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 September 30, 2018 and December 31, 2017 , the condensed consolidating statements of operations for the three and nine months ended September 30, 2018 and 2017 , and the condensed consolidating statements of cash flows for the nine months ended September 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 September 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 $ 257,199 $ 162,607 $ — $ 21,157 $ — $ — $ 440,963 Restricted cash — 17,243 — 16,353 — — 33,596 Other current assets 81,149 18,325 234 8,385 — (548 ) 107,545 Property and equipment, net 108,002 2,357,101 — 81,902 — — 2,547,005 Investments in subsidiaries 5,587,729 — — 3,604 — (5,591,333 ) — Intercompany receivable — 1,976,784 374,065 — — (2,350,849 ) — Other assets, net 30,514 29,970 — 39,476 — — 99,960 Intangible assets, net — 816,999 — 27,223 — — 844,222 Goodwill, net — 887,442 — 314,420 — — 1,201,862 Total assets $ 6,064,593 $ 6,266,471 $ 374,299 $ 512,520 $ — $ (7,942,730 ) $ 5,275,153 Liabilities and Stockholders' Equity Current maturities of long-term debt $ 17,921 $ 86 $ — $ — $ — $ — $ 18,007 Other current liabilities 164,388 206,624 — 36,773 — 61 407,846 Accumulated losses of subsidiaries in excess of investment — 20,173 — — — (20,173 ) — Intercompany payable 1,303,777 — — 1,047,404 — (2,351,181 ) — Long-term debt, net of current maturities and debt issuance costs 3,530,192 320 — 564 — — 3,531,076 Other long-term liabilities (93,520 ) 279,385 900 (10,376 ) — — 176,389 Total stockholders' equity (deficit) 1,141,835 5,759,883 373,399 (561,845 ) — (5,571,437 ) 1,141,835 Total liabilities and stockholders' equity $ 6,064,593 $ 6,266,471 $ 374,299 $ 512,520 $ — $ (7,942,730 ) $ 5,275,153 * 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 September 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 $ 20,168 $ 590,390 $ — $ 26,426 $ — $ (24,788 ) $ 612,196 Operating costs and expenses Operating — 301,811 — 21,240 — — 323,051 Selling, general and administrative 4 84,767 — 3,284 — (1 ) 88,054 Maintenance and utilities — 32,257 — 670 — — 32,927 Depreciation and amortization 4,975 47,351 — 2,362 — — 54,688 Corporate expense 24,212 94 — 749 — — 25,055 Project development, preopening and writedowns 12,194 889 — 5,505 — — 18,588 Impairments of assets — — — — — — — Other operating items, net 10 255 — — — — 265 Intercompany expenses 50 24,737 — — — (24,787 ) — Total operating costs and expenses 41,445 492,161 — 33,810 — (24,788 ) 542,628 Equity in earnings (losses) of subsidiaries 71,509 (524 ) — — — (70,985 ) — Operating income (loss) 50,232 97,705 — (7,384 ) — (70,985 ) 69,568 Other expense (income) Interest expense, net 52,185 288 — 8 — — 52,481 Other, net 38 (5 ) — (17 ) — — 16 Total other expense (income), net 52,223 283 — (9 ) — — 52,497 Income (loss) from continuing operations before income taxes (1,991 ) 97,422 — (7,375 ) — (70,985 ) 17,071 Income tax benefit (provision) 13,828 (20,517 ) — 1,455 — — (5,234 ) Income (loss) from continuing operations, net of tax 11,837 76,905 — (5,920 ) — (70,985 ) 11,837 Income from discontinued operations, net of tax — — — — — — — Net income (loss) $ 11,837 $ 76,905 $ — $ (5,920 ) $ — $ (70,985 ) $ 11,837 Comprehensive income (loss) $ 11,975 $ 77,043 $ — $ (5,920 ) $ — $ (71,123 ) $ 11,975 * 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 September 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 $ 17,827 $ 586,272 $ — $ 10,089 $ — $ (22,646 ) $ 591,542 Operating costs and expenses Operating — 303,380 — 9,417 — — 312,797 Selling, general and administrative — 89,438 — 1,850 — — 91,288 Maintenance and utilities — 29,839 — 405 — — 30,244 Depreciation and amortization 3,219 50,934 — 1,048 — — 55,201 