UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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) 495-3000Registrant's telephone number, including area codeN/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 ý    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 o    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" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a
smaller reporting company)

Smaller reporting company 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 ý

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

As
of April 30, 2011 there were no shares outstanding of the registrant's voting units.



---







STATION CASINOS LLC  INDEX



Part I.

Financial Information

3Item 1.

Financial Statements

3Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

8Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26Item 4.

Controls and Procedures

26Part II.

Other Information

28Item 1.

Legal Proceedings

28Item 1A.

Risk Factors

28Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28Item 3.

Defaults Upon Senior Securities

28Item 4.

Removed and Reserved

28Item 5.

Other Information

28Item 6.

Exhibits

28Signature

29


2

---





Table of Contents



Part I. Financial Information

Part 1. Financial Statements

EXPLANATORY NOTE

Station Casinos LLC (the "Company", "we", "our" or "us") was formed for the purpose of acquiring substantially all of the assets
of Station Casinos, Inc. ("STN") and its subsidiaries ("Station") pursuant to the order entered by the Bankruptcy Court (as defined herein) on August 27, 2010 confirming the joint plan
of reorganization of STN and certain affiliated debtors. In addition, we anticipate acquiring substantially all of the assets of Green Valley Ranch Resort Spa Casino ("Green Valley Ranch") pursuant to
the GVR Asset Purchase Agreement (as defined herein). We expect the Restructuring Transactions (as defined herein) to be completed by June 30, 2011. Accordingly, the condensed consolidated
financial statements for Station are attached as Exhibit 99.1.

To
date, we have conducted no business and have no material assets or liabilities. We expect the reorganization of Station and acquisition of Green Valley Ranch to be completed by
June 30, 2011, at which time we will acquire substantially all of the assets of Station in consideration for the issuance of (i) our voting units ("Voting Units") to Station
Voteco LLC, a Nevada limited liability company formed to hold the voting equity interests of the Company ("Station Voteco"), (ii) our non-voting units
("Non-Voting Units" together with our Voting Units, our "Units") to Station Holdco LLC, a Delaware limited liability company formed to hold the non-voting equity
interests of the Company ("Station Holdco"), and (iii) secured credit facilities, as well as acquire substantially all of the assets of GVR for approximately $500.0 million.

Chapter 11 Reorganization

Station is a gaming and entertainment company that currently owns and operates ten major hotel/casino properties (two of which are 50%
owned) under the Station and Fiesta brand names and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area. Station owns and operates Palace Station
Hotel & Casino ("Palace Station"), Boulder Station Hotel & Casino ("Boulder Station"), Texas Station Gambling Hall & Hotel ("Texas Station"), Sunset Station Hotel & Casino
("Sunset Station"), Santa Fe Station Hotel & Casino ("Santa Fe Station"), Red Rock Casino Resort Spa ("Red Rock"), Fiesta Rancho Casino Hotel ("Fiesta Rancho"), Fiesta Henderson Casino Hotel
("Fiesta Henderson"), Wild Wild West Gambling Hall & Hotel ("Wild Wild West"), Wildfire CasinoRancho ("Wildfire Rancho"), Wildfire CasinoBoulder ("Wildfire Boulder"),
Gold Rush Casino ("Gold Rush") and Lake Mead Casino. Station also owns a 50% interest in Green Valley Ranch, Aliante Station Casino + Hotel ("Aliante Station"), Barley's Casino &
Brewing Company ("Barley's"), The Greens Gaming and Dining ("The Greens") and Wildfire Lanes and Casino ("Wildfire Lanes"). Station also manages Gun Lake Casino.

On
November 7, 2007, STN completed a going private transaction that was sponsored by Frank J. Fertitta III and Lorenzo J. Fertitta and certain affiliates of Colony
Capital, LLC ("Colony") (such going private transaction is referred to herein as, the "Merger"). In connection with the Merger, STN's subsidiary, FCP PropCo, LLC ("Propco"), and certain
other subsidiaries of STN that directly or indirectly own interests in Propco (the "Propco Debtors") entered into a mortgage loan and related mezzanine financings in an aggregate principal amount of
$2.475 billion (the "CMBS Loans"). The CMBS Loans were secured by substantially all fee and leasehold real property comprising Palace Station, Boulder Station, Sunset Station and Red Rock
(collectively, the "Propco Properties"). In addition, STN, as borrower, entered into a $900 million senior secured credit agreement (the "Credit Agreement") which was secured by substantially
all of the assets of STN and its subsidiaries, other than Propco and the Propco Debtors. STN's $450 million 6% senior notes due April 1, 2012, $400 million 73/4%
senior notes due August 15, 2016, $450 million 61/2% senior subordinated notes due February 1, 2014, $700 million 67/8%

3

---



Table of Contents

senior
subordinated notes due March 1, 2016 and $300 million 65/8% senior subordinated notes due March 15, 2018 (collectively, "Senior and Senior Subordinated
Notes") remained outstanding following consummation of the Merger. On February 7, 2008, a wholly owned, indirect subsidiary of STN ("Landco"), as borrower, entered into a $250 million
delay-draw term loan collateralized by land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding Wild Wild West in Las Vegas, Nevada (the "Land Loan").

The
Merger and related transactions left Station highly leveraged. Shortly thereafter, the economy in the United States sharply declined, consumer spending deteriorated and the credit
markets severely contracted. Foreclosure and unemployment rates in Nevada sharply increased, becoming among the highest in the United States, and many planned construction projects for new casinos in
Nevada were delayed or cancelled, causing further deterioration of the Las Vegas economy and reduced discretionary consumer spending by Las Vegas residents. Station was severely impacted by the
economic downturn due to the fact all of its owned casinos are located in Las Vegas and its properties have historically attracted customers from the Las Vegas valley. In addition, the value of real
estate in Nevada significantly eroded as a result of the deterioration of the economy.

