Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2016~~2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-54193

STATION CASINOS LLC

(Exact name of registrant as specified in its charter)



Nevada (State or other jurisdiction of incorporation or organization)	27-3312261 (I.R.S. Employer Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada

(Address of principal executive offices)

89135

(Zip Code)

(702) 495-3000

Registrant'’s telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "“large accelerated filer,"” "“accelerated filer",” ~~and "~~“smaller reporting company"” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o Non-accelerated filer þ (Do not check if asmaller reporting company) Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date.

As of ~~October~~April 3130, ~~2016~~2017, 100 shares of the registrant'’s voting units were outstanding and 100 shares of the registrant'’s non-voting units were outstanding.

Table of Contents

STATION CASINOS LLC

INDEX

Part I.	Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets — September 30, 2016 (unaudited) and December 31, 2015	3
	Condensed Consolidated Balance Sheets — March 31, 2017 (unaudited) and December 31, 2016	3
	Condensed Consolidated Statements of Income — Three and nine months ended September 30, 2016 and 2015 (unaudited)	4
	Condensed Consolidated Statements of Income — Three months ended March 31, 2017 and 2016 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income — Three and nine months ended September 30, 2016 and 2015 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income — Three months ended March 31, 2017 and 2016 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows — Nine months ended September 30, 2016 and 2015 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows — Three months ended March 31, 2017 and 2016 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	4034
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5042
Item 4.	Controls and Procedures	5042
Part II.	Other Information
Item 1.	Legal Proceedings	5143
Item 1A.	Risk Factors	5143
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5143
Item 3.	Defaults Upon Senior Securities	5143
Item 4.	Mine Safety Disclosures	5143
Item 5.	Other Information	5143
Item 6.	Exhibits	5143
Signature		5345

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

STATION CASINOS LLCCONDENSED CONSOLIDATED BALANCE SHEETS(amounts in thousands, except units data)
	September 30, 2016			December 31, 2015
	March 31, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	94115,~~114~~638		$	~~116~~129,~~426~~959
Receivables, net	35,117			35,505
Restricted cash	2,603			2,377
Inventories	9,421			10,329
Receivables, net	45,812			43,547
Prepaid gaming tax	20,655			19,504
Inventories	10,857			11,956
Prepaid expenses and other current assets	10,997			8,865
Prepaid gaming tax	22,642			20,066
Assets held for sale	21,020			21,020
Prepaid expenses and other current assets	14,790			11,194
Current assets of discontinued operations	—			197
Assets held for sale	19,020			19,020
Total current assets	~~191~~231,~~324~~362			~~211~~238,~~846~~119
Property and equipment, net of accumulated depreciation of $544,673 and $478,874 at September 30, 2016 and December 31, 2015, respectively	2,141,113			2,140,660
Property and equipment, net of accumulated depreciation of $603,196 and $566,081 at March 31, 2017 and December 31, 2016, respectively	2,448,150			2,438,129
Goodwill	195,676			195,676
Intangible assets, net of accumulated amortization of $82,398 and $68,648 at September 30, 2016 and December 31, 2015, respectively	136,247			149,997
Intangible assets, net of accumulated amortization of $92,546 and $87,471 at March 31, 2017 and December 31, 2016, respectively	144,124			149,199
Land held for development	163,700			163,700
Investments in joint ventures	10,~~674~~187			1310,~~991~~572
Native American development costs	1315,~~717~~536			1114,~~908~~844
Related party note receivable	—			17,568
Other assets, net	59,460			59,728
Other assets, net	362,285			26,765
Total assets	$	3,268,195		$	3,269,967
Total assets	$	3,214,736		$	2,932,111
LIABILITIES AND MEMBERS’ EQUITY
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	2527,~~445~~585		$	2430,~~258~~504
Accrued interest payable	75,~~324~~866			1315,~~413~~841
Other accrued liabilities	~~130~~173,~~881~~672			~~132~~152,~~199~~508
Current portion of long-term debt	4745,~~160~~422			8846,~~937~~063
Current liabilities of discontinued operations	—			113
Total current liabilities	252,545			244,916
Total current liabilities	210,810			258,920
Long-term debt, less current portion	2,324,224			2,376,238
Long-term debt, less current portion	2,389,414			2,066,260
Deficit investment in joint venture	2,281			2,307
Deficit investment in joint venture	2,258			2,255
Other long-term liabilities	10,229			10,041
Interest rate swaps and other long-term liabilities	7,808			30,967
Total liabilities	2,589,279			2,633,502
Total liabilities	2,610,290			2,358,402
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 11)
Members’ equity:
Members' equity:
Voting units; 100 units authorized, issued and outstanding	—			—
Non-voting units; 100 units authorized, issued and outstanding	—			—
Members' equity	596,654			558,227
Members’ equity	661,891			612,820
Accumulated other comprehensive loss	(9,146		)	(5,303		)
Accumulated other comprehensive income	10,756			7,967
Total Station Casinos LLC members' equity	587,508			552,924
Total Station Casinos LLC members’ equity	672,647			620,787
Noncontrolling interest	166,~~938~~269			2015,~~785~~678
Total members' equity	604,446			573,709
Total members’ equity	678,916			636,465
Total liabilities and members' equity	$	3,214,736		$	2,932,111
Total liabilities and members’ equity	$	3,268,195		$	3,269,967

The accompanying notes are an integral part of these condensed consolidated financial statements.

STATION CASINOS LLCCONDENSED CONSOLIDATED STATEMENTS OF INCOME(amounts in thousands, unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Operating revenues:
Casino	$	232,584		$	219,861		$	706,151		$	683,598
Food and beverage	63,551			59,479			196,579			187,565
Room	32,192			29,665			99,555			92,311
Other	17,463			17,103			52,350			52,925
Management fees	27,702			22,728			81,806			63,703
Gross revenues	373,492			348,836			1,136,441			1,080,102
Promotional allowances	(26,352		)	(25,239		)	(78,568		)	(75,918		)
Net revenues	347,140			323,597			1,057,873			1,004,184
Operating costs and expenses:
Casino	90,088			85,091			266,495			257,269
Food and beverage	44,888			39,443			131,913			121,197
Room	12,036			11,672			36,314			34,762
Other	6,411			6,499			18,438			19,537
Selling, general and administrative	81,040			85,323			234,944			253,941
Preopening	10			707			731			1,121
Depreciation and amortization	36,240			32,893			114,103			103,896
Asset impairment	—			100			—			2,101
Write-downs and other charges, net	1,379			5,053			14,713			7,446
	272,092			266,781			817,651			801,270
Operating income	75,048			56,816			240,222			202,914
Earnings from joint ventures	346			253			1,386			1,070
Operating income and earnings from joint ventures	75,394			57,069			241,608			203,984
Other (expense) income:
Interest expense, net	(35,275		)	(36,053		)	(104,421		)	(109,030		)
Loss on extinguishment/modification of debt	(186		)	—			(7,270		)	(90		)
Change in fair value of derivative instruments	—			—			87			(4		)
	(35,461		)	(36,053		)	(111,604		)	(109,124		)
Income from continuing operations	39,933			21,016			130,004			94,860
Discontinued operations	—			(6		)	—			(171		)
Net income	39,933			21,010			130,004			94,689
Less: net income attributable to noncontrolling interests	1,544			1,948			6,148			5,730
Net income attributable to Station Casinos LLC	$	38,389		$	19,062		$	123,856		$	88,959

Table of Contents

STATION CASINOS LLC CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, unaudited)

	Three Months Ended March 31,
	2017			2016
Operating revenues:
Casino	$	262,972		$	239,771
Food and beverage	80,115			66,620
Room	49,764			34,384
Other	22,820			17,182
Management fees	30,227			26,649
Gross revenues	445,898			384,606
Promotional allowances	(28,166		)	(25,359		)
Net revenues	417,732			359,247
Operating costs and expenses:
Casino	101,654			87,421
Food and beverage	55,046			42,524
Room	20,067			12,385
Other	7,833			5,722
Selling, general and administrative	91,951			75,090
Preopening	30			348
Depreciation and amortization	45,253			39,427
Write-downs and other charges, net	1,028			2,368
	322,862			265,285
Operating income	94,870			93,962
Earnings from joint ventures	415			612
Operating income and earnings from joint ventures	95,285			94,574
Other (expense) income:
Interest expense, net	(34,944		)	(35,068		)
Loss on extinguishment/modification of debt	(2,019		)	—
Change in fair value of derivative instruments	39			(3		)
	(36,924		)	(35,071		)
Net income	58,361			59,503
Less: net income attributable to noncontrolling interests	2,261			1,864
Net income attributable to Station Casinos LLC	$	56,100		$	57,639

The accompanying notes are an integral part of these condensed consolidated financial statements.

STATION CASINOS LLCCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(amounts in thousands, unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net income	$	39,933		$	21,010		$	130,004		$	94,689
Other comprehensive (loss) income:
Unrealized gain (loss) on interest rate swaps:
Unrealized loss arising during period	(219		)	(2,157		)	(7,346		)	(6,945		)
Reclassification of unrealized loss into income	1,732			1,057			3,333			7,222
Unrealized gain (loss) on interest rate swaps, net	1,513			(1,100		)	(4,013		)	277
Unrealized gain on available-for-sale securities:
Unrealized gain (loss) arising during period	129			6			170			(72		)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations	—			—			—			201
Unrealized gain on available-for-sale securities, net	129			6			170			129
Other comprehensive income (loss)	1,642			(1,094		)	(3,843		)	406
Comprehensive income	41,575			19,916			126,161			95,095
Less: comprehensive income attributable to noncontrolling interests	1,544			1,948			6,148			5,730
Comprehensive income attributable to Station Casinos LLC	$	40,031		$	17,968		$	120,013		$	89,365

Table of Contents

STATION CASINOS LLC CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (amounts in thousands, unaudited)

	Three Months Ended March 31,
	2017			2016
Net income	$	58,361		$	59,503
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swaps:
Unrealized gain (loss) arising during period	1,393			(1,515		)
Reclassification of unrealized loss into income	1,535			1,266
Change in unrealized gain (loss) on interest rate swaps, net	2,928			(249		)
Unrealized gain on available-for-sale securities:
Unrealized gain arising during period	10			19
Reclassification of unrealized gain into income	(149		)	—
Change in unrealized gain on available-for-sale securities, net	(139		)	19
Other comprehensive income (loss)	2,789			(230		)
Comprehensive income	61,150			59,273
Less: comprehensive income attributable to noncontrolling interests	2,261			1,864
Comprehensive income attributable to Station Casinos LLC	$	58,889		$	57,409

The accompanying notes are an integral part of these condensed consolidated financial statements.

STATION CASINOS LLCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in thousands, unaudited)
	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net income	$	130,004		$	94,689
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	114,103			103,896
Change in fair value of derivative instruments	(87		)	4
Reclassification of unrealized loss on derivative instruments into income	3,333			7,222
Write-downs and other charges, net	1,464			5,227
Asset impairment	—			2,101
Amortization of debt discount and debt issuance costs	13,315			14,108
Interest—paid in kind	2,130			3,176
Share-based compensation	5,523			17,097
Settlement of liability-classified equity awards	(18,739		)	—
Earnings from joint ventures	(1,386		)	(1,070		)
Distributions from joint ventures	829			1,314
Loss on extinguishment/modification of debt	7,270			90
Changes in assets and liabilities:
Receivables, net	(738		)	1,643
Interest on related party notes receivable	(247		)	(575		)
Inventories and prepaid expenses	(2,291		)	(3,479		)
Accounts payable	7,374			(1,263		)
Accrued interest payable	(5,775		)	(10,855		)
Other accrued liabilities	(11,489		)	15,039
Other, net	1,377			2,341
Net cash provided by operating activities	245,970			250,705
Cash flows from investing activities:
Capital expenditures, net of related payables	(119,506		)	(103,889		)
Proceeds from asset sales	8,326			25,156
Proceeds from repayment of related party notes receivable	18,330			—
Funding of business acquisition	(314,168		)	—
Distributions in excess of earnings from joint ventures	842			845
Native American development costs	(1,754		)	(1,569		)
Other, net	(1,566		)	(2,109		)
Net cash used in investing activities	(409,496		)	(81,566		)

Table of Contents

STATION CASINOS LLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands, unaudited)

	Three Months Ended March 31,
	2017			2016
Cash flows from operating activities:
Net income	$	58,361		$	59,503
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	45,253			39,427
Change in fair value of derivative instruments	(39		)	3
Reclassification of unrealized loss on derivative instruments into income	1,535			1,266
Write-downs and other charges, net	(1,031		)	824
Amortization of debt discount and debt issuance costs	4,330			4,731
Interest—paid in kind	—			1,142
Share-based compensation	1,276			620
Earnings from joint ventures	(415		)	(612		)
Distributions from joint ventures	342			160
Loss on extinguishment/modification of debt	2,019			—
Changes in assets and liabilities:
Restricted cash	(226		)	—
Receivables, net	(2,007		)	(1,551		)
Interest on related party notes receivable	—			(185		)
Inventories and prepaid expenses	(4,666		)	(2,475		)
Accounts payable	(393		)	(1,862		)
Accrued interest payable	(10,136		)	(9,391		)
Other accrued liabilities	1,475			4,219
Other, net	450			254
Net cash provided by operating activities	96,128			96,073
Cash flows from investing activities:
Capital expenditures, net of related payables	(41,333		)	(31,301		)
Proceeds from asset sales	523			—
Distributions in excess of earnings from joint ventures	432			—
Native American development costs	(798		)	(386		)
Other, net	(777		)	(746		)
Net cash used in investing activities	(41,953		)	(32,433		)

STATION CASINOS LLCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(amounts in thousands, unaudited)
	Nine Months Ended September 30,
	2016			2015
Cash flows from financing activities:
Borrowings under credit agreement with original maturity dates greater thanthree months	1,847,500			55,000
(Payments) borrowings under credit agreements with original maturity dates of three months or less, net	(53,900		)	45,000
Payments under credit agreements with original maturity dates greater than three months	(1,475,176		)	(77,268		)
Capital contributions	419,475			—
Distributions to members and noncontrolling interests	(127,939		)	(197,822		)
Deemed distributions	(389,054		)	—
Payment of debt issuance costs	(39,815		)	(796		)
Payments on derivative instruments with other-than-insignificant financing elements	(10,831		)	(7,125		)
Payments on other debt	(22,142		)	(2,666		)
Other, net	(7,101		)	(3,934		)
Net cash provided by (used in) financing activities	141,017			(189,611		)
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
Decrease in cash and cash equivalents	(22,509		)	(20,472		)
Balance, beginning of period	116,623			123,316
Balance, end of period	$	94,114		$	102,844
Supplemental cash flow disclosures:
Cash paid for interest	$	94,813		$	101,686
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	27,408		$	20,081

Table of Contents

STATION CASINOS LLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (amounts in thousands, unaudited)

	Three Months Ended March 31,
	2017			2016
Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three months	185,000			—
Payments under credit agreements with original maturity dates greater than three months	(209,143		)	(48,892		)
Borrowings under credit agreements with original maturity dates of three months or less, net	—			10,000
Distributions to members and noncontrolling interests	(15,491		)	(8,347		)
Payment of debt issuance costs	(16,861		)	—
Payments on derivative instruments with other-than-insignificant financing elements	—			(1,786		)
Payments on other debt	(1,398		)	(1,361		)
Acquisition of subsidiary noncontrolling interests	(4,484		)	—
Other, net	(6,119		)	(7,316		)
Net cash used in financing activities	(68,496		)	(57,702		)
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents	(14,321		)	5,938
Balance, beginning of period	129,959			116,623
Balance, end of period	$	115,638		$	122,561
Supplemental cash flow disclosures:
Cash paid for interest, net of $110 and $0 capitalized, respectively	$	38,718		$	39,088
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	29,330		$	18,213

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization, Basis of Presentation and Significant Accounting Policies

Organization

Station Casinos LLC, a Nevada limited liability company (the “Company” or “Station”), is a gaming, development and management company. ~~Including~~that ~~its recent acquisition of Palms Casino Resort ("Palms") in October 2016, Station~~ owns and operates ten major ~~hotel/casino~~gaming ~~properties~~and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. The Company also manages a casino in Sonoma County, California and a casino in Allegan County, Michigan, both on behalf of Native American tribes.

