Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $38.3 million in cash and other assets as of March 31, 2016, that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:



	Pinnacle Entertainment, Inc.			100% Owned Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)		Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
Statements of Operations
For the three months ended March 31, 2016
Revenues:
Gaming	$	—		$	520.8		$	—	$	—		$	520.8
Food and beverage	—			32.0			—		—			32.0
Lodging	—			11.3			—		—			11.3
Retail, entertainment and other	—			15.9			—		—			15.9
	—			580.0			—		—			580.0
Expenses and other costs:
Gaming	—			267.1			—		—			267.1
Food and beverage	—			29.9			—		—			29.9
Lodging	—			5.6			—		—			5.6
Retail, entertainment and other	—			4.5			—		—			4.5
General and administrative	23.3			81.6			—		—			104.9
Depreciation and amortization	2.0			52.1			—		—			54.1
Pre-opening, development and other costs	5.3			—			—		—			5.3
Write-downs, reserves and recoveries, net	—			2.9			—		—			2.9
	30.6			443.7			—		—			474.3
Operating income (loss)	(30.6		)	136.3			—		—			105.7
Equity in earnings of subsidiaries	102.7			—			—		(102.7		)	—
Interest expense, net	(59.8		)	—			—		—			(59.8		)
Income (loss) from continuing operations before inter-company activity and income taxes	12.3			136.3			—		(102.7		)	45.9
Management fee and inter-company interest	33.7			(33.7		)	—		—			—
Income tax expense	(5.0		)	—			—		—			(5.0		)
Income (loss) from continuing operations	41.0			102.6			—		(102.7		)	40.9
Income from discontinued operations, net of income taxes	—			0.1			—		—			0.1
Net income (loss)	$	41.0		$	102.7		$	—	$	(102.7	)	$	41.0



	Pinnacle Entertainment, Inc.			100% Owned Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended March 31, 2015
Revenues:
Gaming	$	—		$	514.4		$	—		$	—		$	514.4
Food and beverage	—			32.0			—			—			32.0
Lodging	—			11.5			—			—			11.5
Retail, entertainment and other	—			14.9			—			—			14.9
	—			572.8			—			—			572.8
Expenses and other costs:
Gaming	—			264.9			—			—			264.9
Food and beverage	—			29.2			—			—			29.2
Lodging	—			5.8			—			—			5.8
Retail, entertainment and other	—			5.1			—			—			5.1
General and administrative	22.3			79.9			—			—			102.2
Depreciation and amortization	4.3			63.5			—			—			67.8
Pre-opening, development and other costs	1.4			0.1			—			—			1.5
Write-downs, reserves and recoveries, net	3.0			0.2			—			—			3.2
	31.0			448.7			—			—			479.7
Operating income (loss)	(31.0		)	124.1			—			—			93.1
Equity in earnings of subsidiaries	88.3			—			—			(88.3		)	—
Interest expense, net	(61.1		)	—			—			—			(61.1		)
Loss from equity method investment	—			—			(0.1		)	—			(0.1		)
Income (loss) from continuing operations before inter-company activity and income taxes	(3.8		)	124.1			(0.1		)	(88.3		)	31.9
Management fee and inter-company interest	35.9			(35.9		)	—			—			—
Income tax expense	(4.8		)	—			—			—			(4.8		)
Income (loss) from continuing operations	27.3			88.2			(0.1		)	(88.3		)	27.1
Income from discontinued operations, net of income taxes	—			0.2			—			—			0.2
Net income (loss)	$	27.3		$	88.4		$	(0.1	)	$	(88.3	)	$	27.3