Due
to the economic conditions following the Merger, including the credit crisis and a decrease in consumer confidence levels, Station experienced a significant reduction in revenues.
Although Station engaged in cost reductions, reductions in workforce and other efforts to mitigate the impact of the decline in revenues, the results of operations of Station were materially and
adversely impacted by the economic downturn and its ability to service its debt obligations was impaired. In addition, the decline in real estate values in Nevada adversely affected the value of
Station's assets. The resulting deterioration of Station's results of operations and asset values, coupled with Station's high leverage and the general unavailability of credit, negatively impacted
Station's ability to service its outstanding indebtedness or otherwise raise capital for restructuring.

As
a result, on July 28, 2009 (the "Petition Date"), STN, FCP MezzCo Parent, LLC, FCP MezzCo Parent Sub, LLC, FCP MezzCo Borrower VII, LLC, FCP MezzCo
Borrower VI, LLC, FCP MezzCo Borrower V, LLC, FCP MezzCo Borrower IV, LLC, FCP MezzCo Borrower III, LLC, FCP MezzCo
Borrower II, LLC, FCP MezzCo Borrower I, LLC, FCP PropCo, LLC, Northern NV Acquisitions, LLC, Tropicana Station, LLC, River Central, LLC and Reno Land
Holdings, LLC and affiliates FCP Holding Inc., FCP VoteCo, LLC, Fertitta Partners, LLC (collectively, the "Debtors") filed voluntary petitions in the United States
Bankruptcy Court for the District of Nevada in Reno, Nevada (the "Bankruptcy Court") under Chapter 11 of the Bankruptcy Code. These cases are being jointly administered under the caption In re
Station Casinos, Inc., et al Debtors Case No. 09-52470 (the "Chapter 11 Case").

Restructuring Transactions

On August 27, 2010, the Bankruptcy Court entered an order confirming the Debtors joint plan of reorganization (the "Plan").
Under the Plan, the Company, as designee of German American Capital Corporation and JP Morgan Chase Bank, N.A., as holders of $1.8 billion in CMBS Loans (the "Mortgage Lenders"), is expected to
acquire the Propco Properties and certain related assets in satisfaction of the Mortgage Lenders' existing secured claims against Propco. In conjunction with these transfers to the Company, under the
Plan: (i) our Voting Units are expected to be issued to Station Voteco, which is expected to be owned by (a) Robert A. Cashell Jr. and Stephen J. Greathouse, who are expected to be
designated by the Mortgage Lenders as members of our Board of Managers and owners of Station Voteco, and (b) an entity owned by Frank J. Fertitta III, our Chief Executive Officer, President and
a member of our Board of Managers, and Lorenzo J. Fertitta, a member of our Board of Managers, (ii) our Non-Voting Units are expected to be issued to Station Holdco, which is
expected to be owned by the Mortgage Lenders, FI Station Investor LLC, a newly formed limited liability company owned by affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta ("FI Station
Investor"), and the holders of the Senior and Senior

4

---



Table of Contents

Subordinated
Notes; and (iii) the Company is expected to enter into a new credit agreement (the "Propco Credit Agreement") with the Mortgage Lenders consisting of a term loan facility in the
principal amount of $1.6 billion and a revolving credit facility in the amount of $100 million, which revolving credit facility will increase to $150 million upon the prepayment
of $50 million of outstanding principal amount under the term loan (the transactions described in clauses (i) through (iii) collectively referred to herein as, the "Propco
Restructuring").

In
addition, Station Holdco will issue two classes of warrants to the Mortgage Lenders permitting the Mortgage Lenders to purchase a total of 5% of the non-voting equity of
Station Holdco at exercise prices based upon a multiple of the share value of Station Holdco on the Effective Date (the "Mortgage Lender Warrants"). The Mortgage Lenders will sell to FI Station
Investor one of the classes of warrants with the right to purchase up to 2.5% of the non-voting equity (the "Fertitta Warrants") and will transfer the remaining 2.5% of the Mortgage Lender
Warrants to holders of the mezzanine portion of the CMBS Loans. The Mortgage Lender Warrants will have a per unit exercise price equal to two and one-half times the value of the
Non-Voting Units on the Effective Date (as defined below) that will increase by 15% on each of the third through seventh anniversaries of the Effective Date. The Fertitta Warrants will
have a
per unit exercise price equal to three times the value of the Non-Voting Units on the Effective Date that will increase by 15% on each of the third through seventh anniversaries of the
Effective Date. For purposes of determining the exercise price of the Mortgage Lender Warrants and the Fertitta Warrants, the per unit value of the Non-Voting Units will be determined
based on a total equity value of Station Holdco equal to $200 million, plus the amount of any additional equity issued or capital contributions made as of the Effective Date, plus the amount of
any reduction in the debt agreed to by the Mortgage Lenders in exchange for Station Holdco equity (the "Plan Value"). The Mortgage Lender Warrants and the Fertitta Warrants may only be exercised
following the earlier of (i) the six and one-half year anniversary of the Effective Date and (ii) the occurrence of a capital raising transaction by Station Holdco that
involves a determination of the equity value of Station Holdco (other than the transactions contemplated by the Plan) which expire on the seventh anniversary of the Effective Date.

