CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Notes, our 6.375% Notes and our 6.000% Notes (collectively, the "Notes") is presented below. The 6.875% Notes and 6.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

On June 25, 2018, the Company issued 6.000% Notes, which are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our current and future domestic restricted subsidiaries. With the exception of one subsidiary, the guarantors of the 6.000% Notes are the same as for our 6.375% Notes and 6.875% Notes. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries, our less than wholly owned subsidiaries and those properties acquired in 2018.

On January 10, 2019, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, Belterra Park and Valley Forge became guarantors of the 6.875% Notes, the 6.375% Notes, the 6.000% Notes and the Credit Facility.

The tables below present the condensed consolidating balance sheets as of December 31, 2018 and 2017, the condensed consolidating statements of operations for the years ended December 31, 2018, 2017 and 2016 and the condensed consolidating statements of cash flows for the years ended December 31, 2018, 2017 and 2016. These tables reflect the impact of the adoption of the Revenue Standard and Update 2016-18 (see Note 2, Summary of Significant Accounting Policies) and the segregation of the wholly owned subsidiary that is a guarantor for the 6.375% Notes and 6.875% Notes and a non-guarantor for the 6.000% Notes.

Condensed Consolidating Balance Sheets



	December 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
				Guarantor		(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	8,697		$	184,544	$	—	$	56,176		$	—	$	—		$	249,417
Restricted cash	—			12,989		—		10,796			—		—			23,785
Other current assets	15,636			77,846		191		33,067			—		(191		)	126,549
Property and equipment, net	117,642			2,332,685		—		265,737			—		—			2,716,064
Investments in subsidiaries	6,381,321			—		—		3,861			—		(6,385,182		)	—
Intercompany receivable	—			2,091,963		374,108		—			—		(2,466,071		)	—
Other assets, net	33,513			29,395		—		48,844			—		—			111,752
Intangible assets, net	—			816,369		—		650,301			—		—			1,466,670
Goodwill, net	—			887,443		—		174,659			—		—			1,062,102
Total assets	$	6,556,809		$	6,433,234	$	374,299	$	1,243,441		$	—	$	(8,851,444	)	$	5,756,339

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	86	$	—	$	200		$	—	$	—		$	24,181
Other current liabilities	160,262			202,025		—		82,904			—		329			445,520
Accumulated losses of subsidiaries in excess of investment	—			9,459		—		—			—		(9,459		)	—
Intercompany payable	1,509,857			—		—		956,457			—		(2,466,314		)	—
Long-term debt, net of current maturities and debt issuance costs	3,896,699			318		—		58,102			—		—			3,955,119
Other long-term liabilities	(179,645		)	379,356		900		(14,833		)	—		—			185,778

Total stockholders' equity (deficit)	1,145,741			5,841,990		373,399		160,611			—		(6,376,000		)	1,145,741
Total liabilities and stockholders' equity	$	6,556,809		$	6,433,234	$	374,299	$	1,243,441		$	—	$	(8,851,444	)	$	5,756,339

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Balance Sheets - continued



	December 31, 2017
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
				Guarantor		(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	347		$	199,574	$	—	$	3,183		$	—	$	—		$	203,104
Restricted cash	—			14,389		—		9,786			—		—			24,175
Other current assets	78,226			20,687		234		2,782			—		(545		)	101,384
Property and equipment, net	88,464			2,424,361		—		26,961			—		—			2,539,786
Investments in subsidiaries	4,913,592			—		—		18,097			—		(4,931,689		)	—
Intercompany receivable	—			1,560,841		373,718		—			—		(1,934,559		)	—
Other assets, net	14,725			33,369		—		38,217			—		—			86,311
Intangible assets, net	—			818,887		—		24,059			—		—			842,946
Goodwill, net	—			887,442		—		782			—		—			888,224
Total assets	$	5,095,354		$	5,959,550	$	373,952	$	123,867		$	—	$	(6,866,793	)	$	4,685,930

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	86	$	—	$	—		$	—	$	—		$	23,981
Other current liabilities	130,030			212,146		—		19,578			—		(264		)	361,490
Accumulated losses of subsidiaries in excess of investment	—			73,130		—		—			—		(73,130		)	—
Intercompany payable	888,444			—		—		1,046,114					(1,934,558		)	—
Long-term debt, net of current maturities and debt issuance costs	3,051,481			418		—		—			—		—			3,051,899
Other long-term liabilities	(95,723		)	256,584		900		(10,428		)	—		—			151,333

Total stockholders' equity (deficit)	1,097,227			5,417,186		373,052		(931,397		)	—		(4,858,841		)	1,097,227
Total liabilities and stockholders' equity	$	5,095,354		$	5,959,550	$	373,952	$	123,867		$	—	$	(6,866,793	)	$	4,685,930

