Note 17—Consolidating Financial Information of Guarantors and Issuers

CEOC is the issuer of certain registered debt securities, a portion of which is guaranteed by Caesars Entertainment (“Parent-Only Guaranteed Debt”) and a portion of which is guaranteed by both Caesars Entertainment and certain wholly-owned subsidiaries of CEOC (“Parent and Subsidiary Guaranteed Debt”). The table below presents the condensed consolidating financial information relevant to these two guarantee structures as of September 30, 2012, and December 31, 2011, and for the quarters and nine months ended September 30, 2012 and 2011. The CEC (parent guarantor), subsidiary issuer, and subsidiary non-guarantors of parent-only guaranteed debt columns represent the information related to the Parent-Only Guaranteed Debt structure. The CEC (parent guarantor), subsidiary issuer, subsidiary guarantors of parent and subsidiary guaranteed debt, and subsidiary non-guarantors of parent and subsidiary guaranteed debt columns represent the information related to the Parent and Subsidiary Guaranteed Debt structure.

In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC’s Regulation S-X. Management does not believe that separate financial statements of the guarantor subsidiaries are material to our investors; therefore, separate financial statements and other disclosures concerning the guarantor subsidiaries are not presented.

CAESARS ENTERTAINMENT CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2012

(In millions)


	CEC (Parent Guarantor)		Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)		Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)		Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)		Consolidating/ Eliminating Adjustments			Total
*Assets*
Cash and cash equivalents	$	19.3	$	430.0		$	289.8	$	450.3	$	740.1	$	—		$	1,189.4
Restricted cash		—		—			—		799.4		799.4		—			799.4
Assets held for sale		—		—			9.7		—		9.7		—			9.7
Other current assets		29.8		339.7			680.0		399.5		1,079.5		(567.7	)		881.3
Property and equipment, net		—		192.8			9,084.2		7,311.6		16,395.8		—			16,588.6
Goodwill		—		—			1,279.2		1,821.6		3,100.8		—			3,100.8
Intangible assets other than goodwill		—		4.4			3,259.4		778.9		4,038.3		—			4,042.7
Investments in subsidiaries		—		12,440.2			759.7		899.7		1,659.4		(14,099.6	)		—
Restricted cash		—		—			—		269.3		269.3		—			269.3
Intercompany receivables		660.1		1,088.3			585.9		153.6		739.5		(2,487.9	)		—
Assets held for sale		—		—			592.3		—		592.3		—			592.3
Other long-term assets		0.6		317.4			178.2		373.2		551.4		—			869.4

	$	709.8	$	14,812.8		$	16,718.4	$	13,257.1	$	29,975.5	$	(17,155.2	)	$	28,342.9

*Liabilities and Stockholders’ Equity/(Deficit)*
Interest payable	$	—	$	326.3		$	1.7	$	20.7	$	22.4	$	—		$	348.7
Current portion of long-term debt		—		11.9			21.9		763.5		785.4		—			797.3
Liabilities held for sale		—		—			8.2		—		8.2		—			8.2
Other current liabilities		33.9		398.6			816.9		789.4		1,606.3		(567.7	)		1,471.1
Long-term debt		—		14,733.7			52.5		6,074.8		6,127.3		(899.8	)		19,961.2
Accumulated losses of subsidiaries in excess of investment		587.5		—			—		—		—		(587.5	)		—
Deferred credits and other		—		611.5			161.0		119.6		280.6		—			892.1
Deferred income taxes		—		376.6			2,427.3		1,945.7		4,373.0		—			4,749.6
Intercompany payables		55.0		714.4			871.7		846.8		1,718.5		(2,487.9	)		—

		676.4		17,173.0			4,361.2		10,560.5		14,921.7		(4,542.9	)		28,228.2

Total Caesars stockholders’ equity/(deficit)		33.4		(2,360.2	)		12,357.2		2,615.3		14,972.5		(12,612.3	)		33.4
Non-controlling interests		—		—			—		81.3		81.3		—			81.3

Total equity/(deficit)		33.4		(2,360.2	)		12,357.2		2,696.6		15,053.8		(12,612.3	)		114.7

	$	709.8	$	14,812.8		$	16,718.4	$	13,257.1	$	29,975.5	$	(17,155.2	)	$	28,342.9

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2011

(In millions)