In
addition, pursuant to the terms of the Plan, STN and certain of its subsidiaries have entered into an Asset Purchase Agreement dated as of June 7, 2010, as amended (the "Asset
Purchase Agreement") with FG Opco Acquisitions LLC, an entity that is currently owned in whole or in part by Fertitta Entertainment LLC, which is owned by affiliates of Frank J. Fertitta
III and Lorenzo J. Fertitta ("Fertitta Entertainment"), and the Mortgage Lenders and will be owned by the Company upon consummation of the transactions contemplated by the Asset Purchase Agreement
(the "Opco Purchaser"). Pursuant to the terms of the Asset Purchase Agreement, the Opco Purchaser will acquire substantially all of the assets of STN and certain of its subsidiaries, including Santa
Fe Station, Texas Station, Fiesta Henderson, Fiesta Rancho and interests in certain Native American gaming projects (the "Opco Assets"), for a purchase price of $772 million, consisting of the
following: (i) an amount in cash equal to $317 million, subject to adjustment pursuant to the terms of the Asset Purchase Agreement; and (ii) $455 million in aggregate
principal amount of term loans, subject to adjustment pursuant to the terms of the Asset Purchase Agreement (together with a $25 million revolving credit facility, the "Opco Credit Agreement")
(the transactions described in this paragraph, collectively referred to herein as the "Opco Acquisition"). The lenders under the Opco Credit Agreement will be the same lenders as under STN's existing
Credit Agreement.

Pursuant
to the terms of the Plan, the proceeds of the sale of the Opco Assets will be distributed to secured creditors of STN in full satisfaction of their claims against Station. The
Plan also provides that certain general unsecured creditors of STN ("Opco Unsecured Creditors") will receive warrants (the "Unsecured Creditor Warrants") exercisable for 2.5% of the total equity of
Station Holdco. The Unsecured Creditor Warrants will have a per unit exercise price equal to two and one-half times the value of the Non-Voting Units on the Effective Date that
will increase by 15% on each of the third through seventh anniversaries of the Effective Date. For purposes of determining the exercise price of the

5

---



Table of Contents

Unsecured
Creditor Warrants, the per unit value of the Non-Voting Units will be determined based on the Plan Value. The Unsecured Creditor Warrants may only be exercised following the
earlier of (i) the six and one-half year anniversary of the Effective Date and (ii) the occurrence of a capital raising transaction by Station Holdco that involves a
determination of the equity value of Station Holdco (other than the transactions contemplated by the Plan), which expire on the seventh anniversary of the Effective Date.

In
addition, Opco Unsecured Creditors that are "accredited investors" (as defined in the Securities Act of 1933, as amended) will have an opportunity to participate in a rights offering
("Rights Offering") under which they may subscribe for and purchase their pro rata share of 15% of the equity interests of Station Holdco for an aggregate amount of $35.3 million. The Rights
Offering may be increased to fund (i) the payment of $50 million pay-down under the Propco Credit Agreement, (ii) a portion of the Opco Acquisition and
(iii) the acquisition of Green Valley Ranch, Aliante Station, or any other material gaming operations located with a 100-mile radius of Las Vegas, provided that the aggregate
purchase price payable for additional units so offered in the Rights Offering will not exceed $64.7 million. Certain affiliates of Fidelity Management & Research Company, Oaktree Capital
Management, L.P. and Serengeti Asset Management, LP (the "Put Parties") will purchase at least one-half of the equity interests of Station Holdco offered pursuant to the
Rights Offering and have committed to purchase the remainder of the equity interests of Station Holdco offered pursuant to the Rights Offering on or before June 30, 2011, to the extent that
such equity interests are not purchased by other Opco Unsecured Creditors (the "Equity Put"). In consideration for their agreement to purchase equity interests that are not purchased by other Opco
Unsecured Creditors, the Put Parties will receive a $3 million cash payment on the Effective Date and reimbursement of expenses in an amount of up to $1.9 million.

Claimants
with respect to the Land Loan are expected to enter into an amended and restated credit agreement related to the Land Loan (the "Restructured Land Loan"). Pursuant to the terms
of the Restructured Land Loan, the principal outstanding is expected to be reduced to $105 million in exchange for warrants to purchase 60% of the outstanding equity interests in Landco
exercisable for nominal consideration (the "Landco Warrants" and together with the Mortgage Lender Warrants, the Fertitta Warrants and the Unsecured Creditor Warrants, the "Warrants").

On
March 9, 2011, Station GVR Acquisition, LLC (the "GVR Purchaser"), an indirect subsidiary of the Company, and GVR, owner of Green Valley Ranch, entered into an Asset
Purchase Agreement (the "GVR Asset Purchase Agreement") pursuant to which, the GVR Purchaser will purchase substantially all of the assets and assume certain specified liabilities of GVR for a
purchase price of approximately $500 million (the "GVR Acquisition"). The GVR Asset Purchase Agreement contemplates that GVR will file voluntary petitions for relief under chapter 11 of
the Bankruptcy Code and that such acquisition will be pursuant to, among other things, Sections 363 and 365 of the Bankruptcy Code and as part of a pre-packaged chapter 11
plan of reorganization of GVR. The GVR Asset Purchase Agreement is subject to, among other things, the bankruptcy court entering a confirmation order confirming the chapter 11 plan of
reorganization of GVR.

On
March 22, 2011, the subsidiaries of STN that are sellers under the Asset Purchase Agreement and Station's 50%-owned joint ventures GVR and Aliante Gaming, LLC
("Aliante"), commenced a solicitation of approvals for a prepackaged plan of reorganization (the "Subsidiary Plan") to implement and facilitate the sale and related restructuring transactions
described in the Asset Purchase Agreement, the GVR Asset Purchase Agreement and a reorganization of Aliante pursuant to which its lenders would receive the equity of Aliante in exchange for their
claims. The Chapter 11 cases for such subsidiaries (the "Subsidiary Chapter 11 Cases") were filed on April 12, 2011.

Following
consummation of the Plan and the GVR Acquisition it is expected that the Company and its subsidiaries will enter into long-term management contracts with affiliates
of Fertitta Entertainment to manage the Propco Properties, the Opco Assets and Green Valley Ranch (the "Management Agreements"). The Propco Restructuring, the Opco Acquisition, the GVR Acquisition,
the issuance of the

6

---



Table of Contents

Warrants,
the Rights Offering, the Equity Put, entry into the Management Agreements and the Restructured Land Loan are referred to herein collectively as the "Restructuring Transactions."

