Condensed Consolidating Financial Information | 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. Each of these notes is 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 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 $700.0 million aggregate principal amount of 6.000% senior notes due 2026 (the " 6.000% Notes"). The 6.000% Notes 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 and our less than wholly owned subsidiaries. The tables below present the condensed consolidating balance sheets as of March 31, 2018 and December 31, 2017 , the condensed consolidating statements of operations for the three months ended March 31, 2018 and 2017 , and the condensed consolidating statements of cash flows for the three months ended March 31, 2018 and 2017 . These tables reflect the impact of the adoption of the Revenue Standard and Update 2016-18 (see Note 2, Summary of Significant Accounting Policies ). Condensed Consolidating Balance Sheets March 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 $ (2 ) $ 176,844 $ — $ 2,864 $ — $ — $ 179,706 Restricted cash — 14,201 — 11,593 — — 25,794 Other current assets 75,855 16,146 234 2,835 — 1,057 96,127 Property and equipment, net 84,327 2,401,519 — 26,867 — — 2,512,713 Investments in subsidiaries 5,007,912 5,996 — 1,106 — (5,015,014 ) — Intercompany receivable — 1,715,185 373,718 — — (2,088,903 ) — Other assets, net 15,092 31,465 — 38,193 — — 84,750 Intangible assets, net — 818,258 — 24,059 — — 842,317 Goodwill, net — 887,442 — 782 — — 888,224 Total assets $ 5,183,184 $ 6,067,056 $ 373,952 $ 108,299 $ — $ (7,102,860 ) $ 4,629,631 Liabilities and Stockholders' Equity Current maturities of long-term debt $ 23,895 $ 86 $ — $ — $ — $ — $ 23,981 Other current liabilities 131,270 206,411 — 19,348 — 705 357,734 Intercompany payable 1,035,428 — — 1,052,846 — (2,088,274 ) — Long-term debt, net of current maturities and debt issuance costs 2,968,854 369 — — — — 2,969,223 Other long-term liabilities (93,825 ) 264,485 900 (10,429 ) — — 161,131 Total stockholders' equity (deficit) 1,117,562 5,595,705 373,052 (953,466 ) — (5,015,291 ) 1,117,562 Total liabilities and stockholders' equity $ 5,183,184 $ 6,067,056 $ 373,952 $ 108,299 $ — $ (7,102,860 ) $ 4,629,631 * Subsidiary is 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 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 Three Months Ended March 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 $ 20,841 $ 600,962 $ — $ 10,021 $ — $ (25,706 ) $ 606,118 Operating costs and expenses Operating — 303,833 — 9,630 — — 313,463 Selling, general and administrative 11 85,721 — 1,862 — (11 ) 87,583 Maintenance and utilities — 27,598 — 328 — — 27,926 Depreciation and amortization 3,836 46,530 — 910 — — 51,276 Corporate expense 25,248 3 — 606 — — 25,857 Project development, preopening and writedowns 1,503 173 — 1,764 — — 3,440 Other operating items, net — 1,799 — — — — 1,799 Intercompany expenses 301 25,394 — — — (25,695 ) — Total operating costs and expenses 30,899 491,051 — 15,100 — (25,706 ) 511,344 Equity in earnings (losses) of subsidiaries 81,644 (185 ) — — — (81,459 ) — Operating income (loss) 71,586 109,726 — (5,079 ) — (81,459 ) 94,774 Other expense (income) Interest expense, net 43,519 277 — 6 — — 43,802 Loss on early extinguishments of debt 61 — — — — — 61 Other, net — (364 ) — (16 ) — — (380 ) Total other expense (income), net 43,580 (87 ) — (10 ) — — 43,483 Income (loss) before income taxes 28,006 109,813 — (5,069 ) — (81,459 ) 51,291 Income tax benefit (provision) 13,393 (24,384 ) — 1,099 — — (9,892 ) Net income (loss) $ 41,399 $ 85,429 $ — $ (3,970 ) $ — $ (81,459 ) $ 41,399 Comprehensive income (loss) $ 40,435 $ 84,465 $ — $ (3,970 ) $ — $ (80,495 ) $ 40,435 * Subsidiary is 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 Three Months Ended March 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 $ 18,710 $ 604,113 $ — $ 10,805 $ — $ (23,563 ) $ 610,065 Operating costs and expenses Operating — 309,430 — 9,573 — — 319,003 Selling, general and administrative 6 89,601 — 2,012 — (6 ) 91,613 Maintenance and utilities — 26,101 — 298 — — 26,399 Depreciation and amortization 2,682 50,283 — 999 — — 53,964 Corporate expense 19,864 364 — 570 — — 20,798 Project