~~Acquisition~~All of ~~Fertitta~~the ~~Entertainment~~Company’s voting interests are held by Red Rock Resorts, Inc. (“Red Rock”), and all of the Company’s economic interests are held by Station Holdco LLC (“Station Holdco”). Red Rock indirectly holds approximately 57% of the Company’s economic interests through its ownership interest in Station Holdco. Red Rock is designated as the Company’s sole managing member and controls and operates all of its business and affairs.

In May 2016, the Company acquired all of the outstanding membership interests of Fertitta Entertainment LLC ("Fertitta Entertainment" and such transaction, the "Fertitta Entertainment Acquisition") for $460.0 million, which included $51.0 million paid in satisfaction of Fertitta Entertainment’s term loan and revolving credit facility on the closing date, $18.7 million paid to settle Fertitta Entertainment's liability-classified equity awards, and $1.3 million in assumed liabilities. The Fertitta Entertainment Acquisition was funded with proceeds received by the Company in connection with the initial public offering ("IPO") of Red Rock Resorts, Inc. ("Red Rock") and borrowings under the Company's revolving credit facility. Red Rock is a newly formed entity that holds all of the Company's voting interests and indirectly holds approximately 36% of the Company's economic interests through its ownership interest in Station Holdco LLC ("Station Holdco"), the holder of 100% of the Company's economic interests. Red Rock is designated as the Company's sole managing member and controls and operates all of the business and affairs of the Company. Station Holdco issued new LLC units (the "LLC Units") to Red Rock in exchange for $424.4 million in net proceeds from the IPO, and contributed $419.5 million of the proceeds to the Company, with the remaining $4.9 million used to reimburse the Company for deferred offering costs it had incurred in connection with the IPO. The IPO, the Fertitta Entertainment Acquisition, and the related reorganization transactions are referred to herein as the "IPO and Reorganization Transactions".

Prior to the Fertitta Entertainment Acquisition, Station had long-term management agreements with affiliates of Fertitta Entertainment to manage its properties. In connection with the Fertitta Entertainment Acquisition, the management agreements were terminated and Station entered into new employment agreements with its executive officers and other individuals who were employed by Fertitta Entertainment prior to the completion of the Fertitta Entertainment Acquisition.

Prior to the Fertitta Entertainment Acquisition, Station Holdco, Station and Fertitta Entertainment were controlled by brothers Frank J. Fertitta III, the Company’s Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, a member of the Company’s then-existing board of managers, who collectively held a majority of the voting and economic interests in these entities. The Fertitta Entertainment Acquisition constituted an acquisition of an entity under common control and was accounted for at historical cost in a manner similar to a pooling of interests, which required the Company to recognize a deemed distribution of approximately $389.6 million to equity holders of Fertitta Entertainment. The accompanying condensed consolidated financial statements include the consolidation of Fertitta Entertainment for all periods presented.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("“GAAP"”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company'’s Annual Report on Form 10–K for the year ended December 31, ~~2015~~2016. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net income.

Principles of Consolidation

The amounts shown in the accompanying condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including ~~Fertitta~~MPM ~~Entertainment~~Enterprises, LLC as(“MPM”), ~~more~~which ~~fully~~is ~~described~~a ~~above~~50% owned, consolidated variable interest entity (“VIE”) that manages Gun Lake Casino. The financial position and results of operations attributable to third party holdings of MPM are reported within noncontrolling interest in the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated.

Investments in Variable Interest Entities and Joint Ventures

The Company consolidates MPM because it directs the activities of MPM that most significantly impact MPM’s economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM, and as such, is MPM’s primary beneficiary. The assets of MPM reflected in the Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 included a management contract intangible asset with a carrying amount of $9.0 million and $11.5 million, respectively, and management fees receivable of $4.6 million and $3.3 million, respectively. MPM’s assets may be used only to settle MPM’s obligations, and MPM’s beneficial interest holders have no recourse to the general credit of the Company.

The Company has various other investments in 50% owned joint ventures which are accounted for using the equity method, including three 50% owned smaller casino properties. The carrying amount of the Company’s investment in one of the smaller casino properties has been reduced below zero and is presented as a deficit investment balance on the Condensed Consolidated Balance Sheets because the Company has received distributions in excess of its investment in the casino. The Company also holds a 50% investment in a restaurant at one of its properties which is considered to be a VIE, of which the Company is not the primary beneficiary.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~Enterprises, LLC~~ (~~"MPM"~~UNAUDITED), which is a 50% owned, consolidated variable interest entity ("VIE") that manages Gun Lake Casino. The financial position and results of operations attributable to third party holdings of MPM are reported within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated.

Investments in Variable Interest Entities and Joint Ventures

The Company consolidates MPM because it directs the activities of MPM that most significantly impact MPM's economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM, and as such, is MPM's primary beneficiary. The assets of MPM reflected in the Company's Condensed Consolidated Balance Sheets at September 30, 2016 and December 31, 2015 included intangible assets of $14.1 million and $21.7 million, respectively, and receivables of $3.2 million and $3.4 million, respectively. MPM's assets may be used only to settle MPM's obligations, and MPM's beneficial interest holders have no recourse to the general credit of the Company.

The Company has various investments in 50% owned joint ventures which are accounted for using the equity method, including three 50% owned smaller casino properties. Equity method investments at September 30, 2016 and December 31, 2015 also included $2.7 million and $6.3 million, respectively, of investments in certain restaurants at the Company's properties which are VIEs, of which the Company is not the primary beneficiary. In January 2016, one of these restaurants closed and the joint venture ended. The Company’s equity method investments are not, in the aggregate, material in relation to its financial position or results of operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Significant estimates incorporated into the Company's condensed consolidated financial statements include the estimated useful lives of depreciable and amortizable assets, the estimated cash flows and other factors used in assessing the recoverability of goodwill, intangible assets and other long-lived assets, the estimated fair values of certain assets related to write-downs and impairments, the assumptions used in computing the grant date fair value of share-based compensation, the estimated reserve for self-insured claims, the estimated costs associated with the Company's player rewards program and the estimated liabilities related to litigation, claims and assessments. Actual results could differ from those estimates.

Discontinued Operations

During the fourth quarter of 2014, the Company's majority-owned consolidated subsidiary, Fertitta Interactive LLC ("Fertitta Interactive"), ceased operations. Fertitta Interactive previously operated online gaming in New Jersey and online poker in Nevada under the Ultimate Gaming and Ultimate Poker brands, respectively. The results of operations of Fertitta Interactive were reported in discontinued operations in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2015, and the assets and liabilities of Fertitta Interactive were reported separately in the Condensed Consolidated Balance Sheet as of December 31, 2015. The Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 has not been adjusted for discontinued operations.

Income Taxes

The Company is a limited liability company treated as a partnership for income tax purposes and as such, is a pass-through entity which is not liable for income tax in the jurisdictions in which it operates. Accordingly, no provision for income taxes has been made in the condensed consolidated financial statements and the Company has no liability associated with uncertain tax positions.

Significant Accounting Policies

A description of the Company'’s significant accounting policies is included in ~~Item~~the 8audited offinancial statements within its Annual Report on Form 10–K for the year ended December 31, ~~2015~~2016.

Recently Issued and Adopted Accounting Standards

In January 2017, the Financial Accounting Standards Board (“FASB”) issued amended accounting guidance to simplify the test for goodwill impairment. The amended guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, a goodwill impairment is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill allocated to the reporting unit. The guidance is effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment tests performed after January 1, 2017. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations and anticipates early adoption in 2017.

In February 2016, the FASB issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations.

In May 2014, the FASB issued a new accounting standard for revenue recognition which requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of 2018 and is currently assessing which adoption method it will elect. Under the new standard, the current presentation of gross revenues for complementary goods and services provided to guests with a corresponding offsetting amount included in promotional allowances will be eliminated. In addition, the Company will be required to recognize a liability for the retail value of its performance obligations for points earned by guests under the Company’s player rewards program (“Rewards Program”). Currently, the Company records a liability and a charge to casino expense for the estimated cost of outstanding points earned under the Rewards Program that management believes ultimately will be redeemed. Upon adoption, the Company’s liability for performance obligations under the Rewards Program is expected to be recognized primarily as a reduction to casino revenue. When points are redeemed, revenues and expenses will be recognized and classified based on the goods and services provided and the associated liability will be relieved. The Company is currently evaluating the quantitative effects of the new standard on its financial statements and related disclosures.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~Recently~~(UNAUDITED) ~~Issued and Adopted Accounting Standards~~

In August 2016, the Financial Accounting Standards Board (“FASB”) issued amended accounting guidance intended to reduce diversity in practice in how cash receipts and cash payments are presented and classified in the statement of cash flows2. Native ~~The~~American ~~amendment~~Development addresses specific cash flow issues including the presentation and classification of debt prepayment or debt extinguishment costs and distributions received from equity method investees. The amended guidance also addresses the presentation and classification of separately identifiable cash flows and the application of the predominance principle. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 and early adoption is permitted. The Company will adopt this guidance in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its statement of cash flows.

InFollowing ~~March~~is ~~2016,~~information ~~the~~about ~~FASB issued amended accounting guidance that simplifies certain aspects of~~ the ~~accounting for share-based payments, including income taxes, classification of awards as either equity or liabilities and classification within the statement of cash flows. The~~ Company’s ~~adopted~~Native ~~this~~American ~~guidance~~development ~~during the second quarter of 2016 and the adoption had no impact on its financial position or results of operations~~activities.

InNorth ~~February~~Fork ~~2016,~~Rancheria the FASB issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of~~-use~~ ~~asset~~Mono ~~and~~Indian a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations.Tribe

InThe ~~September~~Company ~~2015,~~has ~~the~~development ~~FASB~~and ~~issued~~management ~~amended~~agreements ~~accounting~~with ~~guidance that simplifies~~ the ~~accounting~~North ~~for~~Fork ~~measurement-period~~Rancheria ~~adjustments~~of inMono ~~business~~Indians ~~combinations.~~(the ~~The~~“Mono”), ~~amended~~a ~~guidance~~federally ~~requires~~recognized anNative ~~acquirer~~American totribe ~~record~~located ~~changes~~near ~~in depreciation~~Fresno, ~~amortization~~California, orwhich ~~other~~were ~~income~~originally ~~effects,~~entered ifinto ~~any,~~in as2003. aIn ~~result~~August of2014, ~~changes~~the toMono ~~estimated~~and ~~amounts identified during~~ the ~~measurement~~Company ~~period,~~entered ininto the ~~reporting~~Second ~~period~~Amended inand ~~which~~Restated ~~the~~Development ~~adjustments~~Agreement ~~are~~(the ~~identified,~~“Development ~~calculated~~Agreement”) asand if the ~~accounting~~Second ~~had~~Amended ~~been~~and ~~completed~~Restated atManagement Agreement (the ~~acquisition~~“Management ~~date~~Agreement”). ~~The~~Pursuant ~~amended~~to ~~guidance~~those ~~also~~agreements, ~~requires~~the anCompany ~~entity~~will toassist ~~present separately on~~ the ~~face~~Mono ofin ~~the~~developing ~~income~~and ~~statement~~operating ora ~~disclose~~gaming inand ~~the~~entertainment ~~notes~~facility (the ~~portion~~“North ofFork ~~the~~Project”) ~~amount~~to ~~recorded~~be located in ~~current-period~~Madera ~~earnings~~County, byCalifornia. ~~line~~The ~~item,~~Company ~~that~~purchased ~~would~~a ~~have~~305 ~~been~~acre ~~recorded~~parcel inof ~~previous~~land ~~reporting~~adjacent ~~periods~~to ifHighway ~~the~~99 ~~adjustment~~north toof the ~~estimated~~city ~~amounts had been recognized as~~ of Madera (the ~~acquisition~~“North ~~date.~~Fork ~~The~~Site”), ~~Company~~which ~~adopted~~was ~~this~~taken ~~guidance~~into intrust for the ~~first~~benefit ~~quarter~~ of ~~2016 and~~ the ~~adoption~~Mono ~~had~~by nothe ~~impact~~Department onof ~~its~~the ~~financial~~Interior ~~position~~(“DOI”) orin ~~results~~February ~~of operations~~2013.

InAs ~~May~~currently ~~2014~~contemplated, the ~~FASB~~North ~~issued~~Fork aProject ~~new~~is ~~accounting~~expected ~~standard for revenue recognition which requires entities~~ to ~~recognize~~include ~~revenue~~approximately ~~when~~2,000 itslot ~~transfers~~machines, ~~promised~~approximately ~~goods~~40 ortable ~~services~~games toand ~~customers~~several inrestaurants, anand ~~amount that reflects~~ the ~~consideration~~cost toof ~~which~~ the ~~entity~~project ~~expects~~is expected to be ~~entitled~~between in$250 ~~exchange~~million ~~for~~and ~~those~~$300 ~~goods or services~~million. ~~The~~Development ~~new~~of ~~standard supersedes~~ the ~~existing~~North ~~accounting~~Fork ~~guidance~~Project ~~for~~is ~~revenue~~subject ~~recognition,~~to ~~including industry-specific guidance, and amends~~ certain ~~accounting~~governmental ~~guidance for recognition of gains~~ and ~~losses~~regulatory ~~on the transfer of non-financial assets. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15~~approvals, ~~2017. Early adoption is permitted for annual reporting periods (~~including ~~interim periods within those periods) beginning after December 15~~, ~~2016.~~but ~~Upon~~not ~~adoption,~~limited ~~financial statement issuers may elect~~ to ~~apply the new standard either retrospectively to each prior reporting period presented~~, orapproval ~~using~~of athe ~~modified~~Management ~~retrospective~~Agreement ~~approach~~ by ~~recognizing~~ the ~~cumulative~~Chairman ~~effect~~ of ~~initial application and providing certain additional disclosures. The Company will adopt this guidance in~~ the ~~first~~National ~~quarter~~Indian ofGaming ~~2018.~~Commission ~~The Company is currently evaluating the impact this guidance will have on its financial position and results of operations, and has not yet determined which adoption method it will elect~~(“NIGC”).

2Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. ~~Acquisition~~ The Company will contribute significant financial support to the North Fork Project. Through March 31, 2017, the Company has paid approximately $30.6 million of ~~Palms~~reimbursable ~~Casino~~advances ~~Resort~~to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of third-party financing or from the Mono’s gaming revenues; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company’s adoption of fresh-start reporting in 2011. At March 31, 2017, the carrying amount of the advances was $15.5 million. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered.

