

							100% Owned			Consolidating		Pinnacle
	Pinnacle			100% Owned			Non-			and		Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating		Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries		Consolidated
	(in millions)
Statements of Operations
For the year ended December 31, 2013
Revenues:
Gaming	$	—		$	1,327.3		$	—		$	—	$	1,327.3
Food and beverage	—			78.9			—			—		78.9
Lodging	—			31.3			—			—		31.3
Retail, entertainment and other	0.1			50.2			—			—		50.3
	0.1			1,487.7			—			—		1,487.8
Expenses:
Gaming	—			733.5			—			—		733.5
Food and beverage	—			69.8			—			—		69.8
Lodging	—			14.8			—			—		14.8
Retail, entertainment and other	—			23.3			—			—		23.3
General and administrative and other	63.1			223.8			0.5			—		287.4
Pre-opening and development	86.2			2.1			0.7			—		89.0
Depreciation and amortization	6.5			142.0			—			—		148.5
Write downs, reserves, recoveries, net	1.1			14.5			1.6			—		17.2
	156.9			1,223.8			2.8			—		1,383.5
Operating income (loss)	(156.8		)	263.9			(2.8		)	—		104.3
Equity earnings of subsidiaries	(16.1		)	—			—			16.1		—
Interest (expense) and non-operating income, net	(177.4		)	7.7			—			—		(169.7		)
Loss on early extinguishment of debt	(30.8		)	—			—			—		(30.8		)
Loss from equity method investment	—			—			(92.2		)	—		(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(381.1		)	271.6			(95.0		)	16.1		(188.4		)
Management fee and inter-company interest	70.1			(70.1		)	—			—		—
Income tax expense	55.1			—			—			—		55.1
Income (loss) from continuing operations	(255.9		)	201.5			(95.0		)	16.1		(133.3		)
Loss from discontinued operations, net of taxes	—			(122.5		)	(0.1		)	—		(122.6		)
Net income (loss)	$	(255.9	)	$	79.0		$	(95.1	)	$	16.1	$	(255.9	)



							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
For the year ended December 31, 2012
Revenues:
Gaming	$	—		$	892.3		$	—		$	—		$	892.3
Food and beverage	—			53.5			—			—			53.5
Lodging	—			21.9			—			—			21.9
Retail, entertainment and other	0.1			34.5			0.5			—			35.1
	0.1			1,002.2			0.5			—			1,002.8
Expenses:
Gaming	—			501.4			—			—			501.4
Food and beverage	—			47.1			—			—			47.1
Lodging	—			11.6			—			—			11.6
Retail, entertainment and other	—			19.1			0.7			—			19.8
General and administrative and other	26.7			153.9			0.6			—			181.2
Pre-opening and development costs	3.2			16.7			1.6			—			21.5
Depreciation and amortization	3.3			79.2			0.2			—			82.7
Write downs, reserves, recoveries and impairments	0.3			(1.2		)	1.7			—			0.8
	33.5			827.8			4.8			—			866.1
Operating income (loss)	(33.4		)	174.4			(4.3		)	—			136.7
Equity earnings of subsidiaries	111.3			(0.1		)	—			(111.2		)	—
Loss on early extinguishment of debt	(20.7		)	—			—			—			(20.7		)
Loss from equity method investment	—			—			(30.8		)	—			(30.8		)
Interest (expense) and non-operating income, net	(114.4		)	12.0			8.7			—			(93.7		)
Income (loss) from continuing operations before inter-company activity and income taxes	(57.2		)	186.3			(26.4		)	(111.2		)	(8.5		)
Management fee and inter-company interest	30.1			(20.2		)	(8.4		)	(1.5		)	—
Income tax benefit	(4.7		)	—			—			—			(4.7		)
Income (loss) from continuing operations	(31.8		)	166.1			(34.8		)	(112.7		)	(13.2		)
Income (loss) from discontinued operations, net of taxes	—			(20.0		)	(0.1		)	1.5			(18.6		)
Net income (loss)	$	(31.8	)	$	146.1		$	(34.9	)	$	(111.2	)	$	(31.8	)