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Statements of Operations



	Year Ended December 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
			Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	83,508	$	2,397,465		$	—	$	247,936		$	—	$	(102,179	)	$	2,626,730
Operating costs and expenses
Operating	—		1,212,216			—		159,163			—		—			1,371,379
Selling, general and administrative	13		335,630			—		33,681			—		(11		)	369,313
Master lease rent expense	—		—			—		20,682			—		—			20,682
Maintenance and utilities	—		116,651			—		10,376			—		—			127,027
Depreciation and amortization	19,052		189,549			—		21,378			—		—			229,979
Corporate expense	100,844		403			—		2,954			—		—			104,201
Project development, preopening and writedowns	31,514		2,733			—		11,451			—		—			45,698
Impairments of assets	993		—			—		—			—		—			993
Other operating items, net	58		2,116			—		—			—		—			2,174
Intercompany expenses	203		101,965			—		—			—		(102,168		)	—
Total operating costs and expenses	152,677		1,961,263			—		259,685			—		(102,179		)	2,271,446
Equity in earnings (losses) of subsidiaries	311,701		(1,352		)	—		—			—		(310,349		)	—
Operating income (loss)	242,532		434,850			—		(11,749		)	—		(310,349		)	355,284
Other expense (income)
Interest expense, net	174,299		1,183			—		24,985			—		—			200,467
Loss on early extinguishments and modifications of debt	61		—			—		—			—		—			61
Other, net	161		(371		)	—		(66		)	—		—			(276		)
Total other expense, net	174,521		812			—		24,919			—		—			200,252
Income (loss) from continuing operations before income taxes	68,011		434,038			—		(36,668		)	—		(310,349		)	155,032
Income taxes benefit (provision)	47,037		(94,617		)	—		7,249			—		—			(40,331		)
Income (loss) from continuing operations, net of tax	115,048		339,421			—		(29,419		)	—		(310,349		)	114,701
Income from discontinued operations, net of tax	—		—			347		—			—		—			347
Net income (loss)	$	115,048	$	339,421		$	347	$	(29,419	)	$	—	$	(310,349	)	$	115,048
Comprehensive income (loss)	$	113,853	$	338,226		$	347	$	(29,419	)	$	—	$	(309,154	)	$	113,853

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Statements of Operations - continued



	Year Ended December 31, 2017
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	73,292		$	2,377,514		$	—		$	42,670		$	—	$	(92,657	)	$	2,400,819
Operating costs and expenses
Operating	—			1,225,765			—			38,156			—		—			1,263,921
Selling, general and administrative	44			354,423			—			7,612			—		(42		)	362,037
Maintenance and utilities	—			108,092			—			1,370			—		—			109,462
Depreciation and amortization	12,041			201,401			—			4,080			—		—			217,522
Corporate expense	85,362			1,140			—			1,646			—		—			88,148
Project development, preopening and writedowns	7,806			2,758			154			3,736			—		—			14,454
Impairments of assets	600			1			—			(1,027		)	—		—			(426		)
Asset transactions costs	725			1,175			—			—			—		—			1,900
Other operating items, net	1,204			91,411			—			—			—		(92,615		)	—
Total operating costs and expenses	107,782			1,986,166			154			55,573			—		(92,657		)	2,057,018
Equity in earnings (losses) of subsidiaries	330,711			(1,374		)	—			—			—		(329,337		)	—
Operating income (loss)	296,221			389,974			(154		)	(12,903		)	—		(329,337		)	343,801
Other expense (income)
Interest expense, net	169,990			1,275			—			25			—		—			171,290
Loss on early extinguishments and modifications of debt	1,582			—			—			—			—		—			1,582
Other, net	(16		)	(98		)	—			(70		)	—		—			(184		)
Total other expense (income), net	171,556			1,177			—			(45		)	—		—			172,688
Income (loss) from continuing operations before income taxes	124,665			388,797			(154		)	(12,858		)	—		(329,337		)	171,113
Income taxes benefit (provision)	64,725			(73,426		)	—			5,586			—		—			(3,115		)
Income (loss) from continuing operations, net of tax	189,390			315,371			(154		)	(7,272		)	—		(329,337		)	167,998
Income from discontinued operations, net of tax	—			—			21,392			—			—		—			21,392
Net income (loss)	$	189,390		$	315,371		$	21,238		$	(7,272	)	$	—	$	(329,337	)	$	189,390
Comprehensive income (loss)	$	189,823		$	315,804		$	21,238		$	(7,272	)	$	—	$	(329,770	)	$	189,823

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Consolidating Statements of Operations - continued



