• Growth Opportunities. We continue to look for advantageous opportunities to grow. We anticipate that our growth will come from disciplined expansions at selected properties and through strategic acquisitions and new developments.

?Springfield. In January 2012, we purchased a 40-acre site in Springfield, Massachusetts for approximately $16.9 million, with the intent to apply for the sole casino license for western Massachusetts and, if awarded, build a luxury hotel and entertainment resort.
?Lake Charles. On March 14, 2012, we entered into a definitive agreement to acquire all of the equity interests of Creative. Creative is the developer of a luxury casino resort in Lake Charles, Louisiana. This is the last remaining riverboat gaming license available in Louisiana under current law. On March 15, 2012, the Louisiana Gaming Control Board approved an extension of the deadline to commence construction of the property to July 20, 2012 and approved certain scope changes that we believe will enhance the competitiveness of the property. The acquisition closed on July 16, 2012 and construction commenced on July 20, 2012. Pursuant to the purchase agreement, we paid $32.5 million upon closing of the acquisition, inclusive of a $1.0 million deposit that we paid following approval of the construction extension and $5.0 million deposited into an escrow account at closing to secure the seller's indemnification obligations under the purchase agreement for a period of 18 months. Ameristar Casino Resort Spa Lake Charles is being developed on a 243-acre leased site and will include a casino, hotel, a variety of food and beverage outlets, an 18-hole golf course, tennis club, swimming pools, spa and other resort amenities. The Lake Charles market draws primarily from the Houston metropolitan area as well as other southeastern Texas and southwestern Louisiana communities. The license conditions as revised by the Louisiana Gaming Control Board require us to invest at least $500 million in the project. The cost of the project, inclusive of the purchase price, is expected to be between $560 million and $580 million, excluding capitalized interest and pre-opening expenses. We are required to maintain a $25.0 million deposit, which will be fully refunded upon the timely completion of the project within two years of construction commencement. We anticipate funding the project through a combination of cash from operations and borrowings under our revolving loan facility. We expect to open the resort in the third quarter of 2014.
• Recent Debt Offering. On April 26, 2012, we completed a private placement of $240.0 million principal amount of additional 7.50% Senior Notes due 2021 (the "Additional 2021 Notes"). The Additional 2021 Notes were issued under the same indenture as the $800.0 million principal amount of 7.50% Senior Notes due 2021 that we issued in April 2011.

The Additional 2021 Notes were sold at a price of 103% of the principal amount, resulting in a yield to maturity of 6.88%. We received net proceeds from the sale of the Additional 2021 Notes of approximately $244.0 million. We used $236.0 million of the proceeds to repay all amounts outstanding under the revolving loan tranche of the Credit Facility (which amounts may be reborrowed from time to time) and the remaining proceeds for general corporate purposes.
• Debt and Interest Expense. At June 30, 2012, total debt was $1.9 billion. Net borrowings totaled $19.8 million during the second quarter of 2012. After applying the proceeds from the sale of the Additional 2021 Notes to the outstanding revolving loan facility, we had $496.0 million available for borrowing under the revolving loan facility.

For the second quarter of 2012, our consolidated net interest expense increased by $1.7 million compared to the prior-year second quarter. As a result of the recent debt offering mentioned above, and based on current interest rates, we now expect increased interest expense for the remainder of 2012.
• Ameristar Kansas City. On February 3, 2012, a casino operator opened a land-based casino and entertainment facility at the Kansas Speedway, approximately 24 miles from Ameristar Kansas City. The new facility contributed to declines in our property's net revenues and operating income of 8.8% and 15.2%, respectively, from the prior-year second quarter.

• Jackpot Properties. During the second quarter of 2012, our Jackpot properties experienced a decline in net revenues as a combined result of road repaving on Highway 93 between Twin Falls, Idaho and Jackpot and also construction disruption relating to the renovation of 89 hotel rooms. Both contributed to declines in the Jackpot properties' net revenues and operating income of 10.2% and 33.5%, respectively, from the prior-year second quarter.

Results of Operations
The following table sets forth certain information concerning our consolidated
cash flows and the results of operations of our operating properties:
                            AMERISTAR CASINOS, INC. AND SUBSIDIARIES
                              SUMMARY CONSOLIDATED FINANCIAL DATA
                                     (Dollars in Thousands)
                                          (Unaudited)