Although
the Plan was confirmed by the Bankruptcy Court on August 27, 2010, consummation of the Plan is subject to the satisfaction of certain conditions precedent, including
among other things, (i) the Bankruptcy Court shall have authorized the assumption and rejection of certain contracts of the Debtors, (ii) all documents necessary to implement the
Restructuring Transactions contemplated by the Plan, including but not limited to the equityholders agreement to be entered into upon emergence from bankruptcy among the Company, its equityholders and
its subsidiaries (the "Equityholders Agreement"), the Opco Credit Agreement, the Propco Credit Agreement, the Restructured Land Loan and the Warrants, shall be in form and substance reasonably
acceptable to the Debtors, and (iii) all necessary regulatory approvals, including but not limited to necessary approvals of the Nevada Gaming Authorities (as defined herein), will have been
obtained (the date upon which the actions described in clauses (i) through (iii) are completed is referred to herein as the "Effective Date"). The Company currently expects that the
Effective Date will occur by June 30, 2011, although the Company cannot assure you that the required regulatory approvals will be obtained, that conditions to consummation of the Plan will be
satisfied by that date, or at all, or that Station will be successful in implementing the Plan in the form contemplated, or at all.

This
report is not intended to be, and should not in any way be construed as, a solicitation of votes on the Subsidiary Plan. There can be no assurance that a sufficient percentage or
number of lenders will accept the Subsidiary Plan or that the Bankruptcy Court will confirm such plan. In addition, if the Subsidiary Plan is not accepted, confirmed or consummated, there can be no
assurance that the Company will be able to successfully develop, prosecute, confirm and consummate a plan of reorganization that is acceptable to the Bankruptcy Court and to the creditors, equity
holders and other parties in interest of GVR and Aliante.

Following
the consummation of the Plan, STN and certain of the other Debtors will be dissolved and, except to the extent set forth in the Plan, none of the Company, Fertitta
Entertainment, FI Station Investor nor any of their respective affiliates will succeed to the assets or liabilities of STN or the other Debtors.

7

---





Table of Contents



Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (unaudited)

Station Casinos LLC

The following discussion and analysis should be read in conjunction with the information included in our Annual Report on
Form 10-K for the year ended December 31, 2010.



Since our formation in August 2010, we have had no operations. We were formed for the purpose of acquiring substantially all of the
assets of Station pursuant to the Plan. In addition, we anticipate acquiring substantially all of the assets of Green Valley Ranch pursuant to the GVR Asset Purchase Agreement. We expect the
Restructuring Transactions to be completed by June 30, 2011. Accordingly, the management's discussion and analysis of financial condition and results of operations that follows is for the
Company and Station on an individual basis.

Upon
the Effective Date, we will:



Upon
emergence, we intend to have approximately 100 Voting Units and 100 Non-Voting Units issued and outstanding. Station Voteco will be the only member of the Company
entitled to vote on any matters to be voted on by the members of the Company. Station Holdco, as the holder of our issued and outstanding Non-Voting Units, will not be entitled to vote on
any matters to be voted on by the members of the Company, but will be the only member of the Company entitled to receive distributions as determined by our Board of Managers out of funds legally
available therefor and, in the event of our liquidation, dissolution or winding up is entitled to all of the Company's assets remaining after payment of liabilities. Under the Equityholders Agreement,
in certain circumstances, holders of interests in Station Holdco will have the preemptive right to purchase or subscribe to any equity interests to be sold or issued by Station Holdco on the same
terms and conditions as such equity interests are being offered and sold or issued to third parties.

Upon
the Effective Date, we will adopt fresh-start reporting in accordance with ASC 852-10-15 as it relates to the Plan. As a result, the value of Stations'
assets, including intangible assets, and liabilities will be adjusted to their fair values on our consolidated balance sheet. In addition, upon the Effective Date, we will account for the GVR
Acquisition in accordance with ASC 805Business Combinations resulting in the value of the Green Valley Ranch assets acquired, including intangible assets, and liabilities assumed being
recorded at the acquisition date fair values on our consolidated balance sheet. The historical consolidated financial results of Station are not indicative of our current financial condition or our
future results of operations following the Effective Date. Our future results of operations will be subject to these events and other significant business, economic, regulatory and competitive
uncertainties and contingencies, some of which are beyond our control.

8

---



Table of Contents



Our cash flows will be affected by a variety of factors, many of which are outside of our control, including regulatory issues,
competition, financial markets and other general business conditions. We believe that we will have sufficient liquidity through available cash, availability under our credit agreements and cash flow
from operations to fund our cash requirements and capital expenditures for at least twelve months after the Effective Date. We will endeavor to fund capital expenditures for maintenance of our
properties through our operating results. However, we cannot assure you that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations as our
results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could affect our ability to meet our obligations while attempting to meet competitive
pressures or adverse economic conditions.

The
following is a description of the expected debt arrangements following the Effective Date, including the estimated principal amounts outstanding. These estimates are based on the
terms of the Plan and the current understanding with respect to the reorganization of Station. The terms of the debt may be subject to change as the reorganization of Station and acquisition of Green
Valley Ranch are finalized and implemented, and the changes may be substantial.



