intangible assets	$	7,517	$	(4,109	)	$	3,408	$	7,517	$	(3,102	)	$	4,415

We recorded amortization expense of $1,007, $1,007 and $1,187 related to our continuing operations for the years ended December 31, 2008, 2007 and 2006, respectively.

Future amortization expense of our amortizable intangible assets for each of the years ended December 31, is as follows:


2009	$	1,007
2010		1,007
2011		1,007
2012		387
2013		—
Thereafter		—

(6)

Debt

Our debt consists of the following:


	December 31,
	2008			2007
Senior Secured Credit Facility:
Term Loan, matures December 21, 2012, interest and principal payments due quarterly at LIBOR plus 5.2%, which includes 2% default interest at December 31, 2008 (8.2% at December 31, 2008)	$	488,757		$	393,250
Senior Secured Notes, due June 1, 2015, interest payable semi-annually at 8.5%, interest payments due June 1 and December 1		1,248,969			1,248,969
Other:
Capitalized lease obligations, payments due at various dates from 2007 through 2028, secured by slot and other equipment, interest at 4.3% to 12%		6,118			1,555

Total long-term debt		1,743,844			1,643,774
Less: current maturities		(1,737,920	)		(5,481	)

Long-term debt, net of current maturities	$	5,924		$	1,638,293

Event of Default—On December 1, 2008, the Company announced that as part of a strategy to maintain sufficient liquidity, it would not make the $53.1 million interest payment due December 1, 2008 on the Senior Notes. The Company did not make the interest payment within the thirty-day grace period allowable under the terms of the Senior Notes which constituted an event of default. The Company obtained forbearance agreements from its lenders on December 31, 2008 which were subsequently extended through various amendments until February 18, 2009. As discussed in Note 1, on February 17, 2009, the Debtors filed voluntary petitions in the Bankruptcy Court seeking relief under the provisions of chapter 11 of the Bankruptcy Code. The filing of the Chapter 11 Case constituted an event of default and therefore triggered repayment obligations under the $493,250 senior secured facility entered into by the Company on December 21, 2007 (the “2007 Credit Facility”) and the $1,250,000 of Senior Secured Notes issued by TER Holdings and its wholly owned finance subsidiary, Trump Entertainment Resorts Funding, Inc. (“TER Funding”) on the 2005 Effective Date (the “Senior Notes”). As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility (which has a cross-default

provision with the Senior Notes) became automatically due and payable. Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most pending litigation, are stayed and other contractual obligations against the Debtors generally may not be enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization to be approved by the Bankruptcy Court. Consequently, the Company has classified the indebtedness under the Senior Notes and the 2007 Credit Facility within current liabilities in its Consolidated Balance Sheet as of December 31, 2008.

2007 Credit Facility—On December 21, 2007, TER and TER Holdings entered into the 2007 Credit Facility. Under the 2007 Credit Facility, TER Holdings borrowed $393,250 which was to be used to (i) refinance all amounts outstanding under its Credit Agreement dated May 20, 2005 (the “2005 Credit Facility”), (ii) pay fees and expenses incurred in connection with the 2007 Credit Facility and the refinancing of the 2005 Credit Facility, (iii) fund construction of the Chairman Tower at Trump Taj Mahal, and (iv) provide financing for working capital, capital expenditures and other general corporate purposes.

TER Holdings incurred $6,563 of costs associated with entering into the 2007 Credit Facility. TER Holdings recorded a $4,127 non-cash loss on early extinguishment of debt during the year ended December 31, 2007 relating to the write-off of unamortized debt issuance costs associated with the 2005 Credit Facility.

In connection with the Marina Agreement, TER Holdings entered into an amendment, dated as of May 29, 2008, to the 2007 Credit Facility (the “Amendment”). Pursuant to the Amendment, (i) the 2007 Credit Facility lenders consented to the sale of Trump Marina, subject to the satisfaction of certain conditions, (ii) the applicable interest rate margins payable on amounts outstanding under the 2007 Credit Facility will increase upon the closing of the transactions contemplated by the Marina Agreement, and (iii) TER Holdings agreed to pay amendment fees equal to one percent of the amount of the 2007 Credit Facility.

In connection with the Marina Amendment, TER Holdings entered into an amendment, dated October 28, 2008, to the 2007 Credit Facility whereby the 2007 Credit Facility lenders consented to the Marina Amendment and the Company agreed to pay an extension fee if the closing of the transaction is extended beyond May 2009.

During 2008, TER Holdings borrowed the remaining $100,000 available under the 2007 Credit Facility which was used principally to fund capital expenditures associated with construction of the Chairman Tower.