                                           Three Months Ended             Six Months Ended
                                                June 30,                      June 30,
                                           2012           2011           2012           2011
Consolidated Cash Flow Information:
Net cash provided by operating
activities                             $   43,846     $   61,342     $  115,817     $  142,968
Net cash used in investing activities  $  (19,891 )   $  (17,806 )   $  (53,111 )   $  (29,879 )
Net cash provided by (used in)
financing activities                   $   18,843     $  (48,737 )   $  (12,898 )   $ (100,721 )
Net Revenues:
Ameristar St. Charles                  $   66,135     $   67,494     $  134,344     $  135,594
Ameristar Kansas City                      52,048         57,091        108,396        114,195
Ameristar Council Bluffs                   41,132         41,633         84,839         83,194
Ameristar Black Hawk                       39,839         38,074         79,161         74,955
Ameristar Vicksburg                        30,545         29,041         62,822         60,375
Ameristar East Chicago                     52,357         55,950        109,876        114,714
Jackpot Properties                         14,198         15,811         28,949         30,810
Consolidated net revenues              $  296,254     $  305,094     $  608,387     $  613,837
Operating Income (Loss):
Ameristar St. Charles                  $   16,953     $   18,560     $   36,016     $   37,204
Ameristar Kansas City                      14,988         17,681         32,907         34,621
Ameristar Council Bluffs                   14,749         15,071         31,629         29,845
Ameristar Black Hawk                       10,435          9,046         20,560         17,474
Ameristar Vicksburg                        10,300          9,486         22,208         20,967
Ameristar East Chicago                      5,089          6,228         13,577         13,820
Jackpot Properties                          2,700          4,060          6,023          7,714
Corporate and other                       (16,191 )      (20,761 )      (34,639 )      (39,661 )
Consolidated operating income          $   59,023     $   59,371     $  128,281     $  121,984
Operating Income Margins(1):
Ameristar St. Charles                        25.6 %         27.5 %         26.8 %         27.4 %
Ameristar Kansas City                        28.8 %         31.0 %         30.4 %         30.3 %
Ameristar Council Bluffs                     35.9 %         36.2 %         37.3 %         35.9 %
Ameristar Black Hawk                         26.2 %         23.8 %         26.0 %         23.3 %
Ameristar Vicksburg                          33.7 %         32.7 %         35.4 %         34.7 %
Ameristar East Chicago                        9.7 %         11.1 %         12.4 %         12.0 %
Jackpot Properties                           19.0 %         25.7 %         20.8 %         25.0 %
Consolidated operating income margin         19.9 %         19.5 %         21.1 %         19.9 %


____________________________________

The following table presents detail of our net revenues:

                                Three Months Ended           Six Months Ended
                                     June 30,                    June 30,
                                2012          2011          2012          2011
                                           (In Thousands, Unaudited)
Casino Revenues:
Slots                        $ 270,654     $ 278,192     $ 554,611     $ 559,163
Table games                     29,322        31,885        61,270        64,203
Other                            3,380         3,783         7,182         7,615
Casino revenues                303,356       313,860       623,063       630,981
Non-Casino Revenues:
Food and beverage               33,250        33,151        67,940        68,320
Rooms                           19,485        19,715        38,758        38,918
Other                            7,060         7,191        13,967        14,413
Non-casino revenues             59,795        60,057       120,665       121,651
Less: Promotional Allowances   (66,897 )     (68,823 )    (135,341 )    (138,795 )
Total Net Revenues           $ 296,254     $ 305,094     $ 608,387     $ 613,837

Net Revenues
Consolidated net revenues for the quarter ended June 30, 2012 declined $8.8 million, or 2.9%, from the second quarter of 2011. Second quarter 2012 net revenues decreased on a year-over-year basis at five of our seven gaming locations. During the second quarter of 2012, net revenues declined from the corresponding 2011 period by 10.2% at our Jackpot properties, 8.8% at Ameristar Kansas City, 6.4% at Ameristar East Chicago, 2.0% at Ameristar St. Charles and 1.2% at Ameristar Council Bluffs. The construction disruption relating to the hotel room renovation experienced at Cactus Petes as well as the road repaving on Highway 93 between Twin Falls and Jackpot contributed to the Jackpot properties' decline in net revenues. A full quarter with new competition in the Chicagoland and Kansas City markets contributed to the year-over-year quarterly net revenue declines at Ameristar East Chicago and Ameristar Kansas City, respectively. We are installing a multi-stage, company-wide slot system upgrade to enhance the guest experience. Casino floor disruption from the upgrade affected the financial performance of our St. Charles property during the second quarter of 2012. Our other properties that have commenced these upgrades have not experienced disruption to the same extent as Ameristar St. Charles. During the three months ended June 30, 2012, consolidated promotional allowances decreased $1.9 million, or 2.8%, from the corresponding 2011 period. Consolidated promotional allowances as a percentage of gross gaming revenues increased from 21.9% in the second quarter of 2011 to 22.1% in the second quarter of 2012.
For the six months ended June 30, 2012, consolidated net revenues declined $5.5 million, or 0.9%, from the corresponding 2011 period. During the first six months of 2012, net revenues decreased from the corresponding 2011 period by 6.0% at the Jackpot properties, 5.1% at Ameristar Kansas City and 4.2% at Ameristar East Chicago. The competitive pressures in the Chicagoland and Kansas City markets, as well as the construction disruption at Cactus Petes, adversely impacted financial results in the first half of 2012. The decline in net revenues was partially mitigated by the performance of Ameristar Black Hawk, Ameristar Vicksburg and Ameristar Council Bluffs. Unseasonably mild winter weather conditions and the extra day due to leap year contributed to the consolidated net revenue improvement at these properties in 2012. For the six months ended June 30, 2012, consolidated promotional allowances decreased $3.5 million, or 2.5%, from the same 2011 period. Operating Income
In the second quarter of 2012, we generated operating income of $59.0 million, compared to $59.4 million in the same period in 2011. Second quarter 2012 operating income declined on a year-over-year basis at five of our seven gaming locations, while operating income improved by 15.4% at Ameristar Black Hawk and 8.6% at Ameristar Vicksburg. The operating income decline resulted from the factors that affected net revenues discussed above.
For the six months ended June 30, 2012, our operating income was $128.3 million, compared to $122.0 million for the corresponding 2011 period. Operating and marketing enhancements contributed to our improved consolidated operating income margin, as well as the mild winter weather conditions and the extra day due to leap year mentioned above.