	Pinnacle Entertainment, Inc.			100% Owned Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)		Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
Balance Sheets
As of March 31, 2016
Current assets, excluding discontinued operations	$	41.5		$	133.3	$	5.9	$	—		$	180.7
Property and equipment, net	25.4			2,792.7		5.2		—			2,823.3
Goodwill	—			914.6		—		—			914.6
Intangible assets, net	—			476.5		—		—			476.5
Other non-current assets	16.2			2.9		27.2		—			46.3
Investment in subsidiaries	4,676.6			—		—		(4,676.6		)	—
Assets of discontinued operations held for sale	—			9.8		—		—			9.8
Inter-company	—			782.8		—		(782.8		)	—
Total assets	$	4,759.7		$	5,112.6	$	38.3	$	(5,459.4	)	$	4,451.2
Current liabilities	$	117.5		$	185.7	$	—	$	—		$	303.2
Long-term debt less current portion	3,514.6			0.1		—		—			3,514.7
Other non-current liabilities	(52.7		)	277.2		—		—			224.5
Inter-company	781.6			—		1.2		(782.8		)	—
Total liabilities	4,361.0			463.0		1.2		(782.8		)	4,042.4
Total Pinnacle stockholders’ equity	398.7			4,649.6		27.0		(4,676.6		)	398.7
Non-controlling interest	—			—		10.1		—			10.1
Total stockholders’ equity	398.7			4,649.6		37.1		(4,676.6		)	408.8
Total liabilities and stockholders’ equity	$	4,759.7		$	5,112.6	$	38.3	$	(5,459.4	)	$	4,451.2
As of December 31, 2015
Current assets, excluding discontinued operations	$	33.5		$	190.4	$	9.8	$	(10.0	)	$	223.7
Property and equipment, net	23.9			2,826.9		5.2		—			2,856.0
Goodwill	—			914.6		—		—			914.6
Intangible assets, net	—			479.5		—		—			479.5
Other non-current assets	17.7			3.1		26.4		—			47.2
Investment in subsidiaries	4,636.6			—		—		(4,636.6		)	—
Assets of discontinued operations held for sale	0.3			9.6		—		—			9.9
Inter-company	—			703.3		—		(703.3		)	—
Total assets	$	4,712.0		$	5,127.4	$	41.4	$	(5,349.9	)	$	4,530.9
Current liabilities	$	96.5		$	239.8	$	—	$	(10.0	)	$	326.3
Long-term debt less current portion	3,616.6			0.1		—		—			3,616.7
Other non-current liabilities	(56.6		)	281.0		—		—			224.4
Inter-company	702.1			—		1.2		(703.3		)	—
Total liabilities	4,358.6			520.9		1.2		(713.3		)	4,167.4
Total Pinnacle stockholders’ equity	353.4			4,606.5		30.1		(4,636.6		)	353.4
Non-controlling interest	—			—		10.1		—			10.1
Total stockholders’ equity	353.4			4,606.5		40.2		(4,636.6		)	363.5
Total liabilities and stockholders’ equity	$	4,712.0		$	5,127.4	$	41.4	$	(5,349.9	)	$	4,530.9



	Pinnacle Entertainment, Inc.			100% Owned Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
Statements of Cash Flows
For the three months ended March 31, 2016
Cash provided by (used in) operating activities	$	(34.1	)	$	109.8		$	9.8		$	—		$	85.5
Capital expenditures	(4.4		)	(17.5		)	—			—			(21.9		)
Net proceeds from disposition of asset held for sale	0.3			—			—			—			0.3
Loans receivable	—			—			(0.7		)	—			(0.7		)
Net transfers to (from) affiliates	145.1			—			—			(145.1		)	—
Cash provided by (used in) investing activities	141.0			(17.5		)	(0.7		)	(145.1		)	(22.3		)
Proceeds from credit facility	64.0			—			—			—			64.0
Repayments under credit facility	(169.3		)	—			—			—			(169.3		)
Net transfers to (from) affiliates	—			(142.0		)	(3.1		)	145.1			—
Other	(0.6		)	—			—			—			(0.6		)
Cash provided by (used in) financing activities	(105.9		)	(142.0		)	(3.1		)	145.1			(105.9		)
Change in cash and cash equivalents	1.0			(49.7		)	6.0			—			(42.7		)
Cash and cash equivalents, beginning of period	1.5			162.5			—			—			164.0
Cash and cash equivalents, end of period	$	2.5		$	112.8		$	6.0		$	—		$	121.3

For the three months ended March 31, 2015
Cash provided by (used in) operating activities	$	115.0		$	(25.4	)	$	23.5		$	—		$	113.1
Capital expenditures	(2.1		)	(19.0		)	—			—			(21.1		)
Other	—			0.3			(0.8		)	—			(0.5		)
Cash used in investing activities	(2.1		)	(18.7		)	(0.8		)	—			(21.6		)
Proceeds from credit facility	35.0			—			—			—			35.0
Repayments under credit facility	(137.8		)	—			—			—			(137.8		)
Other	5.9			—			—			—			5.9
Cash used in financing activities	(96.9		)	—			—			—			(96.9		)
Change in cash and cash equivalents	16.0			(44.1		)	22.7			—			(5.4		)
Cash and cash equivalents, beginning of period	6.4			158.3			—			—			164.7
Cash and cash equivalents, end of period	$	22.4		$	114.2		$	22.7		$	—		$	159.3

_______________________

(a)

The following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), LLC; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, LLC; Ameristar Casino Council Bluffs, LLC; Ameristar Casino St. Charles, LLC; Ameristar Casino Kansas City, LLC; PNK Vicksburg, LLC; Cactus Pete’s, LLC; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.


(b)	Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $38.3 million in cash and other assets as of March 31, 2016, that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.