Corporate expense 18,758 273 — 308 — — 19,339 Project development, preopening and writedowns 1,252 646 — 1,077 — — 2,975 Other operating items, net 127 631 — — — — 758 Intercompany expenses 301 22,345 — — — (22,646 ) — Total operating costs and expenses 23,657 497,486 — 14,105 — (22,646 ) 512,602 Equity in earnings (losses) of subsidiaries 55,712 (559 ) — — — (55,153 ) — Operating income (loss) 49,882 88,227 — (4,016 ) — (55,153 ) 78,940 Other expense (income) Interest expense, net 42,544 306 — 7 — — 42,857 Loss on early extinguishments and modifications of debt 319 — — — — — 319 Other, net 18 (139 ) — (18 ) — — (139 ) Total other expense (income), net 42,881 167 — (11 ) — — 43,037 Income (loss) from continuing operations before income taxes 7,001 88,060 — (4,005 ) — (55,153 ) 35,903 Income tax benefit (provision) 16,156 (30,181 ) — 1,279 — — (12,746 ) Net income (loss) $ 23,157 $ 57,879 $ — $ (2,726 ) $ — $ (55,153 ) $ 23,157 Comprehensive income (loss) $ 22,852 $ 57,574 $ — $ (2,726 ) $ — $ (54,848 ) $ 22,852 * 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 Nine Months Ended September 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 $ 62,295 $ 1,798,921 $ — $ 50,192 $ — $ (76,301 ) $ 1,835,107 Operating costs and expenses Operating — 912,036 — 43,387 — — 955,423 Selling, general and administrative 12 256,401 — 7,277 — (12 ) 263,678 Maintenance and utilities — 88,186 — 1,340 — — 89,526 Depreciation and amortization 13,158 142,126 — 4,603 — — 159,887 Corporate expense 72,712 310 — 1,953 — — 74,975 Project development, preopening and writedowns 16,337 2,079 — 9,413 — — 27,829 Impairments of assets 993 — — — — — 993 Other operating items, net 58 2,138 — — — — 2,196 Intercompany expenses 152 76,137 — — — (76,289 ) — Total operating costs and expenses 103,422 1,479,413 — 67,973 — (76,301 ) 1,574,507 Equity in earnings of subsidiaries 235,518 (1,095 ) — — — (234,423 ) — Operating income (loss) 194,391 318,413 — (17,781 ) — (234,423 ) 260,600 Other expense (income) Interest expense, net 139,858 842 — 20 — — 140,720 Loss on early extinguishments and modifications of debt 61 — — — — — 61 Other, net 33 (371 ) — (50 ) — — (388 ) Total other expense (income), net 139,952 471 — (30 ) — — 140,393 Income (loss) from continuing operations before income taxes 54,439 317,942 — (17,751 ) — (234,423 ) 120,207 Income taxes benefit (provision) 37,742 (69,686 ) — 3,571 — — (28,373 ) Income (loss) from continuing operations, net of tax 92,181 248,256 — (14,180 ) — (234,423 ) 91,834 Income from discontinued operations, net of tax — — 347 — — — 347 Net income (loss) $ 92,181 $ 248,256 $ 347 $ (14,180 ) $ — $ (234,423 ) $ 92,181 Comprehensive income (loss) $ 91,049 $ 247,124 $ 347 $ (14,180 ) $ — $ (233,291 ) $ 91,049 * 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 Nine Months Ended September 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 $ 55,027 $ 1,788,579 $ — $ 31,791 $ — $ (69,666 ) $ 1,805,731 Operating costs and expenses Operating — 919,949 — 28,459 — — 948,408 Selling, general and administrative 23 270,168 — 5,770 — (23 ) 275,938 Maintenance and utilities — 81,451 — 1,056 — — 82,507 Depreciation and amortization 8,745 149,904 — 3,079 — — 161,728 Corporate expense 61,128 1,012 — 1,248 — — 63,388 Project development, preopening and writedowns 3,979 2,073 154 2,525 — — 8,731 Impairments of assets — — — — — — — Other operating items, net 352 1,355 — — — — 1,707 Intercompany expenses 903 68,740 — — — (69,643 ) — Total operating costs and expenses 75,130 1,494,652 154 42,137 — (69,666 ) 1,542,407 Equity in earnings (losses) of subsidiaries 207,689 (857 ) — — — (206,832 ) — Operating income (loss) 187,586 293,070 (154 ) (10,346 ) — (206,832 ) 263,324 Other expense (income) Interest expense, net 127,344 981 — 19 — — 128,344 Loss on early extinguishments of debt 853 — — — — — 853 Other, net 538 45 — (52 ) — — 531 Total other expense (income), net 128,735 1,026 — (33 ) — — 129,728 Income (loss) from continuing operations before income taxes 58,851 292,044 (154 ) (10,313 ) — (206,832 ) 133,596 Income taxes benefit (provision) 48,466 (99,481 ) — 3,344 — — (47,671 ) Income (loss) from continuing operations, net of tax 107,317 192,563 (154 ) (6,969 ) — (206,832 ) 85,925 Income from discontinued operations, net of tax — — 21,392 — — — 21,392 Net income (loss) $ 107,317 $ 192,563 $ 21,238 $ (6,969 ) $ — $ (206,832 ) $ 107,317 Comprehensive income (loss) $ 108,118 $ 193,364 $ 21,238 $ (6,969 ) $ — $ (207,633 ) $ 108,118 * 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 Nine Months Ended September 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 $ (114,336 ) $ 420,938 $ (135 ) $ 25,372 $ — $ 333 $ 332,172 Cash flows from investing activities Capital expenditures (67,866 ) (39,008 ) — (760 ) — — (107,634 ) Cash paid for acquisitions, net of cash received (367,333 ) — — — — — (367,333 ) Net activity with affiliates — (415,943 ) (347 ) — — 416,290 — Other investing activities (9,240 ) — — (1,350 ) — — (10,590 ) Net cash from investing activities (444,439 ) (454,951 ) (347 ) (2,110 ) — 416,290 (485,557 ) Cash flows from financing activities Borrowings under bank credit facility 413,000 — — — — — 413,000 Payments under bank credit facility (633,022 ) — — — — — (633,022 ) Proceeds from issuance of senior notes 700,000 — — — — — 700,000 Debt financing costs, net (14,016 ) — — — — — (14,016 ) Net activity with affiliates 415,333 — — 1,290 — (416,623 ) — Share-based compensation activities, net (2,837 ) — — — — — (2,837 ) Shares repurchased and retired (44,822 ) — — — — — (44,822 ) Dividends paid (18,009 ) — — — — — (18,009 ) Other financing activities — (100 ) — (11 ) — — (111 ) Net cash from financing activities 815,627 (100 ) — 1,279 — (416,623 ) 400,183 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 256,852 (34,113 ) — 24,541 — — 247,280 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 $ 257,199 $ 179,850 $ — $ 37,510 $ — $ — $ 474,559 * 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 Nine Months Ended September 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 $ (39,365 ) $ 378,048 $ (964 ) $ (6,020 ) $ 254 $ 1,436 $ 333,389 Cash flows from investing activities Capital expenditures (82,241 ) (78,801 ) — (210 ) — — (161,252 ) Cash paid for acquisitions, net of cash received (1,153 ) — — — — — (1,153 ) Net activity with affiliates — (326,451 ) (34,769 ) — — 361,220 — Advances pursuant to development agreement — — — (35,108 ) — — (35,108 ) Other investing activities — 492 — — — — 492 Net cash from investing activities (83,394 ) (404,760 ) (34,769 ) (35,318 ) — 361,220 (197,021 ) Cash flows from financing activities Borrowings under bank credit facility 463,300 — — — — — 463,300 Payments under bank credit facility (628,211 ) — — — — — (628,211 ) Debt financing costs, net (2,700 ) — — — — — (2,700 ) Net activity with affiliates 318,333 — — 44,577 (254 ) (362,656 ) — Share-based compensation activities, net (1,993 ) — — — — — (1,993 ) Shares repurchased and retired (22,160 ) — — — — — (22,160 ) Dividends paid (5,653 ) — — — — — (5,653 ) Other financing activities 590 (87 ) — — — — 503 Net cash from financing activities 121,506 (87 ) — 44,577 (254 ) (362,656 ) (196,914 ) 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 (1,253 ) (26,799 ) — 3,239 — — (24,813 ) 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 $ (41 ) $ 172,811 $ — $ 12,767 $ — $ — $ 185,537 * 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. |