For the six months ended June 30, 2012, corporate expense decreased to $34.6 million from $39.7 million for the same period in 2011. Prior-year operating income was adversely affected by $7.0 million in non-operational professional fees.
Interest Expense
The following table summarizes information related to interest on our long-term debt:

                                          Three Months Ended               Six Months Ended
                                               June 30,                        June 30,
                                         2012            2011            2012            2011
                                                   (Dollars in Thousands, Unaudited)
Interest cost                        $    29,078     $    27,220     $    56,178     $    52,371
Less: Capitalized interest                  (257 )           (56 )          (472 )          (152 )
Interest expense, net                $    28,821     $    27,164     $    55,706     $    52,219
Cash paid for interest, net of
amounts capitalized                  $    39,181     $    36,992     $    49,982     $    45,315
Weighted-average total debt
outstanding                          $ 1,922,244     $ 1,749,031     $ 1,931,444     $ 1,747,947
Weighted-average interest rate               5.8 %           6.0 %           5.7 %           5.5 %

For the quarter ended June 30, 2012, consolidated interest expense, net of amounts capitalized, increased $1.7 million, or 6.1%, from the 2011 second quarter. Year to date, consolidated interest expense, net of amounts capitalized, increased $3.5 million, or 6.7%, from the first six months of 2011. The increase is due primarily to the repurchase of shares from the Estate and the Debt Refinancing completed in the second quarter of 2011, as well as the April 2012 issuance of the Additional 2021 Notes. Income Taxes
Our effective income tax rate was 41.5% for the quarter ended June 30, 2012, compared to 22.4% for the corresponding 2011 period. For the six months ended June 30, 2012 and 2011, the effective income tax rates were 19.7% and 27.9%, respectively. The decrease in the effective income tax rate for the six-month period was primarily attributable to a $15.7 million cumulative reduction in the income tax provision as a result of certain income tax elections made in the first quarter of 2012. Excluding the impact of these income tax elections made in the first quarter of 2012, our effective tax rate for the six months ended June 30, 2012 would have been 41.1%. Excluding the impact of the debt refinancing costs, non-operational professional fees and a change to the state income tax rate in Indiana, our effective tax rate for the six months ended June 30, 2011 would have been 42.3%. For the remainder of 2012, we expect our quarterly effective income tax rate to be in a range of 40% to 42%. Net Income
For the three months ended June 30, 2012, we had consolidated net income of $17.6 million, compared to a net loss of $41.3 million for the quarter ended June 30, 2011. For the six months ended June 30, 2012, we reported net income of $59.0 million, compared to a net loss of $19.5 million for the six months ended June 30, 2011. The year-over-year improvement in net income was mostly attributable to efficient revenue flow-through, the $15.7 million cumulative reduction in the income tax provision mentioned above and the absence of the pre-tax loss on early retirement of debt of $85.3 million and non-operational professional fees in the current periods that were incurred in the first half of 2011. Diluted earnings per share for the three and six months ended June 30, 2012 was $0.51 and $1.73, respectively, compared to diluted loss per share of $1.10 and $0.41, respectively, for the corresponding prior-year periods. Diluted earnings per share for the first half of 2012 benefited from the reduction in the number of shares outstanding due to the repurchase of shares from the Estate that took place in the second quarter of 2011.