	Year Ended December 31, 2016
									Non-			Non-
									Guarantor			Guarantor
						Subsidiary			Subsidiaries			Subsidiaries
			Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	121,939	$	2,176,788		$	—		$	43,867		$	—	$	(143,335	)	$	2,199,259
Operating costs and expenses
Operating	1,200		1,148,170			—			37,615			—		—			1,186,985
Selling, general and administrative	49,938		265,735			—			6,584			—		2			322,259
Maintenance and utilities	—		98,741			—			1,279			—		—			100,020
Depreciation and amortization	8,767		183,524			7			3,928			—		—			196,226
Corporate expense	66,703		1,621			117			4,227			—		—			72,668
Project development, preopening and writedowns	18,079		(3,933		)	641			7,320			—		—			22,107
Impairments of assets	1,440		36,862			—			—			—		—			38,302
Other operating items, net	181		103			—			—			—		—			284
Intercompany expenses	1,205		140,291			380			1,461			—		(143,337		)	—
Total operating costs and expenses	147,513		1,871,114			1,145			62,414			—		(143,335		)	1,938,851
Equity in earnings of subsidiaries	445,130		(2,039		)	—			—			—		(443,091		)	—
Operating income (loss)	419,556		303,635			(1,145		)	(18,547		)	—		(443,091		)	260,408
Other expense (income)
Interest expense, net	157,923		46,357			5,426			25			—		—			209,731
Loss on early extinguishments and modifications of debt	28,356		14,008			—			—			—		—			42,364
Other, net	1		617			—			(73		)	—		—			545
Total other expense (income), net	186,280		60,982			5,426			(48		)	—		—			252,640
Income (loss) from continuing operations before income taxes	233,276		242,653			(6,571		)	(18,499		)	—		(443,091		)	7,768
Income taxes benefit	186,955		10,935			1,917			126			—		—			199,933
Income (loss) from continuing operations, net of tax	420,231		253,588			(4,654		)	(18,373		)	—		(443,091		)	207,701
Income from discontinued operations, net of tax	—		(899		)	213,429			—			—		—			212,530
Net income (loss)	$	420,231	$	252,689		$	208,775		$	(18,373	)	$	—	$	(443,091	)	$	420,231
Comprehensive income (loss)	$	419,932	$	252,390		$	208,775		$	(18,373	)	$	—	$	(442,792	)	$	419,932

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Statements of Cash Flows



	Year Ended December 31, 2018
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(323,948	)	$	570,538		$	(92	)	$	187,785		$	—	$	244		$	434,527
Cash flows from investing activities
Capital expenditures	(95,576		)	(47,771		)	—			(18,197		)	—		—			(161,544		)
Cash paid for acquisitions, net of cash received	(934,073		)	—			—			—			—		—			(934,073		)
Net activity with affiliates	—			(531,122		)	(390		)	—			—		531,512			—
Distributions from subsidiary	7,975			—			—			—			—		(7,975		)	—
Advances pursuant to development agreement	—			—			—			—			—		—			—
Other investing activities	(13,860		)	—			—			(25,850		)	—		—			(39,710		)
Net cash from investing activities	(1,035,534		)	(578,893		)	(390		)	(44,047		)	—		523,537			(1,135,327		)
Cash flows from financing activities
Borrowings under bank credit facility	1,114,600			—			—			—			—		—			1,114,600
Payments under bank credit facility	(964,322		)	—			—			—			—		—			(964,322		)
Proceeds from issuance of senior notes	700,000			—			—			—			—		—			700,000
Debt financing costs, net	(14,215		)	—			—			—			—		—			(14,215		)
Net activity with affiliates	621,413			—			—			(89,657		)	—		(531,756		)	—
Distributions to parent	—			(7,975		)	—			—			—		7,975			—
Share-based compensation activities, net	(5,344		)	—			—			—			—		—			(5,344		)
Shares repurchased and retired	(59,570		)	—			—			—			—		—			(59,570		)
Dividends paid	(24,730		)	—			—			—			—		—			(24,730		)
Other financing activities	—			(100		)	—			(78		)	—		—			(178		)
Net cash from financing activities	1,367,832			(8,075		)	—			(89,735		)	—		(523,781		)	746,241
Cash flows from discontinued operations
Cash flows from operating activities	—			—			—			—			—		—			—
Cash flows from investing activities	—			—			482			—			—		—			482
Cash flows from financing activities	—			—			—			—			—		—			—
Net cash from discontinued operations	—			—			482			—			—		—			482
Net change in cash, cash equivalents and restricted cash	8,350			(16,430		)	—			54,003			—		—			45,923
Cash, cash equivalents and restricted cash, beginning of period	347			213,963			—			12,969			—		—			227,279
Cash, cash equivalents and restricted cash, end of period	$	8,697		$	197,533		$	—		$	66,972		$	—	$	—		$	273,202