Borrowings under the 2007 Credit Facility are secured by a first priority security interest in substantially all of the assets of TER Holdings and it subsidiaries. TER Holdings’ obligations under the 2007 Credit Facility are guaranteed by TER and certain of its direct and indirect subsidiaries. We and our subsidiaries are subject to a number of affirmative and negative covenants. The 2007 Credit Facility restricts our ability to make certain distributions or pay dividends.

Senior Notes—On the 2005 Effective Date, TER Holdings and TER Funding issued the Senior Notes. These Senior Notes were used to pay distributions under the 2005 Plan. The Senior Notes due June 1, 2015, bear interest at 8.5% per annum. $1,038 of the Senior Notes were returned to us under the terms of the Predecessor Company’s 2005 Plan and retired during 2006. During June 2007, we were notified by our bond trustee of the issuance of $7 in additional Senior Notes as a result of a clerical adjustment in the original issuance. As such, we recorded additional outstanding Senior Notes and increased our goodwill by $7 as these notes were issued as part of our reorganization.

$730,000 of the aggregate principal amount of the Senior Notes is nonrecourse to the issuers and to the partners of TER Holdings (the “Qualified Portion”). $520,000 of the aggregate principal amount of the Senior Notes is recourse to the issuers and to TER, in its capacity as general partner of TER Holdings (the “Non-Qualified Portion”).

The Non-Qualified Portion and Qualified Portion are recalculated on a periodic basis no less frequently than annually based on certain tax considerations, provided that in no event will the Qualified Portion exceed $730,000 in aggregate principal amount of Senior Notes.

TER Funding has no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of our Senior Notes. All other subsidiaries of TER Holdings, except a minor non-guarantor subsidiary (the “Guarantors”), are guarantors of the Senior Notes on a joint and several basis. TER Holdings and TER Funding have no independent assets or operations from the Guarantors. Therefore, condensed consolidating financial statements are not presented.

The Senior Notes are senior obligations of the issuers and are guaranteed on a senior basis by the Guarantors and rank senior in right of payment to the issuers’ and Guarantors’ future subordinated indebtedness. The Senior Notes are secured by substantially all of our real property and incidental personal property, subject to liens securing amounts borrowed under the 2007 Credit Facility and certain permitted prior liens. Because amounts borrowed under the 2007 Credit Facility are secured by substantially all the assets of the issuers and the Guarantors on a priority basis, the Senior Notes are effectively subordinated to amounts borrowed under the 2007 Credit Facility.

In addition, the ability of Trump Taj Mahal, Trump Plaza or Trump Marina to make payments to TER may be restricted by the New Jersey Casino Control Commission (the “CCC”).

Long-term debt and capital lease obligations mature as follows:


Year Ended December 31,	Long-term debt		Captial lease obligations			Total
2009	$	1,737,726	$	912		$	1,738,638
2010		—		875			875
2011		—		793			793
2012		—		793			793
2013		—		793			793
Thereafter		—		11,165			11,165

Total		1,737,726		15,331			1,753,057
Less: amount representing interest		—		(9,213	)		(9,213	)

Total	$	1,737,726	$	6,118		$	1,743,844

(7)

Income Taxes

Our income tax provision (benefit) attributable to continuing operations and discontinued operations is as follows:


	Year Ended December 31,
	2008			2007			2006
Continuing operations	$	(6,289	)	$	(23,102	)	$	5,083
Discontinued operations		(8,291	)		(25,873	)		1,312

	$	(14,580	)	$	(48,975	)	$	6,395

The income tax (benefit) provision attributable to income (loss) from continuing operations before income taxes is as follows:


	Year Ended December 31,
	2008			2007			2006
Current—federal	$	—		$	103		$	—
Deferred—federal		(4,752	)		(17,126	)		—

Provision for federal income taxes		(4,752	)		(17,023	)		—

Current—state		—			47			3,366
Deferred—state		(1,537	)		(6,326	)		—

Provision for state income taxes		(1,537	)		(6,279	)		3,366

Non-cash charge in lieu of taxes		—			200			1,717

	$	(6,289	)	$	(23,102	)	$	5,083

Our current federal income tax provision reflects the utilization of net operating loss carryforwards and our deferred income tax provision reflects the impact of a reduction in our net deferred tax liabilities. The non-cash charge in lieu of taxes represents the utilization of pre-reorganization tax benefits that are reflected as a reduction to goodwill. The difference between TER’s and TER Holdings’ tax provision is due to a federal deferred tax benefit of $4,752 and $17,126 for the years ended December 31, 2008 and 2007, respectively, and a non-cash charge-in-lieu of taxes of $1,300 for the year ended December 31, 2006, because of TER’s status as a corporation for federal income taxes.