On the Effective Date, the Company, as borrower, is expected to enter into the Propco Credit Agreement consisting of a term loan
facility in the principal amount of $1.6 billion (the "Propco Term Loan") and a revolving credit facility in the amount of $100 million, which revolving credit facility will increase to
$150 million upon prepayment of $50 million of outstanding principal amount under the Propco Term Loan on the closing date thereof (the "Propco Revolver"). The initial maturity date of
the Propco Credit Agreement will be on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of
representations and warranties, payment of a 1.00% extension fee for each extension, and pro forma compliance with the total leverage and interest coverage ratios, and, in the case of the second
extension of maturity, a total leverage ratio of less than 6.20 to 1.00. Interest shall accrue on the principal balance at the rate per annum, as selected by the Company, of not more than LIBOR plus
3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% in the sixth year
if the Company elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if the Company elects to exercise the
second optional extension of the maturity of the loans. Base rate will be subject to a floor equal to one-month LIBOR plus 1.00%. Additionally, the Company will be subject to a fee of
0.50% for the unfunded portion of the Propco Revolver.

The
Propco Credit Agreement is expected to contain certain financial and other covenants. These will include a minimum interest coverage ratio and total leverage ratio beginning eighteen
months following the Effective Date. The Propco Credit Agreement also will provide for maximum capital expenditures not to exceed $50 million in 2011 and $70 million in each of 2012,
2013, 2014, 2015, 2016 and 2017. The Company will not be required to make principal payments prior to maturity of the Propco Credit Agreement other than (a) quarterly prepayments of 75% of
excess cash flow if the total leverage ratio is equal to or greater than 6.00:1.00, 50% of excess cash flow if the total leverage ratio is less than 6.00:1.00 but greater than or equal to 4.00:1.00,
or 25% if the total leverage ratio is less than 4.00:1.00 subject, in each case, to maintenance of minimum liquidity of $10.0 million; (b) prepayments with proceeds of certain asset
sales, events of loss, incurrence of debt and equity issuances, and (c) prepayments of the Propco Revolver of unrestricted cash in excess of $15.0 million (which will not permanently
reduce the revolving loan commitment).

9

---



Table of Contents

The
Propco Credit Agreement will be guaranteed by all subsidiaries of the Company except its unrestricted subsidiaries. The Propco Credit Agreement will be secured by a pledge of the
Company's equity (including equity held by Station Holdco and Station Voteco in the Company), together with all tangible and intangible assets of the Company and its subsidiaries (other than
(i) any assets of IP Holdco, (ii) liens prohibited by applicable gaming laws, (iii) equity issued by, and any assets of, Opco or its subsidiaries, (iv) equity issued by, or
any property of, Landco and its subsidiaries and (v) any assets of any other unrestricted subsidiaries). The loan documents for the Propco Credit Agreement (the "Propco Loan Documents") contain
a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company, Station Voteco, Station Holdco and each direct and indirect subsidiary of the
Company (other than Propco Credit Agreement Unrestricted Subsidiaries) to incur additional indebtedness; create liens on assets; dispose of assets; make investments and acquisitions; engage in certain
transactions with affiliates, pay dividends, engage in mergers and fundamentally change its business. The Propco Credit Agreement is expected to contain certain events of default including, among
other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation
of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act ("ERISA") events; material
judgments; and a change of control. The Propco Loan Documents will provide that, following termination of the management agreements which may be effected upon a default by affiliates of Fertitta
Entertainment (including certain specified defaults under the Propco Credit Agreement) or foreclosure by the Propco Lenders, the Company and Fertitta Entertainment will provide full transition
services to the Propco Lenders and their designees.



On the Effective Date, a subsidiary of the Company, Opco, as borrower, will enter into the Opco Credit Agreement consisting of
(a) a term loan facility in the principal amount of $455 million (the "Opco Term Loan"), and (b) a new "super priority" revolving credit facility in the maximum amount of
$25 million, the availability of which will be subject to standard closing and continuing conditions (the "Opco Revolver"). In addition, Opco shall have the option, after the first anniversary
of the Effective Date, to solicit lending commitments to increase the amount of the Opco Revolver by up to an additional $25 million. The initial maturity date will be on the fifth anniversary
of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, and payment of 1.00%
extension fee for each extension, and pro forma compliance with the total leverage and interest coverage ratios. Interest shall accrue on the principal balance at the rate per annum, as selected by
Opco, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base
rate plus 3.50% for the sixth year if the Company elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if
Opco elects to exercise the second optional extension of the maturity of the loans. Base rate will be subject to a floor equal to one-month LIBOR plus 1.00%. Additionally, Opco will be
subject to a fee of 0.50% for the unfunded portion of the Opco Revolver.

The
Opco Credit Agreement is expected to contain certain financial and other covenants. These will include a maximum total leverage ratio and a minimum interest coverage ratio that will
commence on the earlier of eighteen months after the Effective Date or the date on which aggregate investments by Opco deemed to have been made due to the designation of restricted subsidiaries as
unrestricted subsidiaries exceed $10 million. The Opco Credit Agreement also will provide for maximum capital expenditures not to exceed $35 million in 2011, $40 million in each
of 2012 and 2013, $45 million in each of 2014 and 2015 and $50 million in each of 2016 and 2017. Opco will not be required to make principal payments prior to the maturity of the Opco
Credit Agreement other than (a) commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess cash flow if the total leverage ratio is equal to or

10

---



Table of Contents

greater
than 3.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 3.50:1.00 but greater than or equal to 2.50:1.00, or 25% of excess cash flow if the total leverage ratio is
less than 2.50:1.00, subject, in each case, to maintenance of certain reserves not to exceed of $3.0 million; (b) prepayments with proceeds of certain asset sales, events of loss,
incurrence of debt and equity issuances and (c) prepayments of the Opco Revolver of unrestricted cash in excess of $7.5 million (which will not permanently reduce the revolving loan
commitment).