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Statements of Cash Flows - continued



	Year Ended December 31, 2017
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(82,632	)	$	532,515		$	(12,907	)	$	(15,628	)	$	254		$	949		$	422,551
Cash flows from investing activities
Capital expenditures	(102,277		)	(87,590		)	—			(597		)	—			—			(190,464		)
Cash paid for acquisitions, net of cash received	(1,153		)	—			—			—			—			—			(1,153		)
Net activity with affiliates	—			(420,716		)	(22,826		)	—			—			443,542			—
Distributions from subsidiary	10,867			—			—			—			—			(10,867		)	—
Advances pursuant to development agreement	—			—			—			(35,108		)	—			—			(35,108		)
Other investing activities	—			706			—			—			—			—			706
Net cash from investing activities	(92,563		)	(507,600		)	(22,826		)	(35,705		)	—			432,675			(226,019		)
Cash flows from financing activities
Borrowings under bank credit facility	958,000			—			—			—			—			—			958,000
Payments under bank credit facility	(1,119,485		)	—			—			—			—			—			(1,119,485		)
Debt financing costs, net	(3,430		)	—			—			—			—			—			(3,430		)
Net activity with affiliates	389,579			—			—			55,166			(254		)	(444,491		)	—
Distributions to parent	—			(10,475		)	—			(392		)	—			10,867			—
Share-based compensation activities, net	(7,711		)	—			—			—			—			—			(7,711		)
Shares repurchased and retired	(31,927		)	—			—			—			—			—			(31,927		)
Dividends paid	(11,286		)	—			—			—			—			—			(11,286		)
Other financing activities	590			(87		)	—			—			—			—			503
Net cash from financing activities	174,330			(10,562		)	—			54,774			(254		)	(433,624		)	(215,336		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			(514		)	—			—			—			(514		)
Cash flows from investing activities	—			—			36,247			—			—			—			36,247
Cash flows from financing activities	—			—			—			—			—			—			—
Net cash from discontinued operations	—			—			35,733			—			—			—			35,733
Net change in cash, cash equivalents and restricted cash	(865		)	14,353			—			3,441			—			—			16,929
Cash, cash equivalents and restricted cash, beginning of period	1,212			199,610			—			9,528			—			—			210,350
Cash, cash equivalents and restricted cash, end of period	$	347		$	213,963		$	—		$	12,969		$	—		$	—		$	227,279

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.

Condensed Consolidating Statements of Cash Flows - continued



	Year Ended December 31, 2016
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(86,502	)	$	502,815		$	(122,012	)	$	7,234		$	—		$	(1,196	)	$	300,339
Cash flows from investing activities
Capital expenditures	(42,840		)	(116,834		)	—			(684		)	—			—			(160,358		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—			—			—			—			(592,703		)
Net activity with affiliates	—			659,549			(448,249		)	—			—			(211,300		)	—
Distributions from subsidiary	9,150			—			—			—			—			(9,150		)	—
Other investing activities	—			7,529			—			6,678			—			—			14,207
Net cash from investing activities	(626,393		)	550,244			(448,249		)	5,994			—			(220,450		)	(738,854		)
Cash flows from financing activities
Borrowings under bank credit facility	2,039,175			237,000			—			—			—			—			2,276,175
Payments under bank credit facility	(1,466,362		)	(899,750		)	—			—			—			—			(2,366,112		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			—			750,000
Debt financing costs, net	(42,220		)	—			—			—			—			—			(42,220		)
Payments on retirements of long-term debt	(350,000		)	(350,000		)	—			—			—			—			(700,000		)
Premium and consent fees paid	(15,750		)	—			—			—			—			—			(15,750		)
Net activity with affiliates	(199,398		)	—			—			(12,877		)	(221		)	212,496			—
Distributions to parent	—			(9,000		)	—			(150		)	—			9,150			—
Share-based compensation activities, net	(1,295		)	—			—			—			—			—			(1,295		)
Other financing activities	(45		)	—			—			—			—			—			(45		)
Net cash from financing activities	714,105			(1,021,750		)	—			(13,027		)	(221		)	221,646			(99,247		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			(27,796		)	—			—			—			(27,796		)
Cash flows from investing activities	—			—			598,057			—			—			—			598,057
Cash flows from financing activities	—			—			—			—			—			—			—
Net cash from discontinued operations	—			—			570,261			—			—			—			570,261
Net change in cash, cash equivalents and restricted cash	1,210			31,309			—			201			(221		)	—			32,499
Cash, cash equivalents and restricted cash, beginning of period	2			168,301			—			9,327			221			—			177,851
Cash, cash equivalents and restricted cash, end of period	$	1,212		$	199,610		$	—		$	9,528		$	—		$	—		$	210,350

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.