	CEC (Parent Guarantor)		Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)		Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)		Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)		Consolidating/ Eliminating Adjustments			Total
*Assets*
Cash and cash equivalents	$	3.9	$	16.6		$	372.5	$	501.6	$	874.1	$	—		$	894.6
Assets held for sale		—		—			11.6		—		11.6		—			11.6
Other current assets		15.7		322.4			672.1		418.5		1,090.6		(497.7	)		931.0
Property and equipment, net		—		205.6			9,499.8		7,364.5		16,864.3		—			17,069.9
Goodwill		—		—			1,526.2		1,834.2		3,360.4		—			3,360.4
Intangible assets other than goodwill		—		4.9			3,524.2		834.1		4,358.3		—			4,363.2
Investments in subsidiaries		535.8		13,568.0			886.8		882.9		1,769.7		(15,873.5	)		—
Restricted cash		—		—			—		451.1		451.1		—			451.1
Intercompany receivables		469.0		1,102.8			586.0		98.7		684.7		(2,256.5	)		—
Assets held for sale		—		—			593.4		—		593.4		—			593.4
Other long-term assets		5.0		324.9			187.1		323.4		510.5		—			840.4

	$	1,029.4	$	15,545.2		$	17,859.7	$	12,709.0	$	30,568.7	$	(18,627.7	)	$	28,515.6

*Liabilities and Stockholders’ Equity/(Deficit)*
Interest payable	$	—	$	174.0		$	0.8	$	16.6	$	17.4	$	—		$	191.4
Current portion of long-term debt		—		20.2			7.0		13.2		20.2		—			40.4
Liabilities held for sale		—		—			10.1		—		10.1		—			10.1
Other current liabilities		22.7		303.5			830.4		702.0		1,532.4		(497.7	)		1,360.9
Long-term debt		—		14,446.3			69.8		6,100.7		6,170.5		(857.3	)		19,759.5
Deferred credits and other		—		612.5			166.0		123.3		289.3		—			901.8
Deferred income taxes		—		647.7			2,558.8		1,991.6		4,550.4		—			5,198.1
Intercompany payables		—		420.2			871.7		964.6		1,836.3		(2,256.5	)		—

		22.7		16,624.4			4,514.6		9,912.0		14,426.6		(3,611.5	)		27,462.2

Total Caesars stockholders’ equity/(deficit)		1,006.7		(1,079.2	)		13,345.1		2,750.3		16,095.4		(15,016.2	)		1,006.7
Non-controlling interests		—		—			—		46.7		46.7		—			46.7

Total equity/(deficit)		1,006.7		(1,079.2	)		13,345.1		2,797.0		16,142.1		(15,016.2	)		1,053.4

	$	1,029.4	$	15,545.2		$	17,859.7	$	12,709.0	$	30,568.7	$	(18,627.7	)	$	28,515.6

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

FOR THE QUARTER ENDED SEPTEMBER 30, 2012

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Net revenues	$	—		$	29.4		$	1,275.0		$	939.5		$	2,214.5		$	(45.5	)	$	2,198.4

Direct operating expenses		—			12.1			681.2			454.3			1,135.5			—			1,147.6
Property, general, administrative, and other		—			—			297.8			283.1			580.9			(37.7	)		543.2
Depreciation and amortization		—			1.7			112.4			67.9			180.3			—			182.0
Intangible and tangible asset impairment charges		—			—			416.0			3.0			419.0			—			419.0
Loss/(income) on interests in subsidiaries		503.9			224.0			(4.1	)		—			(4.1	)		(723.8	)		—
Corporate expense		6.4			34.9			8.1			10.2			18.3			(7.8	)		51.8
Other operating expenses		—			1.3			58.6			15.5			74.1			—			75.4

Total operating expenses		510.3			274.0			1,570.0			834.0			2,404.0			(769.3	)		2,419.0

(Loss)/income from operations		(510.3	)		(244.6	)		(295.0	)		105.5			(189.5	)		723.8			(220.6	)
Interest expense, net of interest capitalized		(0.4	)		(482.0	)		(7.2	)		(76.8	)		(84.0	)		50.7			(515.7	)
Other income, including interest income		4.3			10.7			5.3			35.0			40.3			(50.7	)		4.6

(Loss)/income from continuing operations before income taxes		(506.4	)		(715.9	)		(296.9	)		63.7			(233.2	)		723.8			(731.7	)
Benefit/(provision) for income taxes		0.9			171.0			57.5			(4.9	)		52.6			1.0			225.5

