Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $62.9 million in cash and other assets as of September 30, 2014, 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.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
							(in millions)
For the three months ended September 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	503.6		$	—		$	—		$	503.6
Food and beverage	—			31.3			—			—			31.3
Lodging	—			14.5			—			—			14.5
Retail, entertainment and other	0.1			18.8			—			—			18.9
	0.1			568.2			—			—			568.3
Expenses:
Gaming	—			271.3			—			—			271.3
Food and beverage	—			29.6			—			—			29.6
Lodging	—			6.7			—			—			6.7
Retail, entertainment and other	—			9.2			—			—			9.2
General and administrative	24.1			87.2			0.1			—			111.4
Pre-opening, development and other costs	0.7			0.8			0.1			—			1.6
Depreciation and amortization	1.3			58.9			—			—			60.2
Write-downs, reserves and recoveries, net	—			1.1			—			—			1.1
	26.1			464.8			0.2			—			491.1
Operating income (loss)	(26.0		)	103.4			(0.2		)	—			77.2
Equity earnings of subsidiaries	69.7			—			—			(69.7		)	—
Interest expense, net	(62.7		)	0.2			—			—			(62.5		)
Income (loss) from continuing operations before inter-company activity and income taxes	(19.0		)	103.6			(0.2		)	(69.7		)	14.7
Management fee and inter-company interest	38.5			(38.5		)	—			—			—
Income tax expense	(7.0		)	—			—			—			(7.0		)
Income (loss) from continuing operations	12.5			65.1			(0.2		)	(69.7		)	7.7
Income from discontinued operations, net of taxes	—			4.8			—			—			4.8
Net income (loss)	$	12.5		$	69.9		$	(0.2	)	$	(69.7	)	$	12.5



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
							(in millions)
For the nine months ended September 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	1,477.0		$	—		$	—		$	1,477.0
Food and beverage	—			89.2			—			—			89.2
Lodging	—			39.1			—			—			39.1
Retail, entertainment and other	0.1			50.8			—			—			50.9
	0.1			1,656.1			—			—			1,656.2
Expenses:
Gaming	—			785.9			—			—			785.9
Food and beverage	—			82.6			—			—			82.6
Lodging	—			18.3			—			—			18.3
Retail, entertainment and other	—			20.4			—			—			20.4
General and administrative	75.4			248.2			0.2			—			323.8
Pre-opening, development and other costs	3.3			8.3			0.3			—			11.9
Depreciation and amortization	4.9			172.4			—			—			177.3
Write-downs, reserves and recoveries, net	3.0			1.3			—			—			4.3
	86.6			1,337.4			0.5			—			1,424.5
Operating income (loss)	(86.5		)	318.7			(0.5		)	—			231.7
Equity earnings of subsidiaries	210.8			—			—			(210.8		)	—
Interest expense, net	(193.9		)	2.6			—			—			(191.3		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(77.8		)	321.3			(0.5		)	(210.8		)	32.2
Management fee and inter-company interest	115.1			(115.1		)	—			—			—
Income tax expense	(8.1		)	—			—			—			(8.1		)
Income (loss) from continuing operations	29.2			206.2			(0.5		)	(210.8		)	24.1
Income (loss) from discontinued operations, net of taxes	—			5.2			(0.1		)	—			5.1
Net income (loss)	$	29.2		$	211.4		$	(0.6	)	$	(210.8	)	$	29.2



