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. 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 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 the 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 and our less than wholly owned subsidiaries. The tables below present the condensed consolidating balance sheets as of June 30, 2018 and December 31, 2017 , the condensed consolidating statements of operations for the three and six months ended June 30, 2018 and 2017 , and the condensed consolidating statements of cash flows for the six months ended June 30, 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 ) and the segregation of the wholly owned subsidiary that is a guarantor for the 6.875% Notes and 6.375% Notes and a non-guarantor for the 6.000% Notes. Condensed Consolidating Balance Sheets June 30, 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 $ 446,831 $ 169,803 $ — $ 16,174 $ — $ — $ 632,808 Restricted cash — 11,597 — 14,515 — — 26,112 Other current assets 74,193 17,859 233 2,724 — (2,349 ) 92,660 Property and equipment, net 91,714 2,380,288 — 35,381 — — 2,507,383 Investments in subsidiaries 5,210,840 — — 2,140 — (5,212,980 ) — Intercompany receivable — 1,850,202 374,065 — — (2,224,267 ) — Other assets, net 29,011 29,687 — 38,230 — — 96,928 Intangible assets, net — 817,628 — 26,129 — — 843,757 Goodwill, net — 887,442 — 88,576 — — 976,018 Total assets $ 5,852,589 $ 6,164,506 $ 374,298 $ 223,869 $ — $ (7,439,596 ) $ 5,175,666 Liabilities and Stockholders' Equity Current maturities of long-term debt $ 23,895 $ 86 $ — $ — $ — $ — $ 23,981 Other current liabilities 124,144 200,921 — 22,887 — (2,194 ) 345,758 Accumulated losses of subsidiaries in excess of investment — 5,656 — — — (5,656 ) — Intercompany payable 1,165,444 — — 1,058,701 — (2,224,145 ) — Long-term debt, net of current maturities and debt issuance costs 3,487,244 369 — — — — 3,487,613 Other long-term liabilities (93,298 ) 275,982 900 (10,430 ) — — 173,154 Total stockholders' equity (deficit) 1,145,160 5,681,492 373,398 (847,289 ) — (5,207,601 ) 1,145,160 Total liabilities and stockholders' equity $ 5,852,589 $ 6,164,506 $ 374,298 $ 223,869 $ — $ (7,439,596 ) $ 5,175,666 * 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 Three Months Ended June 30, 2018 Non- Non- Guarantor Guarantor Subsidiary Subsidiaries Subsidiaries Guarantor (100% (100% (Not 100% (In thousands) Parent Subsidiaries Owned)* Owned) Owned) Eliminations Consolidated Total revenues $ 21,286 $ 607,569 $ — $ 13,745 $ — $ (25,807 ) $ 616,793 Operating costs and expenses Operating — 306,392 — 12,517 — — 318,909 Selling, general and administrative (3 ) 85,913 — 2,131 — — 88,041 Maintenance and utilities — 28,331 — 342 — — 28,673 Depreciation and amortization 4,347 48,245 — 1,331 — — 53,923 Corporate expense 23,252 213 — 598 — — 24,063 Project development, preopening and writedowns 2,640 1,017 — 2,144 — — 5,801 Impairments of assets 993 — — — — — 993 Other operating items, net 48 84 — — — — 132 Intercompany expenses (199 ) 26,006 — — — (25,807 ) — Total operating costs and expenses 31,078 496,201 — 19,063 — (25,807 ) 520,535 Equity in earnings (losses) of subsidiaries 82,365 (386 ) — — — (81,979 ) — Operating income (loss) 72,573 110,982 — (5,318 ) — (81,979 ) 96,258 Other expense (income) Interest expense, net 44,154 277 — 6 — — 44,437 Other, net (5 ) (2 ) — (17 ) — — (24 ) Total other expense (income), net 44,149 275 — (11 ) — — 44,413 Income (loss) from continuing operations before income taxes 28,424 110,707 — (5,307 ) — (81,979 ) 51,845 Income tax benefit (provision) 10,521 (24,785 ) — 1,017 — — (13,247 ) Income (loss) from continuing operations, net of tax 38,945 85,922 — (4,290 ) — (81,979 ) 38,598 Income from discontinued operations, net of tax — — 347 — — — 347 Net income (loss) $ 38,945 $ 85,922 $ 347 $ (4,290 ) $ — $ (81,979 ) $ 38,945 Comprehensive income (loss) $ 38,639 $ 85,616 $ 347 $ (4,290 ) $ — $ (81,673 ) $ 38,639 * 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 Three Months Ended June 30, 2017 Non- Non- Guarantor Guarantor Subsidiary Subsidiaries