							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
For the year ended December 31, 2011
Revenues:
Gaming	$	—		$	840.7		$	—		$	—		$	840.7
Food and beverage	—			48.5			—			—			48.5
Lodging	—			20.9			—			—			20.9
Retail, entertainment and other	0.1			30.7			—			—			30.8
	0.1			940.8			—			—			940.9
Expenses:
Gaming	—			480.5			—			—			480.5
Food and beverage	—			42.6			—			—			42.6
Lodging	—			10.0			—			—			10.0
Retail, entertainment and other	—			18.7			—			—			18.7
General and administrative and other	33.3			146.4			—			—			179.7
Pre-opening and development costs	4.1			4.7			—			—			8.8
Depreciation and amortization	3.4			66.8			—			—			70.2
Write downs, reserves, recoveries and impairments	0.7			2.4			—			—			3.1
	41.5			772.1			—			—			813.6
Operating income (loss)	(41.4		)	168.7			—			—			127.3
Equity earnings of subsidiaries	127.8			—			—			(127.8		)	—
Loss on early extinguishment of debt	(0.2		)	—			—			—			(0.2		)
Loss from equity method investment	—			—			(0.6		)	—			(0.6		)
Interest (expense) and non-operating income, net	(105.7		)	7.0			3.4			—			(95.3		)
Income (loss) from continuing operations before inter-company activity and income taxes	(19.5		)	175.7			2.8			(127.8		)	31.2
Management fee and inter-company interest	19.3			(14.6		)	(3.4		)	(1.3		)	—
Income tax benefit	(2.3		)	—			—			—			(2.3		)
Income (loss) from continuing operations	(2.5		)	161.1			(0.6		)	(129.1		)	28.9
Income (loss) from discontinued operations, net of taxes	—			(32.9		)	0.2			1.3			(31.4		)
Net income (loss)	$	(2.5	)	$	128.2		$	(0.4	)	$	(127.8	)	$	(2.5	)



							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
Balance Sheets
As of December 31, 2013
Current assets, excluding discontinued operations	$	66.8		$	185.1		$	27.7		$	—		$	279.6
Property and equipment, net	51.1			2,983.1			5.7			—			3,039.9
Other non-current assets	578.4			911.9			28.4			—			1,518.7
Investment in subsidiaries	4,364.9			—			—			(4,364.9		)	—
Equity method investment	—			—			2.0			—			2.0
Assets of discontinued operations held for sale	—			318.8			1.2			(0.8		)	319.2
Inter-company	1.2			—			—			(1.2		)	—
Total assets	$	5,062.4		$	4,398.9		$	65.0		$	(4,366.9	)	$	5,159.4
Current liabilities	$	147.3		$	198.9		$	0.1		$	—		$	346.3
Notes payable, long term	5,149.0			(785.0		)	—			—			4,364.0
Other non-current liabilities	(48.1		)	245.9			—			—			197.8
Liabilities of discontinued operations held for sale	—			26.1			—			—			26.1
Inter-company	—			—			1.2			(1.2		)	—
Total liabilities	5,248.2			(314.1		)	1.3			(1.2		)	4,934.2
Additional paid-in capital	1,081.4			3,777.9			325.7			(4,109.0		)	1,076.0
Retained deficit	(701.7		)	433.3			(273.5		)	(256.3		)	(798.2		)
Common stock, treasury stock and other	(565.5		)	501.8			—			(0.4		)	(64.1		)
Total Pinnacle stockholders' equity	(185.8		)	4,713.0			52.2			(4,365.7		)	213.7
Non-controlling interest	—			—			11.5			—			11.5
Total equity	(185.8		)	4,713.0			63.7			(4,365.7		)	225.2
Total liabilities and stockholders' equity	$	5,062.4		$	4,398.9		$	65.0		$	(4,366.9	)	$	5,159.4

As of December 31, 2012
Current assets, excluding discontinued operations	$	17.4		$	95.2		$	23.0		$	—		$	135.6
Property and equipment, net	21.7			1,263.1			1.1			—			1,285.9
Other non-current assets	47.4			74.5			14.4			—			136.3
Investment in subsidiaries	1,861.4			—			—			(1,861.4		)	—
Equity method investment	—			—			91.4			—			91.4
Assets of discontinued operations held for sale	—			459.4			1.1			(0.7		)	459.8
Inter-company	1.2			—			—			(1.2		)	—
Total assets	$	1,949.1		$	1,892.2		$	131.0		$	(1,863.3	)	$	2,109.0
Current liabilities, excluding discontinued operations	$	50.9		$	126.6		$	0.6		$	—		$	178.1
Notes payable, long term	1,437.3			—			—			—			1,437.3
Other non-current liabilities	13.8			11.0			0.3			—			25.1
Liabilities of discontinued operations held for sale	—			21.4			—			—			21.4
Inter-company	—			—			1.2			(1.2		)	—
Total liabilities	1,502.0			159.0			2.1			(1.2		)	1,661.9
Additional paid-in capital	1,053.9			1,328.1			303.4			(1,631.5		)	$	1,053.9
Retained deficit	(542.2		)	404.5			(174.5		)	(230.1		)	(542.3		)
Common stock, treasury stock and other	(64.6		)	0.6			—			(0.5		)	(64.5		)
Total equity	$	447.1		$	1,733.2		$	128.9		$	(1,862.1	)	$	447.1
	$	1,949.1		$	1,892.2		$	131.0		$	(1,863.3	)	$	2,109.0