The
Opco Credit Agreement will be guaranteed by Opco Holdings and all subsidiaries of Opco except unrestricted subsidiaries. The Opco Credit Agreement will be secured by a pledge of Opco
equity, together with all tangible and intangible assets of Opco Holdings, Opco and its subsidiaries (other than
property of unrestricted subsidiaries and subject to limitations required by applicable gaming laws). The loan documents for the Opco Credit Agreement contain a number of covenants that, among other
things, restrict, subject to certain exceptions, the ability of Opco and each restricted direct and indirect subsidiary thereof to incur additional indebtedness; create liens on assets; make
investments and acquisitions; engage in certain transaction with affiliates, pay dividends, engage in mergers and fundamentally change its business. The Opco Credit Agreement is expected to contain
certain events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of
representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain ERISA events; material
judgments; and a change of control (as defined therein). The loan documents will provide that, following termination of the management agreements which may be effected upon a default by affiliates of
Fertitta Entertainment (including certain specified defaults under the Opco Credit Agreement) or foreclosure by the Opco Lenders, the Company and Fertitta Entertainment will provide full transition
services to the Opco Lenders and their designees.



On the Effective Date, a subsidiary of Propco Landco, CV PropCo, LLC ("CV Propco"), as borrower, is expected to enter into the
Restructured Land Loan in the principal amount of $105 million. The initial maturity date is expected to be the fifth anniversary of the Effective Date. Interest will accrue on the principal
balance at the rate per annum of LIBOR plus 3.50% for the first five years. All interest on the Restructured Land Loan would be paid in kind (i.e., capitalized as principal under the
Restructured Land Loan) for the first five years. CV Propco would have two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to
1.00% extension fee for each year, a step-up in interest rate to not more than LIBOR plus 4.50% (in year 6) and not more than LIBOR plus 5.50% (in year 7). Interest accruing in
years 6 and 7 shall be paid in cash. There is no scheduled minimum amortization prior to final stated maturity, but the Restructured Land Loan will be subject to mandatory prepayments with excess
cash. The Restructured Land Loan would be guaranteed by all subsidiaries of CV Propco and secured by a pledge of CV Propco equity and all tangible and intangible assets of CV Propco and its
subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding Wild Wild West. Documentation is expected to include customary
representations, warranties, covenants, and events of default. The land carry costs of CV Propco are expected to be supported by the Company under a Support Agreement that provides for advances from
the Company to CV Propco to fund taxes, insurance premiums and other land carry costs (excluding debt service) payable by CV Propco. The Restructured Land Loan is expected to provide that, following
the termination of management agreements which may be effected upon a default by affiliates of Fertitta Entertainment (including certain specified defaults under the Propco Credit Agreement) or
foreclosure by the Propco Lenders, the Company and Fertitta Entertainment would provide full transition services to the CV Propco lenders and their designees.

11

---



Table of Contents



GVR Purchaser, as borrower, has entered into a commitment letter for $310 million of financing which will consist of a
$10 million revolving credit facility, a $215 million first lien term loan and an $85 million second lien term loan. The maturity date of the first lien term loan is expected to
be the fifth anniversary of the loan closing date and the maturity date of the second lien term loan is expected to be the sixth anniversary of the loan closing date. The first lien term loan is
expected to have scheduled quarterly minimum amortization payments in the amount of one percent per annum. We do not expect that there will be scheduled minimum amortization of the second lien term
loan prior to final stated maturity. The GVR Term Loan is expected to be subject to customary mandatory prepayments, including sale of equity or debt and excess cash flow. The lenders and GVR are
expected to enter into a customary Intercreditor agreement. Interest is expected to accrue on the first lien term loan at the rate per annum of LIBOR plus 4.75% with a 1.50% LIBOR floor and interest
is expected to accrue on the second lien term loan at the rate per annum of LIBOR plus 8.50% with a 1.50% LIBOR floor. The GVR Term Loan is expected to be guaranteed by all subsidiaries of GVR and its
immediate parent company, GVR Holdco 1 LLC and secured by first lien and second lien pledges of GVR equity, together with first and second priority liens on all tangible and intangible assets
of GVR and its subsidiaries.



Since our formation on August 9, 2010, we have had no operations.



We currently do not have any off-balance sheet obligations.



We currently do not have any contractual obligations.



We will be subject to extensive regulation by the Nevada gaming authorities and will be subject to regulation, which may or may not be
similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future, including the NIGC and the Gun Lake Tribal Gaming Commission.

The
gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state legislators
and other officials have proposed changes in taxes, or in the administration of tax laws, affecting the gaming industry. The Nevada Legislature meets every two years for 120 days and when
special sessions are called by the Governor. The current legislative session began on February 7, 2011 and will end on June 6, 2011. There have been no specific proposals during the
current legislative session to increase gaming taxes, however there are no assurances an increase in gaming taxes will not be proposed and passed by the Nevada Legislature, or that other taxes
impacting gaming licenses or other businesses in general will not be enacted during this legislative session.

It
is not possible to determine with certainty the likelihood of possible changes in tax law or in the administration of such law, regulations or compact provisions. Such changes, if
adopted, could have a material adverse effect on our operating results.



Since our formation in August 2010, we have incurred no indebtedness and have issued no capital stock. Upon emergence, we expect to
incur indebtedness and issue capital stock as described herein.

12

---



Table of Contents



A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K
for the year ended December 31, 2010.