OnThe ~~October~~Company 1,will ~~2016,~~receive ~~the~~a ~~Company~~development ~~completed~~fee ~~its~~of ~~purchase~~4% of ~~Palms,~~the acosts ~~casino~~of ~~resort~~construction ~~located~~(as defined in ~~Las~~the ~~Vegas~~Development ~~that~~Agreement) ~~offers~~for ~~lodging~~its ~~accommodations~~development services, which will be paid upon the commencement of gaming, ~~dining,~~operations ~~and~~at ~~entertainment.~~the facility. The ~~Company~~Management ~~acquired~~Agreement ~~Palms~~allows ~~for~~the ~~$312.5~~Company ~~million,~~to ~~which~~receive ~~was~~a ~~adjusted~~management byfee anof ~~estimated~~40% ~~working~~of ~~capital~~the ~~adjustment,~~North ~~debt~~Fork ~~outstanding~~Project’s atnet ~~closing,~~income. ~~transaction~~The ~~expenses~~Management Agreement and ~~certain~~the ~~other~~Development ~~liabilities,~~Agreement ~~resulting~~have in a ~~purchase~~term ~~price~~of seven years from the opening of ~~$316~~the North Fork Project.7 ~~million,~~The ~~subject~~Management toAgreement aincludes ~~final~~termination ~~working~~provisions ~~capital~~whereby ~~adjustment. Of~~either ~~this~~party ~~amount~~may terminate the agreement for cause, ~~$314.2~~and ~~million~~the ~~was~~Management ~~funded~~Agreement asmay also be terminated at any time upon agreement of ~~September 30,~~the ~~2016~~parties. ~~from~~There ~~cash~~is onno ~~hand,~~provision ~~which~~in ~~included~~the ~~approximately~~Management ~~$130~~Agreement ~~million~~allowing ofthe ~~borrowings~~tribe ~~under~~to buy-out the ~~Company's~~agreement ~~revolving~~prior ~~credit~~to ~~facility~~its ~~and~~expiration. ~~accordingly,~~The ~~was~~Management ~~included~~Agreement inprovides ~~Other~~that ~~assets,~~the ~~net~~Company onwill train the ~~Condensed~~Mono ~~Consolidated~~tribal ~~Balance~~members ~~Sheet~~such atthat ~~September 30,~~they ~~2016~~may ~~until~~assume responsibility for managing the ~~October~~North 1,Fork ~~2016~~Project ~~acquisition~~upon ~~date~~the expiration of the agreement.

Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the North Fork Project may begin in the next 36 to 48 months and estimates that the North Fork Project would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining third-party financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~3. Native~~(UNAUDITED) ~~American Development~~

~~Following~~achievement isof ~~information~~all ~~about~~milestones and the successful resolution of all litigation and contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company'’s ~~Native~~estimates ~~American~~of ~~development~~the ~~activities~~timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

North Fork Rancheria of Mono Indian Tribe

The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a federally recognized Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the "Development Agreement") and the Second Amended and Restated Management Agreement (the "Management Agreement"). Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the "North Fork Project") to be located in Madera County, California. The Company purchased a 305-acre parcel of land located on Highway 99 north of the city of Madera (the "North Fork Site"), which was taken into trust for the benefit of the Mono by the Department of the Interior ("DOI") in February 2013.

As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games and several restaurants, and the cost of the project is expected to be between $250 million and $300 million. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, but not limited to, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission ("NIGC").

Under the Development Agreement, the Company will receive a development fee of 4% of the costs of construction and the costs of development of the North Fork Project (both as defined in the Development Agreement). Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. The Company will contribute significant financial support to the North Fork Project. Through September 30, 2016, the Company has paid approximately $28.8 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, secure the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of third-party financing or from the Mono's gaming revenues; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company's adoption of fresh-start reporting in 2011. At September 30, 2016, the carrying amount of the advances was $13.7 million.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the facility may begin in the next 36 to 48 months and estimates that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining third-party financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 65% to 75% at September 30, 2016. The Company's evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company's estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

	As of September 30, 2016
Federally recognized as an Indian tribe by the Bureau of Indian Affairs ("BIA")	Yes
Date of recognition	Federal recognition was terminated in 1966 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built	The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono in February 2013.
Status of obtaining regulatory and governmental approvals:
Tribal–state compact	A compact was negotiated and signed by the Governor of California and the Mono in August 2012. The Compact was ratified by the California State Assembly and Senate in May 2013 and June 2013, respectively. Opponents of the North Fork Project qualified a referendum, “Proposition 48,” for a state-wide ballot challenging the legislature’s ratification of the Compact. In November 2014, Proposition 48 failed. The State took the position that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact did not take effect under California law. In March 2015, the Mono filed suit against the State (see North Fork Rancheria of Mono Indians v. State of California) to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site.
Approval of gaming compact by DOI	The Compact was submitted to the DOI in July 2013. In October 2013, notice of the Compact taking effect was published in the Federal Register. The Secretarial Procedures supersede and replace the Compact.
Record of decision regarding environmental impact published by BIA	In November 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. In December 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe	The North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGC	In December 2015, the Mono submitted the Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. Approval of the Management Agreement by the NIGC is expected to occur following the Mono’s response to the deficiency letter. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
Gaming licenses:
Type	The North Fork Project will include the operation of Class II and Class III gaming, which are allowed pursuant to the terms of the Secretarial Procedures and IGRA, following approval of the Management Agreement by the NIGC.
Number of gaming devices allowed	The Secretarial Procedures allow for the operation of a maximum of 2,000 Class III slot machines at the facility during the first two years of operation and thereafter up to 2,500 Class III slot machines. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities	The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

(UNAUDITED)

The following table summarizes the Company’s evaluation at March 31, 2017 of each of the critical milestones necessary to complete the North Fork Project.



	As of March 31, 2017
Federally recognized as an Indian tribe by the Bureau of Indian Affairs (“BIA”)	Yes
Date of recognition	Federal recognition was terminated in 1966 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built	The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono in February 2013.
Status of obtaining regulatory and governmental approvals:
Tribal–state compact	A compact was negotiated and signed by the Governor of California and the Mono in August 2012. The California State Assembly and Senate passed Assembly Bill 277 (“AB 277”) which ratified the Compact in May 2013 and June 2013, respectively. Opponents of the North Fork Project qualified a referendum, “Proposition 48,” for a state-wide ballot challenging the legislature’s ratification of the Compact. In November 2014, Proposition 48 failed. The State took the position that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact did not take effect under California law. In March 2015, the Mono filed suit against the State (see North Fork Rancheria of Mono Indians v. State of California) to obtain a compact with the State or procedures from the Secretary of the Interior under which Class III gaming may be conducted on the North Fork Site. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site.
Approval of gaming compact by DOI	The Compact was submitted to the DOI in July 2013. In October 2013, notice of the Compact taking effect was published in the Federal Register. The Secretarial Procedures supersede and replace the Compact.
Record of decision regarding environmental impact published by BIA	In November 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. In December 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe	The North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGC	In December 2015, the Mono submitted the Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. Approval of the Management Agreement by the NIGC is expected to occur following the Mono’s response to the deficiency letter. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
Gaming licenses:
Type	The North Fork Project will include the operation of Class II and Class III gaming, which are allowed pursuant to the terms of the Secretarial Procedures and IGRA, following approval of the Management Agreement by the NIGC.
Number of gaming devices allowed	The Secretarial Procedures allow for the operation of a maximum of 2,000 Class III slot machines at the facility during the first two years of operation and thereafter up to 2,500 Class III slot machines. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities	The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies. The memoranda of understanding with the City and County were amended in December 2016 to restructure the timing of certain payments due to delays in the development of the North Fork Project.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

(UNAUDITED)

Following is a discussion of legal matters related to the North Fork Project.

Stand Up For California! v. Dept. of the Interior. In December 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the “Stand Up” plaintiffs) filed a complaint against the DOI, the BIA and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the Secretary’s determination to take the North Fork Site into trust for the purposes of gaming (the “North Fork Determination”) and seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust. The Mono filed a motion to intervene as a party to the lawsuit, which was granted. In January 2013, the Court denied the Stand Up plaintiffs’ Motion for Preliminary Injunction and the United States accepted the North Fork Site into trust for the benefit of the Mono in February 2013. The parties subsequently filed motions for summary judgment, oppositions to motions for summary judgment and responses thereto, all of which were filed by April 2015. OnIn September 6, 2016, the Court denied the Stand Up plaintiffs'’ motions for summary judgment and granted the defendants'’ and the Mono'’s motions for summary judgment in part and dismissed the remainder of the Stand Up plaintiffs'’ claims. In October 2016, the Stand Up plaintiffs filed a notice of appeal of the district court’s decision. The Stand Up plaintiffs’ filed their appellate brief on March 14, 2017, the Mono and federal defendants’ briefs are due May 15, 2017, the Stand Up plaintiffs’ reply brief is due June 15, 2017 and final briefs are due July 6, 2017.

Stand Up For California! v. Brown. In March 2013, Stand Up for California! and Barbara Leach, a local resident, filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against California Governor Edmund G. Brown, Jr., alleging that Governor Brown violated the California constitutional separation-of-powers doctrine when he concurred in the North Fork Determination. The complaint sought to vacate and set aside the Governor’s concurrence. Plaintiffs’ complaint was subsequently amended to include a challenge to the constitutionality of AB 277. The Mono intervened as a defendant in the lawsuit and both the State and the Mono filed demurrers to plaintiffs’ complaint. In March 2014, the court issued its Judgment of Dismissal dismissing plaintiffs’ amended complaint. In September 2014, plaintiffs filed their opening appellate brief appealing the Judgment of Dismissal. The State and the Mono subsequently filed their responsive briefs and the plaintiffs filed their reply brief in January 2015. Oral arguments were heard in July 2016. On ~~August~~December 2512, 2016, the ~~Appellate~~appellate ~~Court~~court ~~ordered~~ruled ~~the~~in ~~parties~~favor toof ~~submit~~the ~~supplemental~~Stand ~~briefs~~Up ~~addressing~~plaintiffs ~~questions~~concluding ~~arising~~that ~~from~~Governor ~~whether~~Brown ~~there~~exceeded ishis ~~any~~authority ~~legal~~in ~~significance~~concurring toin the ~~fact~~Secretary’s determination that gaming on the North Fork Site ~~was~~would ~~not~~be ~~“Indian~~in ~~lands”~~the atbest ~~the~~interest ~~time~~of the ~~Compact~~Tribe ~~was~~and ~~negotiated.~~not ~~The~~detrimental ~~parties~~to ~~submitted~~the ~~their~~surrounding ~~responses on September 15, 2016~~community. OnThe ~~October~~appellate 4,court’s ~~2016,~~decision ~~plaintiffs~~reversed ~~filed~~the atrial ~~motion~~court’s toprevious ~~strike~~ruling ain ~~portion~~favor of the Mono~~’s supplemental brief~~. The Mono ~~submitted~~and ~~its~~the ~~response~~State onfiled ~~October~~petitions ~~19,~~for ~~2016.~~review Itin ~~is anticipated that~~ the ~~Appellate~~Supreme Court ~~will~~of ~~issue~~California ~~its~~seeking ~~ruling~~review onof ~~or before December 14, 2016. Prior to~~ the appellate court’s ~~issuing~~decision. ~~its~~On ~~Judgment~~February of9, ~~Dismissal~~2017, the ~~Mono~~Stand ~~filed~~Up aplaintiffs ~~Cross-Complaint~~filed ~~against~~their ~~the~~answer ~~State alleging that Proposition 48 was invalid and unenforceable~~ to the ~~extent~~petitions ~~that~~for ~~it purports to invalidate the legislative ratification of the Compact~~review. The ~~State~~Mono and ~~the~~State’s ~~plaintiffs~~replies were filed ~~demurrers~~on ~~seeking~~February to21, ~~dismiss the Cross-Complaint~~2017. InOn ~~June~~March ~~2014~~22, 2017, the ~~court~~Supreme ~~sustained~~Court ~~the~~of ~~plaintiffs’~~California ~~and~~granted the ~~State’s~~Mono ~~demurrers~~ and ~~dismissed the Mono~~State’s ~~Cross-Complaint.~~petitions ~~The Mono timely filed their notice of appeal~~ for ~~dismissal~~review ~~of the Cross-Complaint~~ and indeferred ~~June~~additional ~~2015,~~briefing ~~filed~~or ~~their~~other ~~opening~~action ~~appellate~~in ~~brief.~~this Inmatter ~~September 2015,~~pending ~~plaintiffs~~consideration and ~~the~~disposition ~~State~~of ~~filed~~a ~~their~~related ~~responsive~~issue ~~briefs and~~ in ~~November~~United ~~2015~~Auburn ~~the~~Indian ~~Mono~~Community ~~filed~~of ~~its~~Auburn ~~reply~~Rancheria ~~brief~~v. ~~In May 2016, the parties stipulated to the dismissal of the Mono’s appeal~~Brown.

North Fork Rancheria of Mono Indians v. State of California. In March 2015, the Mono filed a complaint against the State alleging that the State violated 25 U.S.C. Section 2710(d)(7) et. seq. by failing to negotiate with the Mono in good faith to enter into a tribal-state compact governing Class III gaming on the Mono’s Indian lands. The compliant sought a declaration that the State failed to negotiate in good faith to enter into an enforceable tribal-state compact and an order directing the State to conclude an enforceable tribal-state compact within 60 days or submit to mediation. The Mono filed a motion for judgment on the pleadings in August 2015 and the State’s opposition and cross motion for judgment on the pleadings was filed in September 2015. In November 2015, the district court issued its order granting judgment in favor of the Mono and ordering the parties to conclude a compact within 60 days. The parties were unable to conclude a compact within such period and in January 2016 the district court filed its Order to Show Cause as to why the court should not order the parties to submit to mediation. In January 2016, the court also filed its order confirming the selection of a mediator and requiring the parties to submit their last, best offers for a compact to the mediator within ten days. In February 2016, the mediation was conducted and the mediator issued her decision selecting the Mono’s compact as the compact that best comports with the law and the orders from the district court. The State had 60 days in which to consent to the selected compact. The State failed to consent to the selected compact and in April 2016, the selected compact was submitted to the Secretary of the Interior for the adoption of procedures consistent with the terms of the selected compact to allow the Mono to conduct Class III gaming at the North Fork Site. In March 2016, the Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a motion to intervene in the lawsuit. In April 2016, the Mono and the State filed briefs opposing the intervention. In June 2016, the court denied Picayune’s motion to intervene, but requested briefing on issues raised by Picayune and allowed Picayune to file a brief as an amicus curiae. The Mono, State and Picayune filed briefs and reply briefs on July 15, 2016 and July 22, 2016, respectively. On July 29, 2016, the DOI issued the Secretarial Procedures. In August 2016, the court entered judgment and closed this case. No appeal was filed.

Picayune Rancheria of Chukchansi Indians v. Brown. In March 2016, Picayune filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown,

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~Jr.,~~(UNAUDITED) alleging that the referendum that invalidated the Compact also invalidated Governor Brown's concurrence with the North Fork Determination. The complaint seeks to vacate and set aside the Governor’s concurrence. In May, the Mono filed an ex-parte application to intervene in this case. In July 2016, the court granted the Mono’s application to intervene and the Mono filed a demurrer seeking to dismiss the case. Picayune filed its brief opposing the demurrer in September 2016, the Mono filed its reply brief on October 3, 2016, and oral arguments were scheduled for October 27, 2016. On October 20, 2016, the court vacated the hearing scheduled for October 27, 2016 in order to give the parties the opportunity to file briefs concerning the significance of the Third Appellate District Court of Appeal’s decision in United Auburn Indian Community of the Auburn Rancheria v. Brown. In that case, the appellate court ruled that Governor Brown had the power under state law to concur in the North Fork Determination. Picayune’s brief was due November 4, 2016 and the State and the Mono’s briefs are due on November 14, 2016. The court has indicated that it will issue a tentative decision by November 28, 2016.