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
							(in millions)
For the three months ended September 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	371.6		$	—		$	—	$	371.6
Food and beverage	—			22.7			—			—		22.7
Lodging	—			9.7			—			—		9.7
Retail, entertainment and other	—			14.9			—			—		14.9
	—			418.9			—			—		418.9
Expenses:
Gaming	—			203.6			—			—		203.6
Food and beverage	—			19.9			—			—		19.9
Lodging	—			4.0			—			—		4.0
Retail, entertainment and other	—			7.4			—			—		7.4
General and administrative	22.3			62.1			0.1			—		84.5
Pre-opening, development and other costs	62.3			0.6			0.2			—		63.1
Depreciation and amortization	1.2			38.3			—			—		39.5
Write-downs, reserves and recoveries, net	—			10.3			1.8			—		12.1
	85.8			346.2			2.1			—		434.1
Operating income (loss)	(85.8		)	72.7			(2.1		)	—		(15.2		)
Equity earnings of subsidiaries	(86.8		)	—			—			86.8		—
Interest expense, net	(51.2		)	2.7			—			—		(48.5		)
Loss on early extinguishment of debt	(30.8		)	—			—			—		(30.8		)
Income (loss) from continuing operations before inter-company activity and income taxes	(254.6		)	75.4			(2.1		)	86.8		(94.5		)
Management fee and inter-company interest	26.8			(26.8		)	—			—		—
Income tax benefit	47.4			—			—			—		47.4
Income (loss) from continuing operations	(180.4		)	48.6			(2.1		)	86.8		(47.1		)
Loss from discontinued operations, net of taxes	—			(133.3		)	—			—		(133.3		)
Net income (loss)	$	(180.4	)	$	(84.7	)	$	(2.1	)	$	86.8	$	(180.4	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
							(in millions)
For the nine months ended September 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	847.7		$	—		$	—	$	847.7
Food and beverage	—			50.2			—			—		50.2
Lodging	—			20.5			—			—		20.5
Retail, entertainment and other	0.1			34.3			—			—		34.4
	0.1			952.7			—			—		952.8
Expenses:
Gaming	—			474.4			—			—		474.4
Food and beverage	—			43.8			—			—		43.8
Lodging	—			10.1			—			—		10.1
Retail, entertainment and other	—			16.7			—			—		16.7
General and administrative	37.6			147.8			0.4			—		185.8
Pre-opening, development and other costs	86.1			1.4			0.4			—		87.9
Depreciation and amortization	3.8			81.4			—			—		85.2
Write-downs, reserves and recoveries, net	1.1			11.6			1.6			—		14.3
	128.6			787.2			2.4			—		918.2
Operating income (loss)	(128.5		)	165.5			(2.4		)	—		34.6
Equity earnings of subsidiaries	(86.0		)	—			—			86.0		—
Interest expense, net	(109.4		)	4.0			—			—		(105.4		)
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	(354.7		)	169.5			(94.6		)	86.0		(193.8		)
Management fee and inter-company interest	32.0			(32.0		)	—			—		—
Income tax benefit	51.8			—			—			—		51.8
Income (loss) from continuing operations	(270.9		)	137.5			(94.6		)	86.0		(142.0		)
Loss from discontinued operations, net of taxes	—			(128.9		)	—			—		(128.9		)
Net income (loss)	$	(270.9	)	$	8.6		$	(94.6	)	$	86.0	$	(270.9	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)		Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
						(in millions)
As of September 30, 2014
Balance Sheet
Current assets	$	37.5		$	178.2	$	24.1	$	—		$	239.8
Property and equipment, net	38.4			3,000.3		5.6		—			3,044.3
Goodwill	—			916.0		3.3		—			919.3
Intangible assets, net	—			529.5		5.0		—			534.5
Other non-current assets	60.9			4.4		24.2		—			89.5
Investment in subsidiaries	4,389.8			—		—		(4,389.8		)	—
Assets of discontinued operations held for sale	3.5			17.2		0.7		(0.7		)	20.7
Inter-company	—			281.7		—		(281.7		)	—
Total assets	$	4,530.1		$	4,927.3	$	62.9	$	(4,672.2	)	$	4,848.1
Current liabilities	$	83.1		$	298.0	$	0.3	$	—		$	381.4
Long-term debt (excluding current portion)	3,982.2			0.1		—		—			3,982.3
Other non-current liabilities	(75.3		)	288.4		—		—			213.1
Liabilities of discontinued operations held for sale	—			0.3		—		—			0.3
Inter-company	280.5			—		1.2		(281.7		)	—
Total liabilities	4,270.5			586.8		1.5		(281.7		)	4,577.1
Total Pinnacle stockholders' equity	259.6			4,340.5		50.0		(4,390.5		)	259.6
Non-controlling interest	—			—		11.4		—			11.4
Total equity	259.6			4,340.5		61.4		(4,390.5		)	271.0
Total liabilities and stockholders' equity	$	4,530.1		$	4,927.3	$	62.9	$	(4,672.2	)	$	4,848.1
As of December 31, 2013
Balance Sheet
Current assets	$	66.8		$	185.1	$	27.7	$	—		$	279.6
Property and equipment, net	47.7			2,983.1		5.7		—			3,036.5
Goodwill	—			916.0		3.3		—			919.3
Intangible assets, net	—			495.1		5.0		—			500.1
Other non-current assets	72.6			6.6		22.1		—			101.3
Investment in subsidiaries	4,508.3			—		—		(4,508.3		)	—
Assets of discontinued operations held for sale	3.4			318.8		1.2		(0.8		)	322.6
Inter-company	—			55.7		—		(55.7		)	—
Total assets	$	4,698.8		$	4,960.4	$	65.0	$	(4,564.8	)	$	5,159.4
Current liabilities	$	114.8		$	231.4	$	0.1	$	—		$	346.3
Long-term debt (excluding current portion)	4,363.9			0.1		—		—			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	54.5			—		1.2		(55.7		)	—
Total liabilities	4,485.1			503.5		1.3		(55.7		)	4,934.2
Pinnacle stockholder's equity	213.7			4,456.9		52.2		(4,509.1		)	213.7
Non-controlling interest	—			—		11.5		—			11.5
Total equity	213.7			4,456.9		63.7		(4,509.1		)	225.2
Total liabilities and stockholders' equity	$	4,698.8		$	4,960.4	$	65.0	$	(4,564.8	)	$	5,159.4