At December 31, 2008, we had unrecognized tax benefits of approximately $33,147, including interest. At December 31, 2008, $5,003 of unrecognized tax benefits would affect our effective tax rate for continuing operations, if recognized, and $6,130 would be recorded as a reduction to income tax expense for discontinued operations, if recognized. Upon adoption of SFAS 141(R) on January 1, 2009, $14,927 of unrecognized tax benefits would affect our effective tax rate for continuing operations, if recognized, and $6,130 would be recorded as a reduction to income tax expense for discontinued operations, if recognized. The application of FIN 48 did not have an impact on stockholders’ equity or partners’ capital on the date of adoption. It is reasonably possible that certain unrecognized tax benefits related to income tax examinations totaling $8,248 could be settled during the next twelve months.

The following table summarizes the activity related to our unrecognized tax benefits:


Unrecognized tax benefits at December 31, 2007	$	27,056
Increases (decreases) related to current year tax positions		530
Increases (decreases) related to prior year tax positions		—
Decreases related to settlements with taxing authorities		(3,154	)
Decreases resulting from the expiration of the statute of limitations		(275	)

Unrecognized tax benefits at December 31, 2008	$	24,157

We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties as a component of income tax expense. During the years ended December 31, 2008 and 2007, we recognized approximately $2,726 and $2,506, respectively, in potential interest associated with uncertain tax positions. In addition, for the year ended December 31, 2008, we reduced interest expense by $2,179 to reflect the reversal of accrued interest related to the reduction of certain unrecognized tax benefits. At December 31, 2008, we had approximately $8,990 accrued for the payment of interest on uncertain tax positions. At December 31, 2008, to the extent interest is not assessed with respect to uncertain tax positions of the Predecessor Company, amounts accrued would be reduced and the impact would reduce certain intangible assets related to the reorganization by approximately $900 in accordance with Emerging Issues Task Force Issue 93-7, “Uncertainties Related to Income Taxes in a Purchase Business Combination” (“EITF 93-7”). Upon adoption of SFAS 141(R) on January 1, 2009, to the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of interest expense.

Federal and State Income Tax Audits

Tax years 2005 through 2008 remain subject to examination by the federal tax authority. Tax years 1995 through 2008 remain subject to examination by state tax jurisdictions.

At December 31, 2008, we have accrued $850 to reflect the expected federal tax liability (including interest) for the period from January 1, 2005 through December 21, 2005, the date of the sale of our former subsidiary, Trump Indiana to Majestic Star Casino, LLC (“Majestic Star”), resulting from agreed upon Internal Revenue Service (“IRS”) audit adjustments for 1996 through 2004. Additionally, we have accrued a liability of $547 related to the impact on state income taxes (including interest) resulting from agreed upon IRS audit adjustments for 1996 through December 21, 2005. In accordance with the terms of our Stock Purchase Agreement with Majestic Star, TER Holdings has retained the liability for expected federal and state income taxes (including interest) related to Trump Indiana for the tax years 1995 through December 21, 2005. During the year ended December 31, 2008, we reduced our tax liability by $5,333 (including interest), resulting from our settlement with the State of Indiana for certain years and our discussions with the State of Indiana for the remaining years.

From 2002 through 2006, state income taxes for our New Jersey operations were computed under the alternative minimum assessment method. We have asserted our position that New Jersey partnerships were exempt from these taxes and, as such, have not remitted payments of the amounts provided. The New Jersey Division of Taxation has issued an assessment to collect the unpaid taxes for the tax years 2002 and 2003. At December 31, 2008, we have accrued $28,650 for taxes and interest relating to this alternative minimum tax assessment for 2002 and 2003, as well as the open years 2004 through 2006. We are currently in discussions with the New Jersey Division of Taxation regarding settlement of these assessments.