Picayune Rancheria of Chukchansi Indians v. ~~United States Department of Interior~~Brown. In ~~July~~March 2016, Picayune filed a complaint infor ~~the~~declaratory ~~United~~relief ~~States~~and ~~District~~petition ~~Court~~ for ~~the~~writ ~~Eastern~~of ~~District~~mandate ofin California Superior Court for ~~declaratory~~the ~~and~~County ~~injunctive~~of ~~relief~~Madera against Governor Edmund G. Brown, Jr., alleging that the ~~DOI~~referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the North Fork Determination. The complaint seeks ato ~~declaration~~vacate ~~that~~and set aside the ~~North~~Governor’s ~~Fork~~concurrence. ~~Site~~In ~~does~~May, ~~not~~the ~~come~~Mono ~~under~~filed ~~one~~an ofex-parte application to intervene in this case. In July 2016, the ~~exceptions~~court granted the Mono’s application to intervene and the ~~general~~Mono ~~prohibition~~filed ~~against~~a ~~gaming~~demurrer onseeking ~~lands~~to ~~taken~~dismiss ~~into~~the ~~trust~~case. ~~after~~Picayune ~~October~~filed ~~1988~~its ~~set~~brief ~~forth~~opposing the demurrer in ~~IGRA~~September 2016, the Mono filed its reply brief in October 2016, and ~~therefore~~oral isarguments ~~not~~were ~~eligible~~scheduled for ~~gaming~~October 27, 2016. It ~~also~~On ~~seeks~~October a20, ~~declaration~~2016, ~~that~~the court vacated the ~~North~~hearing ~~Fork~~scheduled ~~Determination~~for ~~has~~October ~~expired~~27, ~~because~~2016 in order to give the ~~legislature~~parties ~~never~~the ~~ratified~~opportunity ~~Governor~~to ~~Brown~~file briefs concerning the significance of the Third Appellate District Court of Appeal’s ~~concurrence,~~decision ~~and~~in ~~seeks~~United ~~injunctive~~Auburn ~~relief~~Indian ~~prohibiting~~Community of the ~~DOI~~Auburn ~~from~~Rancheria ~~taking~~v. ~~any~~Brown. ~~action~~In ~~under~~that ~~IGRA~~case, ~~concerning~~ the ~~North~~appellate ~~Fork~~court ~~Site. The~~ruled ~~Mono~~that ~~filed~~Governor aBrown ~~motion~~had the power under state law to ~~intervene~~concur in ~~September~~the ~~2016.~~Secretary’s ~~The~~determination ~~Department~~that oftaking ~~Justice~~land ~~supported~~into trust for a tribe was in the ~~Mono's~~best ~~intervention~~interests of the tribe and ~~Picayune~~not ~~failed~~detrimental to ~~file~~the ~~any~~surrounding ~~opposition~~community. On ~~October~~November 2430, 2016, the district court ~~granted~~sustained the Mono'’s ~~motion~~and toState’s ~~intervene.~~demurrers Aand ~~briefing~~dismissed ~~schedule~~Picayune’s ~~has~~complaint. ~~been~~On ~~set~~January ~~pursuant~~10, to2017, ~~which~~ the ~~DOI~~court ~~will~~vacated ~~prepare~~its ruling on the ~~administrative~~demurrers ~~record~~based byon the December 1412, 2016, ~~and~~decision by the ~~parties~~Fifth ~~would~~District ~~each~~Court ~~file~~of ~~cross~~Appeal ~~motions~~in Stand Up for ~~summary~~California! ~~judgment~~v. Brown. On May 8, ~~with~~2017, ~~briefs~~the ~~due~~court onheld ~~January~~a ~~20,~~case ~~February~~management ~~21,~~conference ~~March~~to 21address how the case should proceed in light of the California Supreme Court’s granting of the Mono and ~~April~~State’s 18petitions for review in Stand Up for California! v. Brown. The court scheduled a subsequent case management conference for November 13, 2017., to address any further developments in the case pending in the California Supreme Court.

4Picayune Rancheria of Chukchansi Indians v. ~~Long~~ United States Department of the Interior. In July 2016, Picayune filed a complaint in the United States District Court for the Eastern District of California for declaratory and injunctive relief against the DOI. The complaint seeks a declaration that the North Fork Site does not come under one of the exceptions to the general prohibition against gaming on lands taken into trust after October 1988 set forth in IGRA and therefore is not eligible for gaming. It also seeks a declaration that the North Fork Determination has expired because the legislature never ratified Governor Brown’s concurrence, and seeks injunctive relief prohibiting the DOI from taking any action under IGRA concerning the North Fork Site. The Mono filed a motion to intervene in September 2016. The Department of Justice supported the Mono’s intervention and Picayune failed to file any opposition. In October 2016, the court granted the Mono’s motion to intervene. On March 24, 2017, the Mono and federal defendants filed their motions for summary judgment. On April 27, 2017, Picayune filed its opposition to the Mono and federal defendants’ cross-~~term~~motions ~~Debt~~for summary judgment and reply in support of its motion for summary judgment. The Mono and federal defendants’ reply briefs are due May 25, 2017 and a hearing on the parties’ motions is scheduled for May 30, 2017.

	September 30, 2016			December 31, 2015
$1.5 billion Term Loan B Facility, due June 8, 2023, interest at a margin above LIBOR or base rate (3.75% at September 30, 2016), net of unamortized discount and deferred issuance costs of $44.4 million at September 30, 2016	$	1,451,802		$	—
$225 million Term Loan A Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.02% at September 30, 2016), net of unamortized discount and deferred issuance costs of $7.9 million at September 30, 2016	214,335			—
$685 million Revolving Credit Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.33% at September 30, 2016)	130,000			—
$1.625 billion Term Loan B Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% at December 31, 2015), net of unamortized discount and deferred issuance costs of $45.6 million at December 31, 2015	—			1,423,026
$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate (6.00% at December 31, 2015)	—			20,000
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount and deferred issuance costs of $9.9 million and $11.3 million at September 30, 2016 and December 31, 2015, respectively	490,096			488,735
Restructured Land Loan, due June 17, 2017, interest at a margin above LIBOR or base rate (5.02% and 3.92% at September 30, 2016 and December 31, 2015, respectively), net of unamortized discount of $0.8 million and $2.1 million, respectively	115,089			112,517
Other long-term debt, weighted-average interest of 3.83% and 4.46% at September 30, 2016 and December 31, 2015, respectively, net of unamortized deferred issuance costs of $0.4 million at December 31, 2015, maturity dates ranging from 2017 to 2027	35,252			110,919
Total long-term debt	2,436,574			2,155,197
Current portion of long-term debt	(47,160		)	(88,937		)
Total long-term debt, net	$	2,389,414		$	2,066,260

Stand Up for California! et. al. v. United States Department of the Interior. In November 2016, Stand Up for California! and other plaintiffs filed a complaint in the United States District Court for the Eastern District of California alleging that the DOI’s issuance of Secretarial Procedures for the Mono was subject to the National Environmental Policies Act and the Clean Air Act, and violate the Johnson Act. The complaint further alleges violations of the Freedom of Information Act and the Administrative Procedures Act. The DOI filed its answer to the complaint in February 2017 denying plaintiffs’ claims and asserting certain affirmative defenses. On February 1, 2017, the Mono filed a motion to intervene, which was granted on March 8, 2017. The Stand Up plaintiffs’ motion for summary judgment is due by May 12, 2017. The Mono and federal defendants’ response and cross-motions for summary judgment are due by June 13, 2017. The Stand Up plaintiffs’ opposition and reply brief are due by July 13, 2017 and the Mono and federal defendants’ reply briefs are due by August 13, 2017.

New Credit Facility

In June 2016, the Company entered into a new credit agreement (the “New Credit Facility”) consisting of a $225 million term loan A facility (the “Term A Facility”), a $1.5 billion term loan B facility (the “Term B Facility”) and a $685 million revolving credit facility (the "Revolver").

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

At(UNAUDITED) September 30, 2016, the Company's borrowing availability under the Revolver, subject to continued compliance with the terms of the New Credit Facility, was $521.8 million, which was net of $130.0 million of outstanding borrowings and $33.2 million in outstanding letters of credit and similar obligations. The amount outstanding under the Revolver at September 30, 2016 was primarily used to fund the acquisition of Palms, as described in Note 2.

The Term A Facility and the Revolver will mature in June 2021. The Term B Facility will mature in June 2023. The Company must pay a 1.00% premium if it prepays the Term B Facility prior to June 8, 2017. The Company is required to make quarterly principal payments of $2.8 million on the Term A Facility and $3.8 Long-term ~~million~~Debt on the Term B Facility, in each case on the last day of each quarter. In addition, the Company is required to make mandatory payments of amounts outstanding under the New Credit Facility with the proceeds of certain casualty events, debt issuances, asset sales and equity issuances and, depending on its consolidated total leverage ratio, the Company is required to apply a portion of its excess cash flow to repay amounts outstanding under the New Credit Facility, which would reduce future quarterly principal payments.

Long-term debt consisted of the following (amounts in thousands):

The Term A Facility and debt incurred under the Revolver bear interest at a rate per annum, at the Company’s option, equal to either LIBOR plus an amount ranging from 1.75% to 2.75% or an alternate base rate plus an amount ranging from 0.75% up to 1.75%, depending on the Company’s consolidated total leverage ratio. The Term B Facility bears interest at a rate per annum, at the Company’s option, equal to either LIBOR plus 3.00%, or an alternate base rate plus 2.00%, subject to a minimum LIBOR rate of 0.75%. At September 30, 2016, the margin applicable to the Term A Facility and Revolver for LIBOR loans and alternate base rate loans was 2.50% and 1.50%, respectively.



	March 31, 2017			December 31, 2016
$1.625 billion Term Loan B Facility, due June 8, 2023, interest at a margin above LIBOR or base rate (3.45% and 3.75% at March 31, 2017 and December 31, 2016, respectively), net of unamortized discount and deferred issuance costs of $56.0 million and $42.9 million at March 31, 2017 and December 31, 2016, respectively	$	1,557,414		$	1,449,591
$225 million Term Loan A Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.70% and 3.20% at March 31, 2017 and December 31, 2016, respectively), net of unamortized discount and deferred issuance costs of $7.0 million and $7.4 million at March 31, 2017 and December 31, 2016, respectively	209,603			211,978
$685 million Revolving Credit Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (5.75% and 3.44% weighted average at March 31, 2017 and December 31, 2016, respectively)	35,000			120,000
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount and deferred issuance costs of $9.0 million and $9.4 million at March 31, 2017 and December 31, 2016, respectively	491,049			490,568
Restructured Land Loan, due June 17, 2017, interest at a margin above LIBOR or base rate (5.48% and 5.27% at March 31, 2017 and December 31, 2016, respectively), net of unamortized discount of $0.1 million and $0.6 million, respectively	43,193			115,378
Other long-term debt, weighted-average interest of 3.76% and 3.92% at March 31, 2017 and December 31, 2016, respectively, maturity dates ranging from 2018 to 2027	33,387			34,786
Total long-term debt	2,369,646			2,422,301
Current portion of long-term debt	(45,422		)	(46,063		)
Total long-term debt, net	$	2,324,224		$	2,376,238

~~Borrowings under the New~~ Credit Facility are guaranteed by all of the Company’s existing and future material restricted subsidiaries and are secured by pledges of all of the equity interests in the Company and its material restricted subsidiaries, a security interest in substantially all of the personal property of the Company and the subsidiary guarantors, and mortgages on the real property and improvements owned or leased by certain of the Company’s subsidiaries.

~~The~~In ~~New~~January ~~Credit~~2017, the Company amended its credit facility to increase the existing Term Loan B Facility ~~contains~~by $125.0 million to an aggregate outstanding principal amount of $1.6 billion and reduce the applicable margins for LIBOR and base rate loans by 50 basis points. As a ~~number~~result of ~~customary~~the ~~covenants~~increase ~~that,~~to ~~among~~the ~~other~~Term ~~things,~~Loan ~~restrict~~B Facility, ~~subject~~the required quarterly principal payments increased to ~~certain~~$4.1 ~~exceptions,~~million. The Company used the ~~ability~~proceeds of the ~~Company~~incremental Term Loan B Facility borrowings to repay outstanding borrowings under its Revolving Credit Facility and pay fees and expenses incurred in connection with the ~~subsidiary~~transaction, ~~guarantors~~including a repricing fee of $14.9 million, which represented 1.00% of the aggregate principal amount of the Term Loan B Facility outstanding prior to ~~incur~~the ~~debt;~~$125.0 ~~create~~million aincrease ~~lien~~in borrowings. The Company evaluated the transaction on ~~collateral;~~a ~~engage~~lender by lender basis in ~~mergers,~~accordance ~~consolidations~~with orthe ~~asset~~accounting ~~dispositions;~~guidance ~~pay~~for ~~dividends~~debt ormodifications ~~make~~and ~~distributions;~~extinguishments. ~~make~~The ~~investments~~majority of the transaction was accounted for as a debt modification and as a result, ~~loans~~the orCompany ~~advances;~~capitalized ~~engage~~$14.9 million in ~~certain~~related ~~transactions~~fees ~~with~~and ~~affiliates~~expenses orand ~~subsidiaries;~~recognized ora ~~modify~~$2.0 ~~their~~million ~~lines~~loss ofon ~~business~~debt extinguishment and modification, which was primarily related to third-party fees it incurred in connection with the repricing.

~~The~~In ~~New~~May ~~Credit~~2017, ~~Facility~~the ~~also~~Company ~~includes~~completed ~~certain~~a ~~financial~~series ~~covenants,~~of ~~including~~amendments ~~the~~to ~~requirements~~its ~~that~~credit ~~the~~facility ~~Company~~to ~~maintain~~increase ~~throughout~~ the ~~term~~existing ofTerm ~~the~~Loan ~~New~~A ~~Credit~~ Facility ~~and~~by ~~measured~~$50.0 asmillion ofto ~~the~~an ~~end~~aggregate ofoutstanding ~~each~~principal ~~quarter,~~amount aof ~~maximum~~$265.0 ~~consolidated~~million ~~total~~and ~~leverage~~reduce ~~ratio~~the ofapplicable ~~not~~margins ~~more~~for ~~than~~LIBOR ~~6.50~~and tobase ~~1.00~~rate ~~for~~loans ~~September~~under ~~30,~~the ~~2016~~Revolving ~~through~~Credit ~~June~~Facility ~~30,~~and ~~2017,~~Term ~~6.25~~Loan toA 1Facility.00 ~~for~~As ~~September 30~~amended, ~~2017~~the ~~through~~Revolving ~~September~~Credit ~~30,~~Facility ~~2018,~~and ~~5.75~~the toTerm ~~1.00~~Loan ~~for~~A ~~December~~Facility ~~31,~~bear ~~2018~~interest ~~through~~at ~~March~~a ~~31,~~rate ~~2019~~per annum, ~~5.50~~at tothe ~~1.00~~Company’s ~~for~~option, ~~June~~equal ~~30,~~to ~~2019~~either ~~through~~LIBOR ~~December~~plus ~~31,~~an ~~2019~~amount ~~and~~ranging 5from 1.2575% to 12.00% ~~thereafter.~~or ~~The~~base ~~Company~~rate isplus ~~also required to maintain~~ an ~~interest~~amount ~~coverage~~ranging ~~ratio~~from ~~of not less than 2~~0.5075% to 1.00%, ~~measured~~depending on the ~~last~~Company’s ~~day~~consolidated ofleverage ~~each quarter~~ratio. APrior ~~breach~~to of the ~~financial~~amendments, ~~ratio covenants shall only become an event of default under~~ the ~~Term~~Revolving BCredit Facility ifand the ~~lenders providing the~~ Term Loan A Facility ~~and~~bore ~~the~~interest ~~Revolver~~at ~~take certain affirmative actions after the occurrence of~~ a ~~default~~rate ofper ~~such financial ratio covenants. At September 30~~annum, ~~2016,~~at the Company'’s ~~total~~option ~~leverage~~and ~~ratio~~subject ~~was~~to ~~4.92~~a toleverage-based ~~1.00~~grid, ~~and~~of ~~its~~either ~~interest~~LIBOR ~~coverage~~plus ~~ratio~~an ~~was~~amount ~~4.50~~ranging tofrom 1.~~00,~~75% ~~both~~to as2.75% ~~defined~~or inbase ~~the~~rate ~~New~~plus ~~Credit~~an ~~Facility,~~amount ~~and~~ranging ~~the~~from ~~Company~~0.75% ~~believes~~to ~~it was in compliance with all applicable covenants~~1.75%.