Net (loss)/income from continuing operations, net of taxes		(505.5	)		(544.9	)		(239.4	)		58.8			(180.6	)		724.8			(506.2	)
Discontinued operations
Income from discontinued operations		—			—			4.6			—			4.6			—			4.6
Provision for income taxes		—			—			(0.8	)		—			(0.8	)		(1.0	)		(1.8	)

Income from discontinued operations, net of income taxes		—			—			3.8			—			3.8			(1.0	)		2.8

Net (loss)/income		(505.5	)		(544.9	)		(235.6	)		58.8			(176.8	)		723.8			(503.4	)
Less: net loss attributable to non-controlling interests		—			—			—			(2.1	)		(2.1	)		—			(2.1	)

Net (loss)/income attributable to Caesars		(505.5	)		(544.9	)		(235.6	)		56.7			(178.9	)		723.8			(505.5	)
Other comprehensive income/(loss):
Total other comprehensive income/(loss), net of income taxes		—			6.8			—			(8.3	)		(8.3	)		—			(1.5	)

Less: foreign currency translation adjustments attributable to non-controlling interests		—			—			—			0.2			0.2			—			0.2

Comprehensive (loss)/income attributable to Caesars	$	(505.5	)	$	(538.1	)	$	(235.6	)	$	48.6		$	(187.0	)	$	723.8		$	(506.8	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

FOR THE QUARTER ENDED SEPTEMBER 30, 2011

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Net revenues	$	—		$	29.0		$	1,316.2		$	893.7		$	2,209.9		$	(49.2	)	$	2,189.7

Direct operating expenses		—			13.4			700.0			457.7			1,157.7			—			1,171.1
Property, general, administrative, and other		—			12.6			327.3			239.3			566.6			(34.9	)		544.3
Depreciation and amortization		—			1.7			106.0			69.1			175.1			—			176.8
Intangible and tangible asset impairment charges		—			—			—			27.1			27.1			—			27.1
Write-downs, reserves, and project opening costs, net of recoveries		—			10.6			4.3			(2.4	)		1.9			—			12.5
Loss/(income) on interests in subsidiaries		161.7			(87.4	)		(11.5	)		—			(11.5	)		(62.8	)		—
Corporate expense		7.0			20.0			7.2			16.6			23.8			(14.3	)		36.5
Other operating expenses		(0.2	)		0.3			24.4			17.1			41.5			—			41.6

Total operating expenses		168.5			(28.8	)		1,157.7			824.5			1,982.2			(112.0	)		2,009.9

(Loss)/income from operations		(168.5	)		57.8			158.5			69.2			227.7			62.8			179.8
Interest expense, net of interest capitalized		—			(413.5	)		(7.3	)		(74.1	)		(81.4	)		44.6			(450.3	)
Other income, including interest income		3.3			14.3			3.8			31.4			35.2			(44.6	)		8.2

(Loss)/income from continuing operations before income taxes		(165.2	)		(341.4	)		155.0			26.5			181.5			62.8			(262.3	)
Benefit/(provision) for income taxes		1.2			148.2			(58.7	)		(16.9	)		(75.6	)		3.9			77.7

Net (loss)/income from continuing operations, net of taxes		(164.0	)		(193.2	)		96.3			9.6			105.9			66.7			(184.6	)
Discontinued operations
Income from discontinued operations		—			—			18.4			—			18.4			—			18.4
Provision for income taxes		—			—			(3.3	)		—			(3.3	)		(3.9	)		(7.2	)

Income from discontinued operations, net of income taxes		—			—			15.1			—			15.1			(3.9	)		11.2

Net (loss)/income		(164.0	)		(193.2	)		111.4			9.6			121.0			62.8			(173.4	)
Less: net income attributable to non-controlling interests		—			—			—			9.4			9.4			—			9.4

Net (loss)/income attributable to Caesars		(164.0	)		(193.2	)		111.4			19.0			130.4			62.8			(164.0	)
Other comprehensive loss:
Total other comprehensive loss, net of income taxes		—			(27.6	)		—			(3.0	)		(3.0	)		—			(30.6	)

Less: foreign currency translation adjustments attributable to non-controlling interests		—			—			—			(0.2	)		(0.2	)		—			(0.2	)

Comprehensive (loss)/income attributable to Caesars	$	(164.0	)	$	(220.8	)	$	111.4		$	15.8		$	127.2		$	62.8		$	(194.8	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Net revenues	$	—		$	83.0		$	3,832.8		$	2,800.6		$	6,633.4		$	(143.9	)	$	6,572.5