A reconciliation of our federal income tax at the federal statutory rate to our income tax (benefit) provision from continuing operations is as follows:


	Year Ended December 31,
	2008			2007			2006
Federal statutory rate	$	(82,854	)	$	(46,520	)	$	(19,117	)
State taxes, net of federal benefit		(999	)		(4,081	)		2,188
Permanent differences, net		1,696			1,438			1,040
Goodwill impairment		42,786			15,911			—
Minority interest on land and trademark impairment		2,073			7,476			—
Non-cash charge-in-lieu of income taxes		—			200			1,717
Valuation allowance		31,009			2,372			19,255
Other, net		—			102			—

	$	(6,289	)	$	(23,102	)	$	5,083

The tax effects of significant temporary differences representing deferred tax assets and liabilities, subject to valuation allowances are as follows:


	TER						TER Holdings
	December 31,						December 31,
	2008			2007			2008			2007
Deferred tax assets:
Accruals and prepayments	$	55,314		$	34,320		$	14,920		$	9,258
Basis differences on intangible assets		22,980			24,073			6,199			6,493
NOL carryforwards		108,510			92,669			37,086			35,139

		186,804			151,062			58,205			50,890
Less: Valuation allowance		(143,038	)		(124,997	)		(48,821	)		(46,232	)

		43,766			26,065			9,384			4,658

Deferred tax liabilities:
Basis differences on property and equipment, net		(71,842	)		(80,077	)		(16,957	)		(19,227	)
Trademarks and other		(25,478	)		(38,726	)		(6,873	)		(10,446	)

		(97,320	)		(118,803	)		(23,830	)		(29,673	)

Net deferred income tax liability	$	(53,554	)	$	(92,738	)	$	(14,446	)	$	(25,015	)

TER Holdings’ deferred tax assets and liabilities only reflect the state tax effects, because of TER Holdings’ status as a partnership for federal income taxes.

Net Operating Loss Carryforwards

Utilization of Predecessor Company federal net operating loss carryforwards (“NOLs”) available to TER is limited pursuant to Section 382 of the Internal Revenue Code. As of December 31, 2008, we have federal NOLs of approximately $232,400 available to offset future taxable income of which approximately $29,600 are limited pursuant to Section 382 of the Internal Revenue Code to approximately $2,000 annually until expiration. The federal NOLs expire from 2011 through 2028.

Under the New Jersey Casino Control Act, Trump Taj Mahal, Trump Plaza and Trump Marina are required to file New Jersey corporation business tax returns. As of December 31, 2008, Trump Taj Mahal, Trump Plaza and Trump Marina had NOLs of approximately $38,500, $264,200 and $109,200, respectively, for New Jersey state income tax purposes. The New Jersey state NOLs expire from 2009 through 2015.

Potential Chapter 11 Case and Limited Partnership Abandonment Implications

If the Company’s debt is reduced or restructured as a result of the Chapter 11 Case, the Company anticipates that it would recognize “cancellation of indebtedness” income, and as a result, the Company could be required to reduce certain tax attributes such as NOLs and the tax basis of its assets. Any such reduction could result in increased future tax liabilities for the Company. Additionally, the utilization of NOLs, if any, may be limited pursuant to Section 382 of the Internal Revenue Code. Furthermore, if Mr. Trump’s purported abandonment of his limited partnership interest (as discussed in Note 1) is deemed to be effective for tax purposes, the Company could be required to further reduce certain tax attributes such as NOLs and the tax basis of its assets.

Tax Distributions

TER Holdings’ partnership agreement requires distributions to its partners sufficient in amount to cover all federal, state and local income taxes incident to their ownership of TER Holdings, including special allocations of income, gains, losses, deductions and credits. TER Holdings has recorded distributions of $1,020, $1,020 and $979 for the years ended December 31, 2008, 2007 and 2006, respectively.

(8)

Earnings Per Share

The computations of basic and diluted net (loss) income per share are as follows:


	(in thousands, except share and per share data)
	Year Ended December 31,
	2008			2007			2006
Numerator for basic and diluted earnings per share:
Loss from continuing operations	$	(185,994	)	$	(82,255	)	$	(45,858	)
(Loss) income from discontinued operations		(46,209	)		(106,426	)		27,351

Net loss	$	(232,203	)	$	(188,681	)	$	(18,507	)

Denominator:
Denominator for basic and diluted earnings per share—Weighted average shares outstanding including
Class A Warrants		31,674,980			31,086,918			30,920,616

Basic and diluted net (loss) income per share:
Continuing operations	$	(5.87	)	$	(2.65	)	$	(1.48	)
Discontinued operations		(1.46	)		(3.42	)		0.88

Net loss	$	(7.33	)	$	(6.07	)	$	(0.60	)

Potentially dilutive common shares excluded from the computation of diluted net (loss) income per share due to anti-dilution are as follows:


	December 31,
	2008	2007	2006
Potentially dilutive common shares:
Exchangeable limited partnership interest	9,377,484	9,377,484	9,377,484
Ten year warrants	1,446,706	1,446,706	1,446,706
Employee stock options	300,000	300,000