~~The~~Also ~~proceeds~~in ~~from~~May 2017, the ~~New~~Company ~~Credit~~amended ~~Facility~~its ~~were~~credit ~~used~~facility to ~~repay~~increase ~~all amounts outstanding under~~ the ~~Company's~~Term ~~$1.625~~Loan ~~billion~~B ~~term~~Facility ~~loan~~by ~~facility~~an ~~and~~additional $~~350~~250.0 million ~~revolving~~to ~~credit~~an ~~facility~~aggregate ~~(together,~~outstanding ~~the~~principal ~~"Prior~~amount ~~Credit~~of ~~Facility"), which was terminated in June 2016~~$1.8 ~~Such transactions are referred to herein as the “Refinancing Transaction”~~billion. The Company ~~evaluated~~applied the ~~Refinancing~~proceeds ~~Transaction~~of onthe aincremental ~~lender~~borrowings byunder ~~lender basis and accounted for~~ the ~~portion~~Term ofLoan ~~the~~B ~~transaction~~Facility, ~~that~~together ~~did~~with ~~not~~cash ~~meet~~on ~~the~~hand, ~~accounting~~to ~~criteria~~pay for ~~debt~~the ~~extinguishment~~redemption asof ~~a debt modification~~$250.0 Asmillion ~~a result~~ of the ~~Refinancing Transaction, the~~ Company’s ~~recognized a $6~~7.650% ~~million~~Senior ~~loss~~Notes ~~on debt extinguishment~~ and ~~modification,~~to ~~which~~pay ~~included $2.9 million in third-party~~ fees and ~~the~~expenses ~~write-off~~incurred ~~of $3.7 million~~ in ~~unamortized~~connection ~~debt~~with ~~discount and debt issuance costs related to~~ the ~~extinguished principal amount under the Prior Credit Facility~~transactions.

~~Restructured~~The ~~Land~~credit ~~Loan~~facility governing the Company’s term loans and revolver contains a number of customary covenants including the requirements that the Company maintain throughout the term of the credit facility and measured as of the end of each quarter a minimum interest coverage ratio of 2.50 to 1.00 and a maximum consolidated total leverage ratio ranging from

The current portion of long-term debt at September 30, 2016 and December 31, 2015 excluded amounts outstanding under the $105 million restructured land loan due June 2017 (the "Restructured Land Loan"). In July 2016, CV Propco LLC (“CV Propco”), a wholly owned subsidiary of the Company, entered into the First Loan Modification Agreement and Omnibus Amendment (the "Land Loan Amendment") with respect to the amended and restated credit agreement governing the Restructured Land Loan, by and among CV Propco, NP Tropicana LLC, NP Landco Holdco LLC, the Company, as guarantor, and the lenders party thereto (the "Land Loan Lenders"). Pursuant to the Land Loan Amendment, CV Propco has three one-year extension options. CV Propco exercised its first one-year option to extend the maturity date of the Restructured Land Loan from June 2016 to June 2017 and paid an extension fee of $1.2 million. During the first extension period, the Restructured Land Loan bears interest at a rate per annum, at CV Propco's option, equal to either LIBOR plus 4.50% or an alternate base rate plus

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~3.50%. In~~(UNAUDITED) ~~connection with the Restructured Land Loan, CV Propco entered into agreements that cap LIBOR at 1.50% with a combined notional amount of $117 million.~~

~~Pursuant~~6.50 to ~~the~~1.00 ~~Land~~at ~~Loan~~March ~~Amendment~~31, ~~the~~2017 ~~Land~~to ~~Loan~~5.25 ~~Lenders agreed~~ to ~~release~~1.00 ~~their~~at ~~lien~~March on31, a2020 ~~parcel~~and ofthereafter. ~~land~~A ~~located~~breach onof the ~~northeast~~financial ~~corner~~ratio ofcovenants ~~Interstate~~shall 15only ~~and~~become ~~Cactus~~an ~~Avenue~~event inof ~~Las~~default ~~Vegas~~under (the ~~"Cactus~~Term ~~Assemblage")~~B ~~upon~~Loan aFacility ~~sale~~if of the ~~Cactus~~lenders ~~Assemblage~~providing ~~that satisfies specified conditions. One of~~ the ~~conditions~~Term toLoan ~~the~~A ~~release~~Facility ofand the ~~Cactus~~Revolving ~~Assemblage~~Credit isFacility atake ~~maximum~~certain ~~loan~~affirmative toactions ~~value~~after ~~ratio of 50% following such release, which~~ the ~~Company~~occurrence ~~may~~of ~~satisfy by delivering~~ a ~~guaranty~~default inof ansuch ~~amount~~financial upratio ~~to $40 million~~covenants. InAt ~~addition~~March 31, ~~if the Cactus Assemblage is sold on or before June 16,~~ 2017~~: (i) beginning on June 17~~, ~~2017,~~the ~~and~~Company’s ~~through all extension periods,~~ interest ~~will~~coverage ~~accrue~~ratio atwas ~~a rate equal to LIBOR plus~~ 4.~~50%~~58 ~~(as opposed~~ to 51.~~50%)~~00 ~~(ii)~~and ~~immediately~~its ~~upon~~consolidated ~~closing~~total ofleverage ~~the~~ratio ~~sale,~~was CV4.57 ~~Propco~~to ~~will have the option of paying cash interest at a rate per annum of LIBOR plus 3~~1.00%, ~~with~~both ~~the~~as ~~remaining~~defined ~~interest to be paid~~ in ~~kind, and (iii) CV Propco and NP Tropicana LLC will have~~ the ~~option,~~credit ~~exercisable on or before June 17~~facility, ~~2017, to repurchase the outstanding warrants to purchase 60% of the interests of CV Propco~~ and ~~NP Tropicana LLC that are currently held by~~ the ~~Land~~Company ~~Loan~~believes ~~Lenders~~it ~~for~~was ~~$4 million or to cancel such warrants for no consideration if the Restructured Land Loan is paid~~ in ~~full~~compliance onwith orall ~~before~~applicable ~~June 17, 2017~~covenants.

InRevolving ~~order~~Credit ~~for~~Facility CV Propco to execute the second and third one-year extension options, CV Propco is required to, among other things, pay an extension fee for each extension option equal to 1.00% of the Restructured Land Loan's then outstanding principal balance. CV Propco has the intent and ability to execute the second one-year extension option to extend the Restructured Land Loan's maturity date to June 17, 2018. Accordingly, the amounts outstanding under the Restructured Land Loan were excluded from the current portion of long-term debt at September 30, 2016.Availability

~~Other~~At ~~Debt~~March 31, 2017, the Company’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of its credit facility, was $616.8 million, which was net of $35.0 million in outstanding borrowings and $33.2 million in outstanding letters of credit and similar obligations. In April 2017, the Company borrowed $120.0 million under the Revolving Credit Facility to fund the purchase of entities that own certain land on which Texas Station and Boulder Station are located. See Note 9 for additional detail.

~~Included~~Restructured inLand Other long-term debt at December 31, 2015, was $51.5 million of debt associated with Fertitta Entertainment's credit facility, which was fully repaid as part of the Fertitta Entertainment Acquisition. Fertitta Entertainment recognized a loss on debt extinguishment of $0.5 million in connection with the repayment. Also included in Other long-term debt at December 31, 2015 was $21.3 million in debt related to an aircraft owned by a consolidated subsidiary of Fertitta Entertainment. Fertitta Entertainment sold this subsidiary to a related party in April 2016, as described in Note 10. Accordingly, the Company did not assume the debt related to the aircraft.Loan

5In March 2017, the Company’s wholly owned subsidiary, CV Propco, LLC (“CV Propco”), as borrower, and Deutsche Bank AG Cayman Islands Branch (“Deutsche Bank”) and JPMorgan Chase Bank, N. ~~Derivative~~A. ~~Instruments~~(“JPMorgan”), as initial lenders, amended the $105 million Restructured Land Loan. Pursuant to the amendment, CV Propco paid $61.8 million in full settlement of the $72.6 million outstanding principal amount owed to Deutsche Bank under the Restructured Land Loan. In addition, the outstanding warrants held by Deutsche Bank and JPMorgan to purchase 60% of the interests of both CV Propco and NP Tropicana LLC were canceled. Prior to the cancellation, the warrants were accounted for as noncontrolling interests.

The Company accounted for the $61.8 million settlement as consideration paid to Deutsche Bank to (i) extinguish the debt and (ii) acquire the warrants held by Deutsche Bank. Accordingly, the Company attributed $4.5 million of the $61.8 million to the acquisition of the warrants and $57.3 million to extinguishment of the debt. The settlement resulted in a $14.9 million gain on debt extinguishment, which at March 31, 2017, was deferred as a current liability within Other accrued liabilities on the Condensed Consolidated Balance Sheet. The Company expects to recognize the gain in June 2017, the date when all contingencies related to the settlement are expected to be satisfied.

At March 31, 2017, CV Propco had the intent and ability either to (i) execute its second one-year extension option to extend the Restructured Land Loan’s maturity date to June 17, 2018, or (ii) repay the remaining principal amount outstanding under the Restructured Land Loan using borrowings under the Company’s long-term Revolving Credit Facility. Accordingly, the amount outstanding under the Restructured Land Loan was presented within long-term debt at March 31, 2017.

7.50% Senior Notes

As noted above, the Company redeemed $250.0 million in aggregate principal amount of its 7.50% Senior Notes at a redemption price equal to 103.75% of the principal amount of such notes. Following the redemption, $250.0 million in aggregate principal amount of 7.50% Senior Notes remain outstanding.

4. Derivative Instruments

The Company’s objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps, including forward-starting swaps, as a primary part of its cash flow hedging strategy, which involves the receipt of variable interest–rate payments in exchange for fixed–rate payments without exchange of the underlying notional amount. The Company does not use derivative financial instruments for trading or speculative purposes.

InThe ~~June~~Company ~~2016,~~has in16 ~~connection~~interest ~~with~~rate ~~the~~swaps ~~Refinancing~~with ~~Transaction,~~four ~~the~~different ~~Company~~counterparties ~~terminated~~with ~~the~~maturity ~~cash~~dates ~~flow~~that ~~hedging~~run ~~relationship~~concurrently. ofThe ~~its~~ interest rate ~~swap~~swaps ~~that~~each ~~existed~~have atone-year terms that ~~time~~run consecutively which began in July 2016 and ~~paid~~will ~~$7.3~~end ~~million~~in July 2020 with predetermined fixed pay rates that increase with each new term to more closely align with the ~~counterparty.~~one–month AsLIBOR aforward ~~result~~curve as of the ~~termination~~trade date of the ~~hedging~~swaps. ~~relationship,~~The ~~cumulative~~Company ~~net~~pays ~~losses~~a weighted–average fixed rate of $60.185% ~~million~~during ~~that~~the ~~had~~first ~~been~~one-year ~~deferred~~term ending in ~~accumulated~~July ~~other~~2017, ~~comprehensive~~which ~~loss~~ will beincrease ~~amortized~~to ~~over~~a ~~the~~weighted–average ~~remaining~~rate ~~life~~ of approximately 1.11%, 1.39%, and 1.69% in the ~~original~~second, ~~swap~~third asand anfourth ~~increase~~one-year toterms, respectively. At March 31, 2017, the Company’s interest ~~expense~~rate ~~through~~swaps ~~July~~effectively ~~2017~~converted as$1.0 billion of the ~~hedged~~Company’s variable interest ~~payments~~rate ~~continue~~debt (based on one-month LIBOR that is subject to ~~occur~~a minimum of 0.75%) to a fixed rate of 3.45%.

Also in June 2016, the Company entered into 16 interest rate swaps with four different counterparties with maturity dates that run concurrently. The interest rate swaps each have one-year terms that run consecutively which began in July 2016 and will end in July 2020 with predetermined fixed pay rates that increase with each new term to more closely align with the one–month LIBOR forward curve as of the trade date of the swaps. The Company pays a weighted–average fixed rate of 0.85% during the first one-year term ending in July 2017, which will increase to a weighted–average rate of approximately 1.11%, 1.39%, and 1.69% in the second, third and fourth one-year terms, respectively. At September 30, 2016, the Company's interest rate swaps effectively converted $1.1 billion of the Company's variable interest rate debt (based on one-month LIBOR that is subject to a minimum of 0.75%) to a fixed rate of 3.85%.

The Company's interest rate swaps are presented on the Condensed Consolidated Balance Sheets at fair value. The fair value of the Company's derivative financial instruments as well as their classification on the Condensed Consolidated Balance

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

	Balance Sheet Classification	Fair Value
		September 30, 2016		December 31, 2015
Derivatives designated as hedging instruments:
Interest rate swaps	Other accrued liabilities	$	422	$	—
Interest rate swaps	Interest rate swaps and other long–term liabilities	4,569		8,334

(UNAUDITED)

The Company’s interest rate swaps were designated and qualified as cash flow hedges of forecasted interest payments. The fair value of the interest rate swaps, as well as their classification on the Condensed Consolidated Balance Sheets, is presented below (amounts in thousands):

The Company defers the gain or loss on the effective portion of the change in fair value of its interest rate swaps as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in accumulated other comprehensive loss are reclassified as an adjustment to interest expense. At September 30, 2016, approximately $5.9 million of deferred losses from the Company's interest rate swaps is expected to be reclassified from accumulated other comprehensive loss into earnings during the next twelve months, which includes the amortization of deferred losses from the Company's discontinued interest rate swap. The Company recognizes the gain or loss on any ineffective portion of the change in fair value of its interest rate swaps in the period in which the change occurs as a component of Change in fair value of derivative instruments in the Condensed Consolidated Statements of Income.



	Fair Value
	March 31, 2017		December 31, 2016
Prepaid expenses and other current assets	$	477	$	19
Other assets, net	11,788		10,661
Other accrued liabilities	—		8

Derivatives in Cash Flow Hedging Relationships	Amount of Loss on Derivatives Recognized in Other Comprehensive Loss (Effective Portion)						Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)						Location of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended September 30,							Three Months Ended September 30,							Three Months Ended September 30,
	2016			2015				2016			2015				2016		2015
Interest rate swaps	$	(219	)	$	(2,157	)	Interest expense, net	$	(1,732	)	$	(1,057	)	Change in fair value of derivative instruments	$	—	$	—

The Company defers the gain or loss on the effective portion of the change in fair value of its interest rate swaps as a component of other comprehensive income until the interest payments being hedged are recorded as interest expense, at which time the amounts in accumulated other comprehensive income are reclassified as an adjustment to interest expense. At March 31, 2017, approximately $0.6 million of deferred net gains from the Company’s interest rate swaps is expected to be reclassified from accumulated other comprehensive income into earnings during the next twelve months, which includes the amortization of deferred losses from a previously terminated interest rate swap. The Company recognizes the gain or loss on any ineffective portion of the change in fair value of its interest rate swaps in the period in which the change occurs as a component of Change in fair value of derivative instruments in the Condensed Consolidated Statements of Income.

Derivatives in Cash Flow Hedging Relationships	Amount of Loss on Derivatives Recognized in Other Comprehensive Loss (Effective Portion)						Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)						Location of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Nine Months Ended September 30,							Nine Months Ended September 30,							Nine Months Ended September 30,
	2016			2015				2016			2015				2016		2015
Interest rate swaps	$	(7,346	)	$	(6,945	)	Interest expense, net	$	(3,333	)	$	(7,222	)	Change in fair value of derivative instruments	$	87	$	(4	)

Information about gains and losses on derivative financial instruments held by the Company and their location within the condensed consolidated financial statements is presented below (amounts in thousands):

The Company has not posted any collateral related to its interest rate swap agreements; however, the Company's obligations under the interest rate swap agreements are subject to the security and guarantee arrangements applicable to the credit agreement governing the New Credit Facility. The interest rate swap agreements contain a cross–default provision under which the Company could be declared in default on its obligation under such agreements if certain conditions of default exist on the New Credit Facility. At September 30, 2016, the termination value of the Company's interest rate swaps, including accrued interest, was a net liability of $5.6 million. Had the Company been in breach of the provisions of the interest rate swap agreements, it could have been required to pay the termination value to settle the obligations.



Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) on Derivatives Recognized in Other Comprehensive Income (Loss) (Effective Portion)					Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)						Location of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,						Three Months Ended March 31,							Three Months Ended March 31,
	2017		2016				2017			2016				2017		2016
Interest rate swaps	$	1,393	$	(1,515	)	Interest expense, net	$	(1,535	)	$	(1,266	)	Change in fair value of derivative instruments	$	39	$	(3	)

The Company has not posted any collateral related to its interest rate swap agreements; however, the Company’s obligations under the interest rate swap agreements are subject to the security and guarantee arrangements applicable to the Company’s credit facility. The interest rate swap agreements contain a cross-default provision under which the Company could be declared in default on its obligation under such agreements if certain conditions of default exist on the Company’s credit facility. At March 31, 2017, the termination value of the Company’s interest rate swaps, including accrued interest, was a net asset of $12.3 million.

5. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

Information about the Company’s financial assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, is presented below (amounts in thousands):



			Fair Value Measurement at Reporting Date Using
	Balance at March 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swaps	$	12,265	$	—	$	12,265	$	—

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~6. Fair~~(UNAUDITED) ~~Value Measurements~~

Assets Measured at Fair Value on a Recurring Basis



			Fair Value Measurement at Reporting Date Using
	Balance at December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities	$	248	$	248	$	—	$	—
Interest rate swaps	$	10,680	$	—	$	10,680	$	—
Liabilities
Interest rate swaps	$	8	$	—	$	8	$	—

~~Information~~The ~~about~~fair value of the Company'’s ~~financial~~interest ~~assets~~rate ~~and~~swaps ~~liabilities~~were ~~measured~~determined atusing ~~fair~~widely ~~value~~accepted valuation techniques including discounted cash flow analysis on athe ~~recurring~~expected ~~basis,~~cash ~~aggregated~~flows byof the ~~level~~interest inrate swaps. This analysis reflects the ~~fair~~contractual ~~value~~terms ~~hierarchy~~of ~~within~~the ~~which~~interest ~~those~~rate ~~measurements~~swaps, ~~fall~~including the period to maturity, isand ~~presented~~uses ~~below~~observable ~~(amounts~~market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty’s nonperformance risk in ~~thousands):~~the fair value measurement.

			Fair Value Measurement at Reporting Date Using
	Balance at September 30, 2016		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	255	$	255	$	—	$	—
Liabilities
Interest rate swaps	$	4,991	$	—	$	4,991	$	—

			Fair Value Measurement at Reporting Date Using
	Balance at December 31, 2015		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	85	$	85	$	—	$	—
Liabilities
Interest rate swaps	$	8,334	$	—	$	8,334	$	—

(a) Available-for-sale securities are included in Other assets, net in the accompanying Condensed Consolidated Balance Sheets.

The fair value of the Company's interest rate swaps were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty's nonperformance risk in the fair value measurement.

Assets Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2015, the Company recognized an impairment charge of $1.9 million to write down the carrying amount of a parcel of land in Las Vegas to its estimated fair value of $2.0 million.

Fair Value of Long-term Debt

The estimated fair value of the Company'’s long-term debt compared with its carrying amount is presented below (amounts in millions):

	September 30, 2016		December 31, 2015
	March 31, 2017		December 31, 2016
Aggregate fair value	$	2,~~534~~460	$	2,~~177~~521
Aggregate carrying amount	2,~~437~~370		2,~~155~~422

The estimated fair value of the Company'’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.

6. Members’ Equity

Changes in Members’ Equity and Noncontrolling Interest

The changes in members’ equity and noncontrolling interest for the three months ended March 31, 2017 were as follows (amounts in thousands):



	Voting Units		Non-voting Units		Members’ Equity			Accumulated Other Comprehensive Income		Total Station Casinos LLC Members’ Equity			Noncontrolling Interest			Total Members’ Equity
Balance at December 31, 2016	$	—	$	—	$	612,820		$	7,967	$	620,787		$	15,678		$	636,465
Net income	—		—		56,100			—		56,100			2,261			58,361
Other comprehensive income	—		—		—			2,789		2,789			—			2,789
Share-based compensation	—		—		1,276			—		1,276			—			1,276
Distributions	—		—		(13,321		)	—		(13,321		)	(2,170		)	(15,491		)
Acquisition of subsidiary noncontrolling interests	—		—		5,016			—		5,016			(9,500		)	(4,484		)
Balance at March 31, 2017	$	—	$	—	$	661,891		$	10,756	$	672,647		$	6,269		$	678,916

At March 31, 2017, noncontrolling interest represented a 50% ownership interest in MPM.

On May 3, 2017, the Company announced that it would pay a cash distribution of $11.6 million to Station Holdco on May 29, 2017.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~7. Members'~~(UNAUDITED) ~~Equity~~

Changes in ~~Members'~~Accumulated ~~Equity~~Other ~~and~~Comprehensive ~~Noncontrolling Interest~~Income

The following table presents changes in accumulated other comprehensive income balances by component for the three months ended March 31, 2017 (amounts in thousands):

	Voting Units		Non-voting Units			Members'Equity			AccumulatedOtherComprehensiveLoss			Total Station Casinos LLC Members'Equity			NoncontrollingInterest			Total Members'Equity
	Unrealized Gain on Interest Rate Swaps		Unrealized Gain on Available-for-sale Securities			Unrecognized Pension Liability			Total
Balances, December 31, 2015	$	—	$	—		$	558,227		$	(5,303	)	$	552,924		$	20,785		$	573,709
Balances, December 31, 2016	$	7,822	$	139		$	6		$	7,967
Capital contributions	—		—			419,475			—			419,475			—			419,475
Unrealized gain arising during the period	1,393		10			—			1,403
Deemed distributions	—		—			(389,555		)	—			(389,555		)	—			(389,555		)
Amounts reclassified from accumulated other comprehensive income into income	1,535		(149		)	—			1,386
Unrealized loss on interest rate swaps, net	—		—			—			(4,013		)	(4,013		)	—			(4,013		)
Net current-period other comprehensive income (loss)	2,928		(139		)	—			2,789
Unrealized gain on available-for-sale securities	—		—			—			170			170			—			170
Balances, March 31, 2017	$	10,750	$	—		$	6		$	10,756
Share-based compensation	—		—			2,595			—			2,595			—			2,595
Net income	—		—			123,856			—			123,856			6,148			130,004
Distributions	—		—			(117,944		)	—			(117,944		)	(9,995		)	(127,939		)
Balances, September 30, 2016	$	—	$	—		$	596,654		$	(9,146	)	$	587,508		$	16,938		$	604,446

~~In May 2016, the Company received a capital contribution of $419~~7.5 Share-Based million from Station Holdco representing the net proceeds from Red Rock's IPO, which was used to pay the majority of the $460.0 million purchase price for the Fertitta Entertainment Acquisition. Deemed distributions represent the portion of the purchase price that was paid to the Fertitta Entertainment equity holders in connection with the Fertitta Entertainment Acquisition. See Note 1 for additional information.Compensation

AtRed ~~September 30,~~Rock ~~2016,~~maintains ~~noncontrolling~~an ~~interest~~equity ~~represented~~incentive aplan ~~50%~~which ~~ownership~~is ~~interest~~designed into ~~MPM~~attract, retain and ~~ownership~~motivate employees and to align the interests of those individuals with the ~~former~~interests ~~mezzanine~~of ~~lenders~~the ~~and~~Company. ~~former~~A ~~unsecured~~total ~~creditors~~of 11,585,479 shares of ~~Station~~Red ~~Casinos,~~Rock’s ~~Inc.~~Class ~~that~~A ~~hold~~common ~~warrants~~stock toare ~~purchase~~reserved ~~membership~~for ~~interests~~issuance inunder CVthe ~~Propco~~plan, ~~and~~of NPwhich ~~Tropicana~~4,596,616 ~~LLC~~shares were available for issuance at March 31, 2017.

The following table presents information about share-based compensation awards under the equity incentive plan:

In November 2016, the Company announced that it would pay a cash distribution of $11.6 million to Station Holdco on November 30, 2016.



	Restricted Class A Common Stock				Stock Options
	Shares		Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2017	199,411		$	15.26	1,637,029	$	19.71
Activity during the period:
Granted	176,732		21.74		3,159,955	21.73
Vested	(32,755	)	11.23		—	—
Forfeited or expired	—		—		—	—
Outstanding at March 31, 2017	343,388		$	18.98	4,796,984	$	21.04

~~Changes~~The inCompany ~~Accumulated~~recognized ~~Other~~share-based ~~Comprehensive~~compensation ~~Income~~expense ~~(Loss)~~of $1.3 million and $0.6 million, respectively, for the three months ended March 31, 2017 and 2016. At March 31, 2017, unrecognized share-based compensation cost was $32.9 million, which is expected to be recognized over a weighted-average period of 3.7 years.

~~The~~8. Write-downs ~~following~~and ~~table~~Other ~~presents changes in accumulated other comprehensive income (loss) balances by component for the nine months ended September 30~~Charges, ~~2016 (amounts in thousands):~~Net

	Unrealized Loss on Interest Rate Swaps			Unrealized (Loss) Gain on Available-for-sale Securities			Total
Balances, December 31, 2015	$	(5,279	)	$	(24	)	$	(5,303	)
Other comprehensive (loss) income before reclassifications	(7,346		)	170			(7,176		)
Amounts reclassified from accumulated other comprehensive loss into income	3,333			—			3,333
Net current-period other comprehensive (loss) income	(4,013		)	170			(3,843		)
Balances, September 30, 2016	$	(9,292	)	$	146		$	(9,146	)

Write-downs and other charges, net include various charges to record net losses on asset disposals and non-routine transactions. For the three months ended March 31, 2017, write-downs and other charges were $1.0 million, which included $0.8 million of development costs associated with various development and acquisition activities and a realized gain of $0.1 million on the sale of available-for-sale securities. For the three months ended March 31, 2016, write-downs and other charges were $2.4 million, which included $1.3 million in IPO-related advisory, legal and other costs that were not deferred as direct and incremental costs of the IPO, as well as $1.1 million in losses on asset disposals and severance expense.

89. ~~Share-Based~~Related ~~Compensation~~Party Transactions

InPrior ~~connection~~to ~~with~~April ~~the~~27, ~~IPO and Reorganization Transactions~~2017, ~~Red Rock granted equity incentive awards to~~ the Company's ~~executive~~leased ~~officers (other than~~ the ~~Company’s~~land ~~Chairman~~on ~~and~~which ~~Chief~~each ~~Executive~~of ~~Officer)~~Boulder Station and ~~certain~~Texas ~~other~~Station ~~employees~~is located pursuant to ~~the~~long-term ~~Red~~ground ~~Rock~~leases ~~Resorts,~~which ~~Inc.~~provided ~~2016~~for ~~Equity~~monthly ~~Incentive~~payments ~~Plan~~of ~~(the~~$222,933 ~~"Equity~~and ~~Incentive~~$366,435, ~~Plan")~~respectively, ~~which~~subject ~~is designed~~ to ~~attract,~~future ~~retain~~increases. ~~and~~The ~~motivate~~Company ~~employees~~leased ~~and~~this toland ~~align~~from ~~the~~entities ~~interests~~owned ofby ~~those~~the ~~individuals~~Frank ~~with~~J. ~~the~~Fertitta ~~interests~~and ofVictoria ~~the Company~~K. ~~The~~Fertitta ~~awards~~Revocable ~~consisted~~Family ofTrust (i)the ~~options~~“Related toLessor”). ~~acquire~~Frank 1J. Fertitta,~~687,205~~ ~~shares~~Jr. ofand ~~Red~~Victoria ~~Rock's~~K. ~~Class~~Fertitta Aare ~~common stock (~~the ~~"Class~~parents ~~A common stock") and 166,492 restricted shares~~ of ~~Class~~Frank ~~A common stock~~J. ~~The~~Fertitta ~~options~~III, ~~will~~the ~~vest~~Company’s inChairman ~~four~~and ~~annual~~Chief ~~installments~~Executive ~~of 25%~~Officer, and ~~the~~Lorenzo ~~exercise~~J. ~~price~~Fertitta, of the ~~options~~Company’s isVice ~~equal~~Chairman. toOn ~~the~~April ~~fair~~27, ~~market~~2017, ~~value of~~ the ~~Class~~Company Aacquired ~~common stock on~~ the ~~date~~land ofsubject ~~grant.~~to ~~The~~the ~~restricted~~ground ~~shares~~leases, ~~generally~~including ~~will~~the ~~vest~~residual ininterest ~~installments of 50%~~ in ~~each of~~ the ~~third~~gaming and ~~fourth~~hotel ~~years~~facilities ~~following~~and ~~the grant date. In addition,~~

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~concurrently~~(UNAUDITED) with the IPO, Red Rock issued 1,832,884 restricted shares of Class A common stock in substitution for Station Holdco profit units held by certain employees of the Company, of which 180,632 shares were unvested at the date of substitution. A total of 11,585,479 shares of Class A common stock are reserved for issuance under the Equity Incentive Plan.

	Restricted Class A Common Stock				Stock Options
	Shares		Weighted-average grant date fair value		Shares		Weighted-average grant date fair value		Weighted-average exercise price
Issued in substitution for unvested Station Holdco profit units	180,632		$	6.82	—		$	—	$	—
New awards	194,212		19.98		1,765,255		6.03		19.65
Vested during the period	(75,873	)	6.84		—		—		—
Forfeited during the period	(7,504	)	7.08		(27,333	)	6.00		19.50
Outstanding at September 30, 2016	291,467		$	15.58	1,737,922		$	6.03	$	19.65

other real property improvements thereon, for aggregate consideration of $120.0 million. As a result of such acquisition and the termination of the ground leases, the Company expects to recognize a charge in an amount equal to the difference between the aggregate consideration paid by the Company and the acquisition date fair value of the land and residual interests, which charge is expected to have a material impact on its net income and earnings per share for the three and six months ending June 30, 2017.

~~The Company recognized share-based compensation expense of $1~~10.3 Commitments ~~million~~ and $5.5 million, respectively, for the three and nine months ended September 30, 2016. For the post-IPO period from May 2, 2016 through September 30, 2016, the Company recognized $2.0 million of share-based compensation expense for awards issued under the Equity Incentive Plan. For the pre-IPO period from January 1, 2016 through May 1, 2016, the Company recognized share-based compensation expense of $3.5 million for awards issued under the three terminated plans described below. Share-based compensation expense was $4.2 million and $17.1 million, respectively, for the three and nine months ended September 30, 2015. At September 30, 2016, unrecognized share-based compensation cost was $12.9 million which is expected to be recognized over a weighted-average period of 3.4 years.Contingencies

~~Prior~~The toCompany ~~the~~and ~~IPO,~~its ~~the~~subsidiaries ~~Company~~are ~~had~~defendants ~~three~~in ~~share-based~~various ~~compensation~~lawsuits ~~plans,~~relating ~~which~~to ~~are~~routine ~~described~~matters ~~below~~incidental to their business. ~~These~~As ~~plans~~with ~~were~~all ~~terminated~~litigation, inno ~~connection~~assurance ~~with~~can be provided as to the ~~IPO~~outcome of any legal matters and ~~Reorganization~~litigation ~~Transactions~~inherently involves significant costs.