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
							(in millions)
For the nine months ended September 30, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	111.3		$	163.1		$	(3.9	)	$	—	$	270.5
Capital expenditures	(9.8		)	(178.9		)	—			—		(188.7		)
Purchase of intangible assets	—			(25.0		)	—			—		(25.0		)
Net proceeds from sale of discontinued operations	—			258.5			—			—		258.5
Escrow refund	—			25.0			—			—		25.0
Restricted cash	5.9			—			—			—		5.9
Intercompany and other	258.2			(258.8		)	0.4			—		(0.2		)
Cash provided by (used in) investing activities	254.3			(179.2		)	0.4			—		75.5
Proceeds from credit facility	217.6			—			—			—		217.6
Repayments under credit facility	(146.3		)	—			—			—		(146.3		)
Repayments of long-term debt	(466.5		)	—			—			—		(466.5		)
Other	5.6			—			—			—		5.6
Cash used in financing activities	(389.6		)	—			—			—		(389.6		)
Change in cash and cash equivalents	(24.0		)	(16.1		)	(3.5		)	—		(43.6		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	4.6		$	126.2		$	24.2		$	—	$	155.0

For the nine months ended September 30, 2013
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(1,873.5	)	$	1,981.5		$	21.8		$	—	$	129.8
Capital expenditures	(3.7		)	(184.8		)	—			—		(188.5		)
Payments for business combinations, net	—			(1,749.7		)	—			—		(1,749.7		)
Purchases of held-to-maturity debt securities, net	4.4			—			(5.8		)	—		(1.4		)
Net proceeds from sale of discontinued operations	—			29.2			—			—		29.2
Loans receivable, net	—			—			(6.3		)	—		(6.3		)
Other	—			—			(2.4		)	—		(2.4		)
Cash provided by (used in) investing activities	0.7			(1,905.3		)	(14.5		)	—		(1,919.1		)
Proceeds from credit facility	1,651.7			—			—			—		1,651.7
Proceeds from issuance of long-term debt	850.0			—			—			—		850.0
Net repayments under credit facility	(5.1		)	—			—			—		(5.1		)
Repayments of long-term debt	(567.5		)	—			—			—		(567.5		)
Other	(33.5		)	—			—			—		(33.5		)
Cash provided by financing activities	1,895.6			—			—			—		1,895.6
Change in cash and cash equivalents	22.8			76.2			7.3			—		106.3
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	28.3		$	149.7		$	30.1		$	—	$	208.1

_______________________

(a)

As of September 30, 2014, 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), Inc.; 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, 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; and Ameristar Casino Springfield, 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 $62.9 million in cash and other assets as of September 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.