When used in this report and elsewhere by management from time to time, the words "may", "might", "could", "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our reorganization plan,
expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual
results to differ materially from those expressed in our forward-looking statements. Further information on potential factors which could affect our financial condition, results of operations and
business including, without limitation, our ability to effect a successful restructuring, the impact of our bankruptcy filing on our operations; our ability to finance our operations and expenses
associated with the bankruptcy, the impact of the substantial indebtedness incurred to finance the consummation of the going private transaction in November 2007, the ability to maintain existing
management, integration of acquisitions, competition within the gaming industry, the cyclical nature of the hotel business and gaming business, economic conditions, development and construction risks,
regulatory matters and litigation are included in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Station



The following table highlights the results of Station's operations as compared to the prior year period (dollars in thousands,
unaudited):

Three months ended
March 31,Percent
change2011

2010Net revenuestotal

$
247,727

$
249,371


(0.7
)%Major Las Vegas Operations (a)


234,298


227,568


3.0
%Management fees (b)


4,880


12,481


(60.9
)%Other operations and corporate (c)


8,549


9,322


(8.3
)%Operating income (loss)total

$
28,027

$
23,492


19.3
%Major Las Vegas Operations (a)


45,126


48,163


(6.3
)%Management fees (b)


4,880


12,481


(60.9
)%Other operations and corporate (c)


(21,979
)

(37,152
)

40.8
%Cash flows (used in) provided by:Operating activities

$
26,469

$
50,059


(47.1
)%Investing activities


(10,413
)

(17,917
)

41.9
%Financing activities


(686
)

(701
)

2.1
%


(a)Includes
the wholly-owned properties of Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station, Red Rock, Fiesta Rancho and Fiesta
Henderson.(b)For
the three months ended March 31, 2011, includes management fees from Gun Lake, Barley's, The Greens and Wildfire Lanes. For the three months
ended March 31, 2010, includes management fees from Thunder Valley, Barley's, The Greens and Wildfire Lanes. No management fees from Green


13

---



Table of Contents

Valley
Ranch and Aliante Station were recognized during the three months ended March 31, 2011 and 2010. (c)Includes
the wholly owned properties of Wild Wild West, Wildfire CasinoRancho ("Wildfire Rancho"), Wildfire CasinoBoulder
("Wildfire Boulder"), Gold Rush Casino, Lake Mead Casino and corporate and development expense.




The accompanying condensed consolidated financial statements have been prepared assuming that Station will continue as a going concern.
As discussed in Note 1 to the condensed consolidated financial statements, Station commenced the Chapter 11 Case on July 28, 2009. The pending Chapter 11 Case raises
substantial doubt about Station's ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments (except as described below) to reflect the
possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.



On July 28, 2009, the Debtors filed voluntary petitions in the Bankruptcy Court under chapter 11 of the Bankruptcy Code.
On February 10, 2010, GV Ranch Station, Inc., a wholly owned subsidiary of Station Casinos, Inc. that manages and owns 50% of Green Valley Ranch filed a voluntary petition in the
Bankruptcy Court under chapter 11 of the Bankruptcy Code.

On
July 28, 2010, the Debtors filed the Plan and Disclosure Statement. The Bankruptcy Court entered an order approving the Disclosure Statement on July 29, 2010. The
Bankruptcy Court entered an order confirming the Plan on August 27, 2010.

On
March 9, 2011, GVR Purchaser and the GVR Seller entered into the GVR Asset Purchase Agreement, pursuant to which the GVR Purchaser will purchase substantially all of the assets
and assume certain specified liabilities of the GVR Seller for $500 million through a prepackaged plan of reorganization. The consummation of the transactions contemplated by the GVR Asset
Purchase Agreement is subject to, among other things, the bankruptcy court entering a confirmation order confirming the chapter 11 plan of reorganization of the GVR Seller.

On
March 22, 2011, the subsidiaries of Station that are sellers under the Asset Purchase Agreement and Station's 50%-owned joint ventures GVR Seller and Aliante commenced a
solicitation of approvals for the Subsidiary Plan to implement and facilitate the sale and related restructuring transactions described in the Asset Purchase Agreement, the GVR Asset Purchase
Agreement and a reorganization of Aliante, pursuant to which its lenders would receive the equity of Aliante and $45 million in secured loans in exchange for their claims. The Subsidiary
Chapter 11 Cases were filed on April 12, 2011.

This
report is not intended to be, and should not in any way be construed as, a solicitation of votes on the Plan or the Subsidiary Plan. The Plan and the Disclosure Statement have been
filed with the Bankruptcy Court and were filed with the Securities and Exchange Commission by Station on its Current Report on Form 8-K dated July 28, 2010, which is publicly
available at http://www.sec.gov. Station concluded its solicitation of acceptance of the Plan and received its confirmation from the Bankruptcy Court on August 27, 2010. Although the Plan was
confirmed by the Bankruptcy Court on August 27, 2010, there can be no assurance that the transactions contemplated by the Asset Purchase Agreement or the Plan will be consummated.



Consolidated net revenues for the three months ended March 31, 2011 decreased by 0.7% to $247.7 million as compared to
$249.4 million for the three months ended March 31, 2010. Combined net

14

---



Table of Contents

revenues
from Station's Major Las Vegas Operations increased 3.0% to $234.3 million for the three months ended March 31, 2011 as compared to $227.6 million for the three months
ended March 31, 2010.

Consolidated
operating income improved by $4.5 million or 19.3% for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.
Operating results are discussed in more detail below.

The
following table highlights the various sources of revenues and expenses as compared to the prior period (dollars in thousands, unaudited):