Direct operating expenses		—			33.9			2,053.2			1,373.5			3,426.7			—			3,460.6
Property, general, administrative, and other		—			12.2			872.6			812.1			1,684.7			(119.0	)		1,577.9
Depreciation and amortization		—			5.1			330.8			210.7			541.5			—			546.6
Intangible and tangible asset impairment charges		—			—			616.5			104.0			720.5			—			720.5
Loss/(income) on interests in subsidiaries		1,024.2			219.0			0.8			—			0.8			(1,244.0	)		—
Corporate expense		18.5			98.4			21.9			31.3			53.2			(24.9	)		145.2
Other operating expenses		—			6.9			124.8			72.3			197.1			—			204.0

Total operating expenses		1,042.7			375.5			4,020.6			2,603.9			6,624.5			(1,387.9	)		6,654.8

(Loss)/income from operations		(1,042.7	)		(292.5	)		(187.8	)		196.7			8.9			1,244.0			(82.3	)
Interest expense, net of interest capitalized		(0.4	)		(1,452.9	)		(21.8	)		(248.7	)		(270.5	)		149.5			(1,574.3	)
Gains on early extinguishments of debt		—			—			—			79.5			79.5			—			79.5
Other income, including interest income		13.3			40.0			16.1			99.5			115.6			(149.5	)		19.4

(Loss)/income from continuing operations before income taxes		(1,029.8	)		(1,705.4	)		(193.5	)		127.0			(66.5	)		1,244.0			(1,557.7	)
Benefit/(provision) for income taxes		2.0			525.1			18.2			(52.1	)		(33.9	)		9.7			502.9

Net (loss)/income from continuing operations, net of taxes		(1,027.8	)		(1,180.3	)		(175.3	)		74.9			(100.4	)		1,253.7			(1,054.8	)
Discontinued operations
Income from discontinued operations		—			—			46.5			—			46.5			—			46.5
Provision for income taxes		—			—			(8.3	)		—			(8.3	)		(9.7	)		(18.0	)

Income from discontinued operations, net of income taxes		—			—			38.2			—			38.2			(9.7	)		28.5

Net (loss)/income		(1,027.8	)		(1,180.3	)		(137.1	)		74.9			(62.2	)		1,244.0			(1,026.3	)
Less: net loss attributable to non-controlling interests		—			—			—			(1.5	)		(1.5	)		—			(1.5	)

Net (loss)/income attributable to Caesars		(1,027.8	)		(1,180.3	)		(137.1	)		73.4			(63.7	)		1,244.0			(1,027.8	)
Other comprehensive (loss)/income:
Total other comprehensive (loss)/income, net of income taxes		—			(19.0	)		—			29.7			29.7			—			10.7

Less: foreign currency translation adjustments attributable to non-controlling interests		—			—			—			(1.3	)		(1.3	)		—			(1.3	)

Comprehensive (loss)/income attributable to Caesars	$	(1,027.8	)	$	(1,199.3	)	$	(137.1	)	$	101.8		$	(35.3	)	$	1,244.0		$	(1,018.4	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Net revenues	$	—		$	92.3		$	3,884.4		$	2,649.6		$	6,534.0		$	(158.8	)	$	6,467.5

Direct operating expenses		—			38.4			2,058.1			1,346.8			3,404.9			—			3,443.3
Property, general, administrative, and other		—			40.0			939.5			696.5			1,636.0			(104.1	)		1,571.9
Depreciation and amortization		—			5.1			320.1			193.4			513.5			—			518.6
Intangible and tangible asset impairment charges		—			—			—			27.1			27.1			—			27.1
Write-downs, reserves, and project opening costs, net of recoveries		—			38.7			16.6			4.7			21.3			—			60.0
Loss/(income) on interests in subsidiaries		462.3			(316.1	)		(37.7	)		—			(37.7	)		(108.5	)		—
Corporate expense		17.2			75.2			15.5			61.9			77.4			(54.7	)		115.1
Other operating expenses		—			1.0			72.7			51.8			124.5			—			125.5

Total operating expenses		479.5			(117.7	)		3,384.8			2,382.2			5,767.0			(267.3	)		5,861.5

(Loss)/income from operations		(479.5	)		210.0			499.6			267.4			767.0			108.5			606.0
Interest expense, net of interest capitalized		—			(1,328.9	)		(25.5	)		(241.0	)		(266.5	)		147.1			(1,448.3	)
Gains on early extinguishments of debt		—			—			—			47.9			47.9			—			47.9
Other income, including interest income		10.0			37.9			13.2			102.7			115.9			(147.1	)		16.7