development, preopening and writedowns 1,255 841 38 838 — — 2,972 Other operating items, net 75 411 — — — — 486 Intercompany expenses 301 23,256 — — — (23,557 ) — Total operating costs and expenses 24,183 500,287 38 14,290 — (23,563 ) 515,235 Equity in earnings (losses) of subsidiaries 66,561 (129 ) — — — (66,432 ) — Operating income (loss) 61,088 103,697 (38 ) (3,485 ) — (66,432 ) 94,830 Other expense (income) Interest expense, net 42,839 369 — 6 — — 43,214 Loss on early extinguishments and modifications of debt 156 — — — — — 156 Other, net — 127 — (16 ) — — 111 Total other expense (income), net 42,995 496 — (10 ) — — 43,481 Income (loss) from continuing operations before income taxes 18,093 103,201 (38 ) (3,475 ) — (66,432 ) 51,349 Income tax benefit (provision) 17,358 (34,788 ) — 1,157 — — (16,273 ) Income (loss) from continuing operations, net of tax 35,451 68,413 (38 ) (2,318 ) — (66,432 ) 35,076 Income from discontinued operations, net of tax — — 375 — — — 375 Net income (loss) $ 35,451 $ 68,413 $ 337 $ (2,318 ) $ — $ (66,432 ) $ 35,451 Comprehensive income (loss) $ 36,022 $ 68,984 $ 337 $ (2,318 ) $ — $ (67,003 ) $ 36,022 * Subsidiary is 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 Three Months Ended March 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 $ (19,900 ) $ 144,168 $ — $ (5,115 ) $ — $ (628 ) $ 118,525 Cash flows from investing activities Capital expenditures (13,097 ) (12,692 ) — (129 ) — — (25,918 ) Net activity with affiliates — (154,344 ) — — — 154,344 — Other investing activities (500 ) — — — — — (500 ) Net cash from investing activities (13,597 ) (167,036 ) — (129 ) — 154,344 (26,418 ) Cash flows from financing activities Borrowings under bank credit facility 179,600 — — — — — 179,600 Payments under bank credit facility (264,403 ) — — — — — (264,403 ) Debt financing costs, net (9 ) — — — — — (9 ) Net activity with affiliates 146,984 — — 6,732 — (153,716 ) — Share-based compensation activities, net (3,589 ) — — — — — (3,589 ) Shares repurchased and retired (19,803 ) — — — — — (19,803 ) Dividends paid (5,632 ) — — — — — (5,632 ) Other financing activities — (50 ) — — — — (50 ) Net cash from financing activities 33,148 (50 ) — 6,732 — (153,716 ) (113,886 ) Cash flows from discontinued operations Cash flows from operating activities — — — — — — — Cash flows from investing activities — — — — — — — Cash flows from financing activities — — — — — — — Net cash from discontinued operations — — — — — — — Net change in cash, cash equivalents and restricted cash (349 ) (22,918 ) — 1,488 — — (21,779 ) 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 $ (2 ) $ 191,045 $ — $ 14,457 $ — $ — $ 205,500 * Subsidiary is 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 Three Months Ended March 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 $ 22,216 $ 110,202 $ 217 $ (15,757 ) $ 254 $ 472 $ 117,604 Cash flows from investing activities Capital expenditures (57,069 ) (22,951 ) — (18 ) — — (80,038 ) Net activity with affiliates — (110,461 ) (592 ) — — 111,053 — Advances pursuant to development agreement — — — (35,108 ) — — (35,108 ) Other investing activities — 44 — — — — 44 Net cash from investing activities (57,069 ) (133,368 ) (592 ) (35,126 ) — 111,053 (115,102 ) Cash flows from financing activities Borrowings under bank credit facility 256,700 — — — — — 256,700 Payments under bank credit facility (275,063 ) — — — — — (275,063 ) Debt financing costs, net (1,889 ) — — — — — (1,889 ) Net activity with affiliates 59,547 — — 52,232 (254 ) (111,525 ) — Share-based compensation activities, net (3,826 ) — — — — — (3,826 ) Other financing activities (50 ) (45 ) — — — — (95 ) Net cash from financing activities 35,419 (45 ) — 52,232 (254 ) (111,525 ) (24,173 ) Cash flows from discontinued operations Cash flows from operating activities — — (255 ) — — — (255 ) Cash flows from investing activities — — 630 — — — 630 Cash flows from financing activities — — — — — — — Net cash from discontinued operations — — 375 — — — 375 Net change in cash, cash equivalents and restricted cash 566 (23,211 ) — 1,349 — — (21,296 ) 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 $ 1,778 $ 176,399 $ — $ 10,877 $ — $ — $ 189,054 * Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes. |