							100% Owned			Consolidating		Pinnacle
	Pinnacle			100% Owned			Non-			and		Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating		Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries		Consolidated
	(in millions)
Statements of Cash Flows
For the year ended December 31, 2013
Cash provided by (used in) operating activities	$	(1,754.5	)	$	1,895.5		$	20.1		$	—	$	161.1
Capital expenditures	(5.8		)	(286.8		)	—			—		(292.6		)
Purchases of held-to-maturity debt securities	4.4			—			(5.9		)	—		(1.5		)
Payments for business combinations, net	—			(1,749.7		)	—			—		(1,749.7		)
Net proceeds from sales of discontinued operations	—			205.7			—			—		205.7
Loans receivable, net	—			—			(6.9		)	—		(6.9		)
Other	0.5			4.1			(2.4		)	—		2.2
Cash used in investing activities	(0.9		)	(1,826.7		)	(15.2		)	—		(1,842.8		)
Proceeds from Credit Facility	2,168.8			—			—			—		2,168.8
Proceeds from issuance of long-term debt	850.0			—			—			—		850.0
Repayment of long-term debt	(1,205.4		)	—			—			—		(1,205.4		)
Other	(34.9		)	—			—			—		(34.9		)
Cash provided by financing activities	1,778.5			—			—			—		1,778.5
Increase (decrease) in cash and cash equivalents	23.1			68.8			4.9			—		96.8
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	28.6		$	142.3		$	27.7		$	—	$	198.6

For the year ended December 31, 2012
Cash provided by (used in) operating activities	$	(140.0	)	$	277.7		$	49.2		$	—	$	186.9
Capital expenditures	(4.1		)	(294.8		)	(0.5		)	—		(299.4		)
Purchases of held-to-maturity debt securities, net	(4.5		)	—			(15.6		)	—		(20.1		)
Refund for escrow deposit	—			25.0			—			—		25.0
Net proceeds from sale of discontinued operations	—			10.8			—			—		10.8
Equity method investment	—			(0.3		)	(24.1		)	—		(24.4		)
Loans receivable, net	—			—			(6.0		)	—		(6.0		)
Other	0.1			7.1			4.8			—		12.0
Cash used in investing activities	(8.5		)	(252.2		)	(41.4		)	—		(302.1		)
Net repayments under Credit Facility	(56.0		)	—			—			—		(56.0		)
Proceeds from issuance of long-term debt	646.8			—			—			—		646.8
Repayments of long-term debt	(392.2		)	—			—			—		(392.2		)
Debt issuance and other financing costs	(12.4		)	—			—			—		(12.4		)
Purchase of treasury stocks	(51.0		)	—			—			—		(51.0		)
Other	1.5			—			—			—		1.5
Cash provided by financing activities	136.7			—			—			—		136.7
Increase (decrease) in cash and cash equivalents	(11.8		)	25.5			7.8			—		21.5
Cash and cash equivalents, beginning of period	17.3			48.0			15.0			—		80.3
Cash and cash equivalents, end of period	$	5.5		$	73.5		$	22.8		$	—	$	101.8



							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
For the year ended December 31, 2011
Cash provided by (used in) operating activities	$	(95.0	)	$	190.4		$	(0.1	)	$	36.5		$	131.8
Capital expenditures	(11.1		)	(142.2		)	(0.2		)	—			(153.5		)
Equity method investments, inclusive of capitalized interest	—			—			(98.3		)	—			(98.3		)
Payment of business combinations	—			(45.2		)	—			—			(45.2		)
Other	—			3.4			0.3			—			3.7
Cash used in investing activities	(11.1		)	(184.0		)	(98.2		)	—			(293.3		)
Repayment under credit facility	56.0			—			—			—			56.0
Repayment of long-term debt	(10.0		)	—			—			—			(10.0		)
Debt issuance costs	(3.1		)	—			—			—			(3.1		)
Other	3.5			—			36.5			(36.5		)	3.5
Cash provided by (used in) financing activities	46.4			—			36.5			(36.5		)	46.4
Effect of exchange rate changes on cash	—			—			—			—			—
Increase (decrease) in cash and cash equivalents	(59.7		)	6.4			(61.8		)	—			(115.1		)
Cash and cash equivalents, beginning of period	77.0			41.6			76.8			—			195.4
Cash and cash equivalents, end of period	$	17.3		$	48.0		$	15.0		$	—		$	80.3


(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; Casino One Corporation; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (ES), LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; PNK (STLH), LLC; PNK (ST. LOUIS RE), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; Ameristar Casino Springfield, LLC; and Ameristar Lake Charles Holdings, 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 $65.0 million in cash and other assets as of December 31, 2013 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.