~~Station Holdco Profit Units Plan~~ 11. Segments

~~Under~~The ~~the~~Company ~~Station~~views ~~Holdco~~each ~~Amended~~of ~~and~~its ~~Restated~~Las ~~Profit~~Vegas ~~Units~~casino ~~Plan,~~properties ~~profit~~and ~~units~~each ~~in Station Holdco were awarded to certain~~ of ~~the~~its ~~Company's~~Native ~~employees,~~American ~~which~~management ~~were~~arrangements ~~subject~~as toindividual ~~service-based~~operating ~~vesting~~segments. ~~Holders~~The ofCompany ~~vested~~aggregates ~~profit~~all ~~units~~of ~~were~~its ~~entitled~~Las toVegas ~~participate~~operating insegments ~~Station~~into ~~Holdco's~~one ~~distributions,~~reportable ~~subject~~segment tobecause ~~certain~~all ~~preferred distribution rights~~ of ~~the~~its ~~LLC~~Las ~~Unit~~Vegas ~~holders.~~properties ~~Restricted~~offer ~~shares~~similar ofproducts, ~~Class~~cater ~~A common stock were issued~~ to ~~current~~the ~~and~~same ~~former~~customer ~~employees~~base, ofhave the ~~Company~~same inregulatory ~~substitution for all outstanding vested~~ and ~~unvested~~tax ~~profit~~structure, ~~units~~share onthe asame ~~value-for-value~~marketing ~~basis.~~techniques, ~~Unvested~~are ~~restricted~~directed ~~shares~~by ~~awarded~~a incentralized ~~substitution~~management ~~for~~structure ~~unvested~~and ~~Station~~have ~~Holdco~~similar ~~profit~~economic ~~units~~characteristics. ~~shall~~The ~~continue~~Company toalso ~~vest~~aggregates ~~under~~its ~~the~~Native ~~same~~American ~~terms~~management asarrangements ~~the~~into ~~related~~one ~~profit~~reportable ~~unit awards~~segment.

Fertitta Entertainment Profit Units Plan

The Fertitta Entertainment Profit Units Plan provided for the issuance of Fertitta Entertainment profit interests ("FE Profit Interests") to certain key executives of Fertitta Entertainment. The FE Profit Interests vested over requisite service periods of four to five years. Holders of FE Profit Interests were entitled to participate in Fertitta Entertainment's distributions, subject to the return of capital contributions made by the common unit holders and certain other preferred distribution rights. The Company applied liability accounting for certain awards of FE Profit Interests that were subject to cash settlement and remeasured the liability awards at fair value each reporting period. A liability of $15.8 million related to these awards was included in Interest rate swaps and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheet at December 31, 2015. Upon completion of the Fertitta Entertainment Acquisition, all outstanding FE Profit Interests were settled, including the liability awards which were settled for $18.7 million.

FI Station Investor Profit Units Plan

Certain key executives of Fertitta Entertainment were issued profit interest awards by FI Station Investor LLC ("FI Station Investor") pursuant to the FI Station Investor Profit Units Plan (the "FI Profit Interests"). FI Station Investor is an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta. Holders of FI Profit Interests were entitled to participate in FI Station Investor's distributions, subject to the return of capital contributions made by the common unit holders and certain other preferred distribution rights. Immediately prior to the completion of the IPO, FI Station Investor distributed a portion of its LLC Units to holders of FI Profit Interests in settlement of such profit interests.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~9. Write-downs~~(UNAUDITED) ~~and Other Charges, Net~~

The Company utilizes Adjusted EBITDA as the primary measure of each of its properties’ performance. The Company’s segment information and a reconciliation of net income to Adjusted EBITDA is presented below (amounts in thousands):

Write-downs and other charges, net include various charges to record net losses on asset disposals and non-routine transactions, and consisted of the following (amounts in thousands):



	Three Months Ended March 31,
	2017			2016
Net revenues
Las Vegas operations	$	386,238		$	331,458
Native American management	30,105			26,487
Reportable segment net revenues	416,343			357,945
Corporate and other	1,389			1,302
Net revenues	$	417,732		$	359,247

Net income	$	58,361		$	59,503
Adjustments
Preopening	30			348
Depreciation and amortization	45,253			39,427
Share-based compensation	1,276			620
Write-downs and other charges, net	1,028			2,368
Interest expense, net	34,944			35,068
Loss on extinguishment/modification of debt	2,019			—
Change in fair value of derivative instruments	(39		)	3
Adjusted EBITDA attributable to MPM noncontrolling interest	(4,638		)	(4,121		)
Adjusted EBITDA (a)	$	138,234		$	133,216

Adjusted EBITDA
Las Vegas operations	$	120,566		$	119,010
Native American management	23,317			20,432
Reportable segment Adjusted EBITDA	143,883			139,442
Corporate and other	(5,649		)	(6,226		)
Adjusted EBITDA	$	138,234		$	133,216

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Transaction-related costs	$	—	$	3,716	$	9,038	$	4,363
Development costs	1,057		—		2,364		—
Loss on disposal of assets, net	159		1,010		2,361		1,441
Severance expense	163		317		787		847
Other, net	—		10		163		795
	$	1,379	$	5,053	$	14,713	$	7,446

________________________________________________________

~~Transaction-related~~(a) ~~costs~~Adjusted ~~included~~EBITDA ~~costs~~includes ~~related~~net toincome ~~IPO-related~~plus ~~advisory~~preopening, ~~legal~~depreciation and ~~other~~amortization, ~~costs~~share-based ~~that~~compensation, ~~were~~write-downs ~~not deferred as direct~~ and ~~incremental~~other ~~costs~~charges, ofnet, ~~the~~interest ~~IPO~~expense, asnet, ~~well~~loss ason ~~costs~~extinguishment/modification ~~related~~of todebt ~~the~~and ~~Fertitta~~change ~~Entertainment~~in ~~Acquisition.~~fair ~~Development~~value ~~costs~~of ~~included~~derivative ~~costs~~instruments, ~~associated~~and ~~with~~excludes ~~various~~Adjusted ~~development~~EBITDA ~~and~~attributable ~~acquisition~~to ~~activities, including~~ the ~~acquisition~~noncontrolling interests of ~~Palms, as discussed in Note 2~~MPM.

10. Related Party Transactions

The Company has entered into various transactions with related parties, including credit agreements with certain lenders including Deutsche Bank AG Cayman Islands Branch (“Deutsche Bank”), which owns approximately 17% of the LLC Units, ground leases and other transactions, which are described in the Company's Annual Report on Form 10–K for the year ended December 31, 2015. During the nine months ended September 30, 2016, the Company entered into additional related party transactions including the Fertitta Entertainment Acquisition and the Refinancing Transaction, which are described in Notes 1 and 4, respectively. Other related party transactions are described below.

In April 2012, Fertitta Entertainment entered into a non-recourse secured note receivable due April 30, 2019 from Fertitta Investment LLC (“FI”), the parent of FI Station Investor LLC, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta, under which Fertitta Entertainment could lend or advance up to a maximum of $15.0 million. The principal balance accrued interest at an annual rate of 4.99%. The carrying amount of the note receivable was $17.6 million at December 31, 2015, which included unpaid interest of $2.7 million. The note receivable was paid in full in April 2016.

In May 2016, the Company reimbursed German American Capital Corporation ("GACC"), an indirect wholly owned subsidiary of Deutshe Bank, approximately $2.1 million for expenses incurred by GACC in connection with the IPO and Reorganization Transactions. Additionally, the Company paid a financial advisory fee in the amount of $4.0 million to Deutsche Bank Corporate Finance for services provided in connection with the IPO and Reorganization Transactions.

Fertitta Entertainment entered into various agreements for partial use of and to share in the cost of aircraft with Fertitta Enterprises, Inc., a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust. Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III and Lorenzo J. Fertitta. The agreements were terminated in April 2016. Selling, general and administrative expenses related to these agreements were $1.1 million for the nine months ended September 30, 2016, and $0.5 million and $1.7 million for the three and nine months ended September 30, 2015, respectively.

In April 2016, Fertitta Entertainment sold all of the outstanding membership interest in FE Aviation II LLC ("FE Aviation") to Fertitta Business Management LLC, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta for $8.0 million. The carrying amount of FE Aviation exceeded the sales price by approximately $0.5 million, which was recognized as a deemed distribution.

11. Commitments and Contingencies

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant costs.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

~~12. Segments~~(UNAUDITED)

~~The Company views each of its Las Vegas casino properties and each of its Native American management arrangements as individual operating segments~~12. Condensed ~~The~~Consolidating ~~Company~~Financial ~~aggregates~~Information all of its Las Vegas operating segments into one reportable segment because all of its Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net revenues
Las Vegas operations	$	318,253		$	299,539		$	972,587		$	936,585
Native American management	27,597			22,619			81,404			63,288
Reportable segment net revenues	345,850			322,158			1,053,991			999,873
Corporate and other	1,290			1,439			3,882			4,311
Net revenues	$	347,140		$	323,597		$	1,057,873		$	1,004,184
Adjusted EBITDA (a)
Las Vegas operations	$	94,322		$	87,179		$	317,959		$	300,261
Native American management	21,624			16,576			62,152			45,332
Reportable segment Adjusted EBITDA	115,946			103,755			380,111			345,593
Corporate and other	(5,337		)	(7,901		)	(17,613		)	(20,007		)
Adjusted EBITDA	110,609			95,854			362,498			325,586
Other operating (expense) income
Preopening	(10		)	(707		)	(731		)	(1,121		)
Depreciation and amortization	(36,240		)	(32,893		)	(114,103		)	(103,896		)
Share-based compensation	(1,301		)	(4,239		)	(5,523		)	(17,097		)
Donation to UNLV	—			—			—			(2,500		)
Asset impairment	—			(100		)	—			(2,101		)
Write-downs and other charges, net	(1,379		)	(5,053		)	(14,713		)	(7,446		)
Settlement agreement	—			—			1,133			—
Adjusted EBITDA attributable to MPM noncontrolling interest	3,715			4,207			13,047			12,559
Operating income and earnings from joint ventures	75,394			57,069			241,608			203,984
Other (expense) income
Interest expense, net	(35,275		)	(36,053		)	(104,421		)	(109,030		)
Loss on extinguishment/modification of debt	(186		)	—			(7,270		)	(90		)
Change in fair value of derivative instruments	—			—			87			(4		)
Income from continuing operations	39,933			21,016			130,004			94,860
Discontinued operations	—			(6		)	—			(171		)
Net income	$	39,933		$	21,010		$	130,004		$	94,689

In March 2013, the Company issued $500 million in aggregate principal amount of 7.50% senior notes due 2021 (the “7.50% Senior Notes”) pursuant to an indenture among the Company (the “Parent”), the guarantors party thereto (the “Guarantor Subsidiaries”) and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and its subsidiaries, MPM, and SC Restaurant Holdco LLC. The following condensed consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are 100% owned subsidiaries of the Company (the issuer of the 7.50% Senior Notes), (ii) the guarantees are joint and several, and (iii) the guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10. The guarantee of a Guarantor Subsidiary will be automatically released in certain customary circumstances, such as when such Guarantor Subsidiary is sold or all of the assets of such Guarantor Subsidiary are sold, the capital stock is sold, when such Guarantor Subsidiary is designated as an “unrestricted subsidiary” for purposes of the indenture, or upon legal defeasance or satisfaction and discharge of the indenture.

________________________________________________________

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

(aUNAUDITED) Adjusted EBITDA includes net income plus preopening, depreciation and amortization, share-based compensation, a donation to UNLV, asset impairment, write-downs and other charges, net, interest expense, net, loss on extinguishment/modification of debt and change in fair value of derivative instruments, and excludes the impact of a settlement agreement, Adjusted EBITDA attributable to the noncontrolling interests of MPM and discontinued operations.

13. Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2017 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,523	$	109,174	$	—		$	112,697	$	2,941	$	—		$	115,638
Restricted cash	—		2,603		—			2,603		—		—			2,603
Receivables, net	3,187		37,559		—			40,746		5,066		—			45,812
Intercompany receivables	3,041		—		—			3,041		—		(3,041		)	—
Loans to parent	—		941,953		(941,953		)	—		—		—			—
Inventories	—		10,715		—			10,715		142		—			10,857
Prepaid gaming tax	—		22,506		—			22,506		136		—			22,642
Prepaid expenses and other current assets	7,824		6,606		—			14,430		360		—			14,790
Assets held for sale	—		—		—			—		19,020		—			19,020
Total current assets	17,575		1,131,116		(941,953		)	206,738		27,665		(3,041		)	231,362
Property and equipment, net	69,276		2,369,389		—			2,438,665		9,485		—			2,448,150
Goodwill	1,234		194,442		—			195,676		—		—			195,676
Intangible assets, net	1,000		134,170		—			135,170		8,954		—			144,124
Land held for development	—		83,700		—			83,700		80,000		—			163,700
Investments in joint ventures	—		10,187		—			10,187		—		—			10,187
Native American development costs	—		15,536		—			15,536		—		—			15,536
Investments in subsidiaries	3,837,793		6,232		(3,786,996		)	57,029		—		(57,029		)	—
Other assets, net	40,084		18,301		—			58,385		1,075		—			59,460
Total assets	$	3,966,962	$	3,963,073	$	(4,728,949	)	$	3,201,086	$	127,179	$	(60,070	)	$	3,268,195

In March 2013, the Company issued $500 million in aggregate principal amount of 7.50% senior notes due 2021 (the "7.50% Senior Notes") pursuant to an indenture among the Company (the "Parent"), the guarantors party thereto (the "Guarantor Subsidiaries") and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and its subsidiaries, MPM, and SC Restaurant Holdco LLC. The following condensed consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are 100% owned subsidiaries of the Company (the issuer of the 7.50% Senior Notes), (ii) the guarantees are joint and several, and (iii) the guarantees are "full and unconditional," as those terms are used in Regulation S-X Rule 3-10. The guarantee of a Guarantor Subsidiary will be automatically released in certain customary circumstances, such as when such Guarantor Subsidiary is sold or all of the assets of such Guarantor Subsidiary are sold, the capital stock is sold, when such Guarantor Subsidiary is designated as an "unrestricted subsidiary" for purposes of the indenture, or upon legal defeasance or satisfaction and discharge of the indenture.

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING BALANCE SHEETSSEPTEMBER 30, 2016(amounts in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,115	$	88,129	$	—		$	91,244		$	2,870	$	—		$	94,114
Receivables, net	2,123		29,046		—			31,169			3,948		—			35,117
Intercompany receivables	3,510		—		—			3,510			—		(3,510		)	—
Advances to subsidiaries	16,911		—		(16,911		)	—			—		—			—
Loans to parent	—		796,120		(796,120		)	—			—		—			—
Inventories	—		9,285		—			9,285			136		—			9,421
Prepaid gaming tax	—		20,518		—			20,518			137		—			20,655
Prepaid expenses and other current assets	7,721		3,105		—			10,826			171		—			10,997
Assets held for sale	—		2,000		—			2,000			19,020		—			21,020
Total current assets	33,380		948,203		(813,031		)	168,552			26,282		(3,510		)	191,324
Property and equipment, net	74,810		2,056,333		—			2,131,143			9,970		—			2,141,113
Goodwill	1,234		194,442		—			195,676			—		—			195,676
Intangible assets, net	1,045		121,148		—			122,193			14,054		—			136,247
Land held for development	—		83,700		—			83,700			80,000		—			163,700
Investments in joint ventures	—		10,674		—			10,674			—		—			10,674
Native American development costs	—		13,717		—			13,717			—		—			13,717
Investments in subsidiaries	3,283,439		7,401		(3,297,660		)	(6,820		)	—		6,820			—
Other assets, net	345,250		16,034		—			361,284			1,001		—			362,285
Total assets	$	3,739,158	$	3,451,652	$	(4,110,691	)	$	3,080,119		$	131,307	$	3,310		$	3,214,736

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) MARCH 31, 2017 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	5,197	$	22,004	$	—		$	27,201	$	384	$	—		$	27,585
Accrued interest payable	5,840		19		—			5,859		7		—			5,866
Other accrued liabilities	15,687		140,733		—			156,420		17,252		—			173,672
Intercompany payables	—		—		—			—		3,041		(3,041		)	—
Loans from subsidiaries	941,953		—		(941,953		)	—		—		—			—
Current portion of long-term debt	44,643		779		—			45,422		—		—			45,422
Total current liabilities	1,013,320		163,535		(941,953		)	234,902		20,684		(3,041		)	252,545
Long-term debt, less current portion	2,279,676		1,355		—			2,281,031		43,193		—			2,324,224
Deficit investment in joint venture	—		2,281		—			2,281		—		—			2,281
Other long-term liabilities	1,319		8,906		—			10,225		4		—			10,229
Total liabilities	3,294,315		176,077		(941,953		)	2,528,439		63,881		(3,041		)	2,589,279
Members’ equity:
Total Station Casinos LLC members’ equity (deficit)	672,647		3,786,996		(3,786,996		)	672,647		57,029		(57,029		)	672,647
Noncontrolling interest	—		—		—			—		6,269		—			6,269
Total members’ equity	672,647		3,786,996		(3,786,996		)	672,647		63,298		(57,029		)	678,916
Total liabilities and members’ equity	$	3,966,962	$	3,963,073	$	(4,728,949	)	$	3,201,086	$	127,179	$	(60,070	)	$	3,268,195