(Loss)/income from continuing operations before income taxes		(469.5	)		(1,081.0	)		487.3			177.0			664.3			108.5			(777.7	)
Benefit/(provision) for income taxes		2.5			496.1			(183.8	)		(56.0	)		(239.8	)		12.4			271.2

Net (loss)/income from continuing operations, net of taxes		(467.0	)		(584.9	)		303.5			121.0			424.5			120.9			(506.5	)
Discontinued operations
Income from discontinued operations		—			—			57.9			—			57.9			—			57.9
Provision for income taxes		—			—			(10.3	)		—			(10.3	)		(12.4	)		(22.7	)

Income from discontinued operations, net of income taxes		—			—			47.6			—			47.6			(12.4	)		35.2

Net (loss)/income		(467.0	)		(584.9	)		351.1			121.0			472.1			108.5			(471.3	)
Less: net income attributable to non-controlling interests		—			—			—			4.3			4.3			—			4.3

Net (loss)/income attributable to Caesars		(467.0	)		(584.9	)		351.1			125.3			476.4			108.5			(467.0	)
Other comprehensive loss:
Total other comprehensive loss, net of income taxes		—			(3.6	)		—			(23.4	)		(23.4	)		—			(27.0	)
Less: foreign currency translation adjustments attributable to non-controlling interests		—			—			—			(3.6	)		(3.6	)		—			(3.6	)

Comprehensive (loss)/income attributable to Caesars	$	(467.0	)	$	(588.5	)	$	351.1		$	98.3		$	449.4		$	108.5		$	(497.6	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Cash flows provided by/(used in) operating activities	$	262.5		$	53.8		$	(82.7	)	$	15.0		$	(67.7	)	$	9.7		$	258.3

Cash flows from investing activities
Acquisitions of property and equipment, net of change in construction payables		—			(0.7	)		(104.6	)		(198.7	)		(303.3	)		—			(304.0	)
Change in restricted cash		—			—			—			(551.0	)		(551.0	)		—			(551.0	)
Payments to acquire business, net of transactions costs and cash acquired		—			—			—			7.7			7.7			—			7.7
Return of investment in subsidiary		—			—			92.5			—			92.5			(92.5	)		—
Investments in/advances to non-consolidated affiliates and other		—			—			—			(22.8	)		(22.8	)		—			(22.8	)
Purchase of additional interests in subsidiaries		(127.7	)		(22.8	)		—			—			—			150.5			—
Cash received in conjunction with the sale of a subsidiary, net of cash contributed		—			—			—			42.4			42.4			—			42.4
Payments to acquire investments		—			—			—			(36.0	)		(36.0	)		—			(36.0	)
Proceeds from the sale and maturity of investments		—			—			—			27.0			27.0			—			27.0
Other		(0.6	)		—			(8.0	)		2.3			(5.7	)		—			(6.3	)

Cash flows (used in)/provided by investing activities		(128.3	)		(23.5	)		(20.1	)		(729.1	)		(749.2	)		58.0			(843.0	)

Cash flows from financing activities
Proceeds from issuance of long-term debt		—			110.9			—			2,358.5			2,358.5			—			2,469.4
Assumption of debt issued by non-guarantors		—			1,250.0			—			(1,250.0	)		(1,250.0	)		—			—
Debt issuance costs and fees		—			(24.7	)		—			(7.2	)		(7.2	)		—			(31.9	)
Borrowings under lending agreements		—			453.0			—			—			—			—			453.0
Repayments under lending agreements		—			(608.0	)		—			—			—			—			(608.0	)
Cash paid for early extinguishments of debt		—			(1,095.6	)		—			(355.0	)		(355.0	)		—			(1,450.6	)
Scheduled debt retirements		—			(11.3	)		(1.4	)		—			(1.4	)		—			(12.7	)
Purchase of additional interests in subsidiary		—			—			(9.6	)		—			(9.6	)		—			(9.6	)
Proceeds from sale of additional interest in a subsidiary		—			—			—			32.2			32.2			—			32.2
Issuance of common stock in public offering, net of fees		17.4			—			—			—			—			—			17.4
Other		—			—			(8.2	)		(1.0	)		(9.2	)		—			(9.2	)
Transfers (to)/from affiliates		(136.2	)		308.8			0.1			(114.7	)		(114.6	)		(58.0	)		—