Subsidiaries Guarantor (100% (100% (Not 100% (In thousands) Parent Subsidiaries Owned)* Owned) Owned) Eliminations Consolidated Total revenues $ 18,490 $ 598,194 $ — $ 10,897 $ — $ (23,457 ) $ 604,124 Operating costs and expenses Operating — 307,139 — 9,469 — — 316,608 Selling, general and administrative 17 91,129 — 1,908 — (17 ) 93,037 Maintenance and utilities — 25,511 — 353 — — 25,864 Depreciation and amortization 2,844 48,687 — 1,032 — — 52,563 Corporate expense 22,506 375 — 370 — — 23,251 Project development, preopening and writedowns 1,472 586 116 610 — — 2,784 Other operating items, net 150 313 — — — — 463 Intercompany expenses 301 23,139 — — — (23,440 ) — Total operating costs and expenses 27,290 496,879 116 13,742 — (23,457 ) 514,570 Equity in earnings (losses) of subsidiaries 85,416 (169 ) — — — (85,247 ) — Operating income (loss) 76,616 101,146 (116 ) (2,845 ) — (85,247 ) 89,554 Other expense (income) Interest expense, net 41,961 306 — 6 — — 42,273 Loss on early extinguishments and modifications of debt 378 — — — — — 378 Other, net 520 57 — (18 ) — — 559 Total other expense (income), net 42,859 363 — (12 ) — — 43,210 Income (loss) from continuing operations before income taxes 33,757 100,783 (116 ) (2,833 ) — (85,247 ) 46,344 Income tax benefit (provision) 14,952 (34,512 ) — 908 — — (18,652 ) Income (loss) from continuing operations, net of tax 48,709 66,271 (116 ) (1,925 ) — (85,247 ) 27,692 Income from discontinued operations, net of tax — — 21,017 — — — 21,017 Net income (loss) $ 48,709 $ 66,271 $ 20,901 $ (1,925 ) $ — $ (85,247 ) $ 48,709 Comprehensive income (loss) $ 49,244 $ 66,806 $ 20,901 $ (1,925 ) $ — $ (85,782 ) $ 49,244 * 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 Six Months Ended June 30, 2018 Non- Non- Guarantor Guarantor Subsidiary Subsidiaries Subsidiaries Guarantor (100% (100% (Not 100% (In thousands) Parent Subsidiaries Owned)* Owned) Owned) Eliminations Consolidated Net revenues $ 42,127 $ 1,208,531 $ — $ 23,766 $ — $ (51,513 ) $ 1,222,911 Operating costs and expenses Operating — 610,225 — 22,147 — — 632,372 Selling, general and administrative 8 171,634 — 3,993 — (11 ) 175,624 Maintenance and utilities — 55,929 — 670 — — 56,599 Depreciation and amortization 8,183 94,775 — 2,241 — — 105,199 Corporate expense 48,500 216 — 1,204 — — 49,920 Project development, preopening and writedowns 4,143 1,190 — 3,908 — — 9,241 Impairments of assets 993 — — — — — 993 Other operating items, net 48 1,883 — — — — 1,931 Intercompany expenses 102 51,400 — — — (51,502 ) — Total operating costs and expenses 61,977 987,252 — 34,163 — (51,513 ) 1,031,879 Equity in earnings of subsidiaries 164,009 (571 ) — — — (163,438 ) — Operating income (loss) 144,159 220,708 — (10,397 ) — (163,438 ) 191,032 Other expense (income) Interest expense, net 87,673 554 — 12 — — 88,239 Loss on early extinguishments and modifications of debt 61 — — — — — 61 Other, net (5 ) (366 ) — (33 ) — — (404 ) Total other expense (income), net 87,729 188 — (21 ) — — 87,896 Income (loss) from continuing operations before income taxes 56,430 220,520 — (10,376 ) — (163,438 ) 103,136 Income taxes benefit (provision) 23,914 (49,169 ) — 2,116 — — (23,139 ) Income (loss) from continuing operations, net of tax 80,344 171,351 — (8,260 ) — (163,438 ) 79,997 Income from discontinued operations, net of tax — — 347 — — — 347 Net income (loss) $ 80,344 $ 171,351 $ 347 $ (8,260 ) $ — $ (163,438 ) $ 80,344 Comprehensive income (loss) $ 79,074 $ 170,081 $ 347 $ (8,260 ) $ — $ (162,168 ) $ 79,074 * 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 Six Months Ended June 30, 2017 Non- Non- Guarantor Guarantor Subsidiary Subsidiaries Subsidiaries Guarantor (100% (100% (Not 100% (In thousands) Parent Subsidiaries Owned)* Owned) Owned) Eliminations Consolidated Net revenues $ 37,200 $ 1,202,307 $ — $ 21,702 $ — $ (47,020 ) $ 1,214,189 Operating costs and expenses Operating — 616,569 — 19,042 — — 635,611 Selling, general and administrative 23 180,730 — 3,920 — (23 ) 184,650 Maintenance and utilities — 51,612 — 651 — — 52,263 Depreciation and amortization 5,526 98,970 — 2,031 — — 106,527 Corporate expense 42,370 739 — 940 — — 44,049 Project development, preopening and writedowns 2,727 1,427 154 1,448 — — 5,756 Impairments of assets — — — — — — — Other operating items, net 225 724 — — — — 949 Intercompany expenses 602 46,395 — — — (46,997 ) — Total operating costs and expenses 51,473 997,166 154 28,032 — (47,020 ) 1,029,805 Equity in earnings (losses) of subsidiaries 151,977 (298 ) — — — (151,679 ) — Operating income (loss) 137,704 204,843 (154 ) (6,330 ) — (151,679 ) 184,384 Other expense (income) Interest expense, net 84,800 675 — 12 — — 85,487 Loss on early extinguishments of debt 534 — — — — — 534 Other, net 520 184 — (34 ) — — 670 Total other expense (income), net 85,854 859 — (22 ) — — 86,691 Income (loss) from continuing operations before income taxes 51,850 203,984 (154 ) (6,308 ) — (151,679 ) 97,693 Income taxes benefit (provision) 32,310 (69,300 ) — 2,065 — — (34,925 ) Income (loss) from continuing operations, net of tax 84,160 134,684 (154 ) (4,243 ) — (151,679 ) 62,768 Income from discontinued operations, net of tax — — 21,392 — — — 21,392 Net income (loss) $ 84,160 $ 134,684 $ 21,238 $ (4,243 ) $ — $ (151,679 ) $ 84,160 Comprehensive income (loss) $ 85,266 $ 135,790 $ 21,238 $ (4,243 ) $ — $ (152,785 ) $ 85,266 * 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 Six Months Ended June 30, 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 $ (70,065 ) $ 282,907 $ (135 ) $ 5,405 $ — $ (121 ) $ 217,991 Cash flows from investing activities Capital expenditures (36,914 ) (26,059 ) — (272 ) — — (63,245 ) Cash paid for acquisition, net of cash received (100,713 ) — — — — — (100,713 ) Net activity with affiliates — (289,361 ) (347 ) — — 289,708 — Other investing activities (9,240 ) — — — — — (9,240 ) Net cash from investing activities (146,867 ) (315,420 ) (347 ) (272 ) — 289,708 (173,198 ) Cash flows from financing activities Borrowings under bank credit facility 333,900 — — — — — 333,900 Payments under bank credit facility (591,476 ) — — — — — (591,476 ) Proceeds from issuance of senior notes 700,000 — — — — — 700,000 Debt financing costs, net (11,028 ) — — — — — (11,028 ) Net activity with affiliates 277,000 — — 12,587 — (289,587 ) — Share-based compensation activities, net (3,381 ) — — — — — (3,381 ) Shares repurchased and retired (30,332 ) — — — — — (30,332 ) Dividends paid (11,267 ) — — — — — (11,267 ) Other financing activities — (50 ) — — — — (50 ) Net cash from financing activities 663,416 (50 ) — 12,587 — (289,587 ) 386,366 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 446,484 (32,563 ) — 17,720 — — 431,641 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 $ 446,831 $ 181,400 $ — $ 30,689 $ — $ — $ 658,920 * 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 Six Months Ended June 30, 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 $ (32,014 ) $ 239,394 $ (663 ) $ (7,708 ) $ 254 $ 1,123 $ 200,386 Cash flows from investing activities Capital expenditures (68,685 ) (49,966 ) — (100 ) — — (118,751 ) Net activity with affiliates — (215,816 ) (35,070 ) — — 250,886 — Advances pursuant to development agreement — — — (35,108 ) — — (35,108 ) Other investing activities — 492 — — — — 492 Net cash from investing activities (68,685 ) (265,290 ) (35,070 ) (35,208 ) — 250,886 (153,367 ) Cash flows from financing activities Borrowings under bank credit facility 535,900 — — — — — 535,900 Payments under bank credit facility (628,037 ) — — — — — (628,037 ) Debt financing costs, net (2,381 ) — — — — — (2,381 ) Net activity with affiliates 207,941 — — 44,322 (254 ) (252,009 ) — Share-based compensation activities, net (2,796 ) — — — — — (2,796 ) Shares repurchased and retired (11,090 ) — — — — — (11,090 ) Other financing activities (50 ) (45 ) — — — — (95 ) Net cash from financing activities 99,487 (45 ) — 44,322 (254 ) (252,009 ) (108,499 ) 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 (1,212 ) (25,941 ) — 1,406 — — (25,747 ) 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 $ — $ 173,669 $ — $ 10,934 $ — $ — $ 184,603 * 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. |