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)SEPTEMBER 30, 2016(amounts in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	6,385	$	18,651	$	—		$	25,036	$	409		$	—		$	25,445
Accrued interest payable	7,287		21		—			7,308		16			—			7,324
Other accrued liabilities	16,820		111,896		—			128,716		2,165			—			130,881
Intercompany payables	—		—		—			—		3,510			(3,510		)	—
Loans from subsidiaries	796,120		—		(796,120		)	—		—			—			—
Advances from parent	—		16,911		(16,911		)	—		—			—			—
Current portion of long-term debt	45,910		1,250		—			47,160		—			—			47,160
Total current liabilities	872,522		148,729		(813,031		)	208,220		6,100			(3,510		)	210,810
Long-term debt, less current portion	2,272,670		1,655		—			2,274,325		115,089			—			2,389,414
Deficit investment in joint venture	—		2,258		—			2,258		—			—			2,258
Interest rate swaps and other long-term liabilities	6,458		1,350		—			7,808		—			—			7,808
Total liabilities	3,151,650		153,992		(813,031		)	2,492,611		121,189			(3,510		)	2,610,290
Members' equity:
Total Station Casinos LLC members' equity (deficit)	587,508		3,297,660		(3,297,660		)	587,508		(6,820		)	6,820			587,508
Noncontrolling interest	—		—		—			—		16,938			—			16,938
Total members' equity	587,508		3,297,660		(3,297,660		)	587,508		10,118			6,820			604,446
Total liabilities and members' equity	$	3,739,158	$	3,451,652	$	(4,110,691	)	$	3,080,119	$	131,307		$	3,310		$	3,214,736

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2016 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	6,455	$	120,307	$	—		$	126,762		$	3,197	$	—		$	129,959
Restricted cash	—		2,377		—			2,377			—		—			2,377
Receivables, net	3,719		36,041		—			39,760			3,787		—			43,547
Intercompany receivables	4,775		—		—			4,775			—		(4,775		)	—
Loans to parent	—		846,947		(846,947		)	—			—		—			—
Inventories	—		11,835		—			11,835			121		—			11,956
Prepaid gaming tax	—		19,933		—			19,933			133		—			20,066
Prepaid expenses and other current assets	7,577		3,457		—			11,034			160		—			11,194
Assets held for sale	—		—		—			—			19,020		—			19,020
Total current assets	22,526		1,040,897		(846,947		)	216,476			26,418		(4,775		)	238,119
Property and equipment, net	67,860		2,360,613		—			2,428,473			9,656		—			2,438,129
Goodwill	1,234		194,442		—			195,676			—		—			195,676
Intangible assets, net	1,000		136,696		—			137,696			11,503		—			149,199
Land held for development	—		83,700		—			83,700			80,000		—			163,700
Investments in joint ventures	—		10,572		—			10,572			—		—			10,572
Native American development costs	—		14,844		—			14,844			—		—			14,844
Investments in subsidiaries	3,676,365		6,142		(3,691,790		)	(9,283		)	—		9,283			—
Other assets, net	40,552		18,030		—			58,582			1,146		—			59,728
Total assets	$	3,809,537	$	3,865,936	$	(4,538,737	)	$	3,136,736		$	128,723	$	4,508		$	3,269,967

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING BALANCE SHEETSDECEMBER 31, 2015(amounts in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	5,897	$	107,114	$	—		$	113,011	$	3,415	$	—		$	116,426
Receivables, net	2,171		28,636		(151		)	30,656		4,878		(29		)	35,505
Intercompany receivables	3,143		—		—			3,143		—		(3,143		)	—
Advances to subsidiaries	110,928		—		(110,928		)	—		—		—			—
Loans to parent	—		660,574		(660,574		)	—		—		—			—
Inventories	25		10,193		—			10,218		111		—			10,329
Prepaid gaming tax	—		19,366		—			19,366		138		—			19,504
Prepaid expenses and other current assets	6,167		2,470		—			8,637		228		—			8,865
Assets held for sale	—		2,000		—			2,000		19,020		—			21,020
Current assets of discontinued operations	—		—		—			—		197		—			197
Total current assets	128,331		830,353		(771,653		)	187,031		27,987		(3,172		)	211,846
Property and equipment, net	73,254		2,056,475		—			2,129,729		10,931		—			2,140,660
Goodwill	1,234		194,442		—			195,676		—		—			195,676
Intangible assets, net	1,045		127,249		—			128,294		21,703		—			149,997
Land held for development	—		83,700		—			83,700		80,000		—			163,700
Investments in joint ventures	—		10,955		—			10,955		3,036		—			13,991
Native American development costs	—		11,908		—			11,908		—		—			11,908
Related party note receivable	—		17,568		—			17,568		—		—			17,568
Investments in subsidiaries	3,013,544		11,248		(3,019,569		)	5,223		—		(5,223		)	—
Other assets, net	10,103		16,091		—			26,194		571		—			26,765
Total assets	$	3,227,511	$	3,359,989	$	(3,791,222	)	$	2,796,278	$	144,228	$	(8,395	)	$	2,932,111

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) DECEMBER 31, 2016 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	7,417	$	22,761	$	—		$	30,178	$	326		$	—		$	30,504
Accrued interest payable	15,799		8		—			15,807		34			—			15,841
Other accrued liabilities	13,298		137,395		—			150,693		1,815			—			152,508
Intercompany payables	—		—		—			—		4,775			(4,775		)	—
Loans from subsidiaries	846,947		—		(846,947		)	—		—			—			—
Current portion of long-term debt	44,730		1,333		—			46,063		—			—			46,063
Total current liabilities	928,191		161,497		(846,947		)	242,741		6,950			(4,775		)	244,916
Long-term debt, less current portion	2,259,212		1,648		—			2,260,860		115,378			—			2,376,238
Deficit investment in joint venture	—		2,307		—			2,307		—			—			2,307
Other long-term liabilities	1,347		8,694		—			10,041		—			—			10,041
Total liabilities	3,188,750		174,146		(846,947		)	2,515,949		122,328			(4,775		)	2,633,502
Members’ equity:
Total Station Casinos LLC members’ equity	620,787		3,691,790		(3,691,790		)	620,787		(9,283		)	9,283			620,787
Noncontrolling interest	—		—		—			—		15,678			—			15,678
Total members’ equity	620,787		3,691,790		(3,691,790		)	620,787		6,395			9,283			636,465
Total liabilities and members’ equity	$	3,809,537	$	3,865,936	$	(4,538,737	)	$	3,136,736	$	128,723		$	4,508		$	3,269,967

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)DECEMBER 31, 2015(amounts in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Parent and Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	8,679	$	14,973	$	—		$	23,652	$	606	$	—		$	24,258
Accrued interest payable	13,260		141		—			13,401		12		—			13,413
Other accrued liabilities	16,524		114,026		(151		)	130,399		1,829		(29		)	132,199
Intercompany payables	—		—		—			—		3,142		(3,142		)	—
Loans from subsidiaries	660,574		—		(660,574		)	—		—		—			—
Advances from parent	—		110,928		(110,928		)	—		—		—			—
Current portion of long-term debt	82,115		6,822		—			88,937		—		—			88,937
Current liabilities of discontinued operations	—		—		—			—		114		(1		)	113
Total current liabilities	781,152		246,890		(771,653		)	256,389		5,703		(3,172		)	258,920
Long-term debt, less current portion	1,883,601		70,142		—			1,953,743		112,517		—			2,066,260
Deficit investment in joint venture	—		2,255		—			2,255		—		—			2,255
Interest rate swaps and other long-term liabilities	9,834		21,133		—			30,967		—		—			30,967
Total liabilities	2,674,587		340,420		(771,653		)	2,243,354		118,220		(3,172		)	2,358,402
Members' equity:
Total Station Casinos LLC members' equity	552,924		3,019,569		(3,019,569		)	552,924		5,223		(5,223		)	552,924
Noncontrolling interest	—		—		—			—		20,785		—			20,785
Total members' equity	552,924		3,019,569		(3,019,569		)	552,924		26,008		(5,223		)	573,709
Total liabilities and members' equity	$	3,227,511	$	3,359,989	$	(3,791,222	)	$	2,796,278	$	144,228	$	(8,395	)	$	2,932,111

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2017 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	261,191		$	—		$	261,191		$	1,781		$	—		$	262,972
Food and beverage	—			79,965			—			79,965			150			—			80,115
Room	—			48,419			—			48,419			1,345			—			49,764
Other	—			23,463			—			23,463			2,458			(3,101		)	22,820
Management fees	1,711			16,931			—			18,642			11,710			(125		)	30,227
Gross revenues	1,711			429,969			—			431,680			17,444			(3,226		)	445,898
Promotional allowances	—			(28,041		)	—			(28,041		)	(125		)	—			(28,166		)
Net revenues	1,711			401,928			—			403,639			17,319			(3,226		)	417,732

Operating costs and expenses:
Casino	—			101,056			—			101,056			598			—			101,654
Food and beverage	—			55,016			—			55,016			30			—			55,046
Room	—			19,420			—			19,420			647			—			20,067
Other	—			6,848			—			6,848			985			—			7,833
Selling, general and administrative	8,268			81,327			—			89,595			5,457			(3,101		)	91,951
Preopening	—			30			—			30			—			—			30
Depreciation and amortization	3,972			38,188			—			42,160			3,093			—			45,253
Management fee expense	—			—			—			—			125			(125		)	—
Write-downs and other charges, net	750			269			—			1,019			9			—			1,028
	12,990			302,154			—			315,144			10,944			(3,226		)	322,862
Operating (loss) income	(11,279		)	99,774			—			88,495			6,375			—			94,870
Earnings from subsidiaries	101,575			2,261			(102,269		)	1,567			—			(1,567		)	—
Earnings from joint ventures	—			415			—			415			—			—			415
Operating (loss) income and earnings from subsidiaries and joint ventures	90,296			102,450			(102,269		)	90,477			6,375			(1,567		)	95,285

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOMEFOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016(amounts in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	230,921		$	—		$	230,921		$	1,663		$	—		$	232,584
Food and beverage	—			63,406			—			63,406			145			—			63,551
Room	—			30,893			—			30,893			1,299			—			32,192
Other	—			18,370			—			18,370			2,510			(3,417		)	17,463
Management fees	1,848			15,626			—			17,474			10,347			(119		)	27,702
Gross revenues	1,848			359,216			—			361,064			15,964			(3,536		)	373,492
Promotional allowances	—			(26,234		)	—			(26,234		)	(118		)	—			(26,352		)
Net revenues	1,848			332,982			—			334,830			15,846			(3,536		)	347,140
Operating costs and expenses:
Casino	—			89,502			—			89,502			586			—			90,088
Food and beverage	—			44,861			—			44,861			27			—			44,888
Room	—			11,391			—			11,391			645			—			12,036
Other	—			5,330			—			5,330			1,081			—			6,411
Selling, general and administrative	7,311			70,853			—			78,164			6,293			(3,417		)	81,040
Preopening	—			10			—			10			—			—			10
Depreciation and amortization	3,757			29,402			—			33,159			3,081			—			36,240
Management fee expense	—			—			—			—			119			(119		)	—
Write-downs and other charges, net	1,073			306			—			1,379			—			—			1,379
	12,141			251,655			—			263,796			11,832			(3,536		)	272,092
Operating (loss) income	(10,293		)	81,327			—			71,034			4,014			—			75,048
Earnings (losses) from subsidiaries	81,073			1,544			(83,019		)	(402		)	—			402			—
Earnings from joint ventures	—			346			—			346			—			—			346
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	70,780			83,217			(83,019		)	70,978			4,014			402			75,394

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued) FOR THE THREE MONTHS ENDED MARCH 31, 2017 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Other (expense) income:
Interest expense, net	(32,216		)	(181		)	—			(32,397		)	(2,547		)	—			(34,944		)
Loss on extinguishment/modification of debt	(2,019		)	—			—			(2,019		)	—			—			(2,019		)
Change in fair value of derivative instruments	39			—			—			39			—			—			39
	(34,196		)	(181		)	—			(34,377		)	(2,547		)	—			(36,924		)
Net income	56,100			102,269			(102,269		)	56,100			3,828			(1,567		)	58,361
Less: net income attributable to noncontrolling interests	—			—			—			—			2,261			—			2,261
Net income attributable to Station Casinos LLC	$	56,100		$	102,269		$	(102,269	)	$	56,100		$	1,567		$	(1,567	)	$	56,100
Comprehensive income attributable to Station Casinos LLC	$	58,889		$	102,269		$	(102,269	)	$	58,889		$	1,567		$	(1,567	)	$	58,889

Table of Contents

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (~~UNAUDITED) (~~Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued)FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016(amounts in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations		Consolidated
Other expense:
Interest expense, net	(32,391		)	(198		)	—			(32,589		)	(2,686		)	—		(35,275		)
Loss on extinguishment/modification of debt	—			—			—			—			(186		)	—		(186		)
	(32,391		)	(198		)	—			(32,589		)	(2,872		)	—		(35,461		)
Net income	38,389			83,019			(83,019		)	38,389			1,142			402		39,933
Less: net income attributable to noncontrolling interests	—			—			—			—			1,544			—		1,544
Net income (loss) attributable to Station Casinos LLC	$	38,389		$	83,019		$	(83,019	)	$	38,389		$	(402	)	$	402	$	38,389
Comprehensive income (loss) attributable to Station Casinos LLC	$	40,031		$	83,019		$	(83,019	)	$	40,031		$	(402	)	$	402	$	40,031

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2016 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Eliminations			Parent and Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	237,976		$	—		$	237,976		$	1,795		$	—		$	239,771
Food and beverage	—			66,467			—			66,467			153			—			66,620
Room	—			33,344			—			33,344			1,040			—			34,384
Other	2			17,952			—			17,954			2,103			(2,875		)	17,182
Management fees	1,529			14,688			—			16,217			10,538			(106		)	26,649
Gross revenues	1,531			370,427			—			371,958			15,629			(2,981		)	384,606
Promotional allowances	—			(25,242		)	—			(25,242		)	(117		)	—			(25,359		)
Net revenues	1,531			345,185			—			346,716			15,512			(2,981		)	359,247

Operating costs and expenses:
Casino	—			86,827			—			86,827			594			—			87,421
Food and beverage	—			42,486			—			42,486			38			—			42,524
Room	—			11,785			—			11,785			600			—			12,385
Other	—			5,003			—			5,003			719			—			5,722
Selling, general and administrative	3,062			69,786			—			72,848			5,117			(2,875		)	75,090
Preopening	—			348			—			348			—			—			348
Depreciation and amortization	3,550			32,785			—			36,335			3,092			—			39,427
Management fee expense	—			—			—			—			106			(106		)	—
Write-downs and other charges, net	1,290			1,114			—			2,404			(36		)	—			2,368
	7,902			250,134			—			258,036			10,230			(2,981		)	265,285
Operating (loss) income	(6,371		)	95,051			—			88,680			5,282			—			93,962
Earnings from subsidiaries	94,801			1,864			(96,476		)	189			—			(189		)	—
Earnings from joint ventures	—			612			—			612			—			—			612
Operating (loss) income and earnings from subsidiaries and joint ventures	88,430			97,527			(96,476		)

Filing Compare · Station Casinos LLC