Cash flows (used in)/provided by financing activities		(118.8	)		383.1			(19.1	)		662.8			643.7			(58.0	)		850.0

Cash flows from discontinued operations
Cash flows from operating activities		—			—			39.9			—			39.9			(9.7	)		30.2
Cash flows from investing activities		—			—			(2.3	)		—			(2.3	)		—			(2.3	)


Net cash provided by discontinued operations		—			—			37.6			—			37.6			(9.7	)		27.9

Net increase/(decrease) in cash and cash equivalents		15.4			413.4			(84.3	)		(51.3	)		(135.6	)		—			293.2
Change in cash classified as assets held for sale		—			—			1.6			—			1.6			—			1.6
Cash and cash equivalents, beginning of period		3.9			16.6			372.5			501.6			874.1			—			894.6

Cash and cash equivalents, end of period	$	19.3		$	430.0		$	289.8		$	450.3		$	740.1		$	—		$	1,189.4

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(In millions)


	CEC (Parent Guarantor)			Subsidiary Issuer			Subsidiary Guarantors of Parent and Subsidiary Guaranteed Debt (a)			Subsidiary Non-Guarantors of Parent and Subsidiary Guaranteed Debt (b)			Subsidiary Non-Guarantors of Parent-Only Guaranteed Debt (a) + (b)			Consolidating/ Eliminating Adjustments			Total
Cash flows provided by/(used in) operating activities	$	169.4		$	(62.6	)	$	(43.9	)	$	205.3		$	161.4		$	—		$	268.2

Cash flows from investing activities
Acquisitions of property and equipment, net of change in construction payables		—			(8.8	)		(79.8	)		(73.0	)		(152.8	)		—			(161.6	)
Change in restricted cash		—			—			—			(544.0	)		(544.0	)		—			(544.0	)
Payments to acquire certain gaming rights		—			—			—			(22.7	)		(22.7	)		—			(22.7	)
Payments to acquire a business, net of transaction costs and cash acquired		(108.5	)		(103.2	)		(15.6	)		(19.0	)		(34.6	)		227.3			(19.0	)
Investment in/advances to non-consolidated affiliates and other		—			—			—			(76.0	)		(76.0	)		—			(76.0	)
Payments to acquire investments		—			—			—			(23.8	)		(23.8	)		—			(23.8	)
Proceeds from the sale and maturity of investments		—			—			—			14.0			14.0			—			14.0
Other		—			—			(3.8	)		4.8			1.0			—			1.0

Cash flows (used in)/provided by investing activities		(108.5	)		(112.0	)		(99.2	)		(739.7	)		(838.9	)		227.3			(832.1	)

Cash flows from financing activities
Proceeds from the issuance of long-term debt		—			418.3			—			445.5			445.5			—			863.8
Debt issuance costs and fees		—			(3.2	)		—			(14.3	)		(14.3	)		—			(17.5	)
Borrowings under lending agreements		—			135.0			—			—			—			—			135.0
Repayments under lending agreements		—			(135.0	)		—			—			—			—			(135.0	)
Cash paid for early extinguishments of debt		—			—			(1.2	)		(124.7	)		(125.9	)		—			(125.9	)
Scheduled debt retirements		—			(19.3	)		—			(15.1	)		(15.1	)		—			(34.4	)
Other		(1.6	)		—			(5.0	)		4.8			(0.2	)		—			(1.8	)
(Distributions to) and transfers from Affiliates		(82.0	)		24.7			15.6			269.0			284.6			(227.3	)		—

Cash flows (used in)/provided by financing activities		(83.6	)		420.5			9.4			565.2			574.6			(227.3	)		684.2

Cash flows from discontinued operations
Cash flows from operating activities		—			—			46.7			—			46.7			—			46.7
Cash flows from investing activities		—			—			(3.3	)		—			(3.3	)		—			(3.3	)

Net cash provided by discontinued operations		—			—			43.4			—			43.4			—			43.4

Net (decrease)/increase in cash and cash equivalents		(22.7	)		245.9			(90.3	)		30.8			(59.5	)		—			163.7
Change in cash classified as assets held for sale		—			—			2.0			—			2.0			—			2.0
Cash and cash equivalents, beginning of period		136.0			61.0			344.7			431.8			776.5			—			973.5

Cash and cash equivalents, end of period	$	113.3		$	306.9		$	256.4		$	462.6		$	719.0		$	—		$	1,139.2