Three months ended March 31,Percent
change2011

2010Casino revenues

$
183,353

$
180,275


1.7
%Casino expenses


74,760


72,512


3.1
%Margin


59.2
%

59.8
%Food and beverage revenues

$
45,137

$
39,919


13.1
%Food and beverage expenses


32,227


25,398


26.9
%Margin


28.6
%

36.4
%Room revenues

$
19,248

$
18,917


1.7
%Room expenses


8,471


8,306


2.0
%Margin


56.0
%

56.1
%Other revenues

$
14,385

$
15,505


(7.2
)%Other expenses


5,335


4,548


17.3
%Selling, general and administrative expenses

$
57,105

$
53,548


6.6
%Percent of net revenues


23.1
%

21.5
%Corporate expense

$
7,307

$
8,918


(18.1
)%Percent of net revenues


2.9
%

3.6
%Earnings from joint ventures

$
5

$
1,671


(99.7
)%


Casino.Casino revenues increase 1.7% to $183.4 million for the three months ended March 31, 2011 as compared to
$180.3 million
for the three months ended March 31, 2010. The $3.1 million increase in casino revenues is due primarily to a 3.8% increase in slot revenue, partially offset by a 6.5% decrease in table
game revenue. The increase in slot revenue was driven primarily by an increase in Station's promotional activities. Casino expenses increased by $2.2 million or 3.1% for the three months ended
March 31, 2011 compared to the same period in the prior year, primarily due to a net increase of approximately $3.5 million in promotional and complimentary expenses, partially offset by
a net decrease in other casino expenses of $1.3 million. The casino operating margin for the three months ended March 31, 2011 reflects a decrease of less than 1% as compared to the same
period in the prior year.

Food and Beverage.Food and beverage revenues increased 13.1%, the number of restaurant guests served increased 42.8% and the average
guest check
decreased 15.9% for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010, primarily due to a significant decrease in Station's buffet prices, which
drove increased traffic to the buffets. Food and beverage expenses increased 26.9% for the three months ended March 31, 2011 as compared to the same period in the prior year primarily due to
the increased number of guests served. The food and beverage operating margin for the three months ended March 31, 2011 decreased to 28.6% as compared to 36.4% for the three months ended
March 31, 2010.

15

---





Table of Contents

Room.The following table shows key information about Station's hotel operations:

Three months ended
March 31,Percent
change2011

2010Room revenues

$
19,248

$
18,917


1,7
%Room expenses


8,471


8,306


2.0
%Margin


56.0
%

56.1
%Occupancy


84
%

79
%Average daily rate

$
64

$
66


(3.0
)%Revenue per available room

$
54

$
52


3.8
%


The
average daily room rate for the three months ended March 31, 2011 decreased compared to the same period in the prior year due to an overall decrease across all properties.
Room expenses
increased for the three months ended March 31, 2011 compared to the same period in the prior year primarily due to the increased occupancy level.

Other.Other revenues primarily include income from gift shops, bowling, entertainment, leased outlets and spas. Other revenues were
$14.4 million for the three months ended March 31, 2011 compared to $15.5 million for the three months ended March 31, 2010.

Management Fees.Station is the managing partner for Green Valley Ranch, Aliante Station, Barley's, The Greens and Wildfire Lanes.
Station receives
management fees equal to 2% of revenues and approximately 5% of Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") from Green Valley Ranch and Aliante Station and 10% of EBITDA
from Barley's, The Greens and Wildfire Lanes. Management fees also include fees earned by its 50% owned investee, MPM for the management of Gun Lake Casino ("Gun Lake"), which opened in February 2011.
MPM is a variable interest entity and required to be consolidated. MPM receives a management fees equal to 30% of Gun Lake's net income (as defined in the management agreement). During the first two
quarters of 2010, Station also managed Thunder Valley on behalf of the United Auburn Indian Community (the "UAIC") and received a management fee equal to 24% of net income (as defined in the
management agreement). For the three months ended March 31, 2011, management fees decreased by $7.6 million as compared to the prior year period, primarily due to the expiration of the
Thunder Valley management agreement in June 2010, partially offset by management fees received from Gun Lake for the period February 10, 2011 through March 31, 2011. During the three
months ended March 31, 2011 and 2010, Station did not recognize management fee revenue from Green Valley Ranch and Aliante Station as a result of debt-related cash restrictions at
those properties.

Selling, General and Administrative ("SG&A").SG&A expenses increased 6.6% or $3.6 million for the three months ended
March 31, 2011 as
compared to the three months ended March 31, 2010. This increase is primarily the result of a $3.0 million increase in advertising and promotional expenses.

Corporate Expense.For the three months ended March 31, 2011, corporate expense decreased 18.1% to $7.3 million as compared
to
$8.9 million for the same period in the prior year. The $1.6 million decrease is due primarily to a $0.6 million decrease in legal, consulting and other outside services and a net
decrease of $1.0 million in various other corporate expenses. Corporate expense as a percentage of net revenues decreased to 2.9% for the three months ended March 31, 2011 compared to
3.6% for the three months ended March 31, 2010.

Development and preopening expense.Development and preopening expense includes costs to identify potential gaming opportunities and
other
development opportunities, and expenses incurred prior to the opening of projects under development, including payroll, travel and legal expenses. Development and preopening expense for the three
months ended March 31, 2011 was $1.1 million compared to

16

---



Table of Contents

$1.9 million
for the same period in the prior year. The decrease in development and preopening expense is primarily the result of decreased activity related to projects under development.

Depreciation and Amortization.Depreciation and amortization decreased 24.9% to $33.1 million for the three months ended
March 31, 2011
as compared to $44.1 million for the three months ended March 31, 2010. Depreciation expense decreased by $2.8 million primarily due to fixed asset impairment charges recognized
during the year ended December 31, 2010. Amortization expense decreased by $8.2 million, primarily due to the expiration of the Thunder Valley management agreement in June 2010.

Write-downs and Other Charges, net.During the three months ended March 31, 2011, write-downs and other charges, net were
$0.3 million.
During the three months ended March 31, 2010, write-downs and other charges, net were approximately $6.7 million and consisted of a $6.1 million legal settlement,
$0.1 million in net losses on disposal of assets and $0.5 million in severance expense.

Earnings from Joint Ventures.Station owns a 50% interest in various joint ventures, including Green Valley Ranch and Aliante Station,
and a 6.7%
interest in a joint venture that owns the Palms Casino Resort. Station's share of the earnings from these joint ventures was approximately zero for the three months ended March 31, 2011
compared to earnings of approximately $1.7 million for the prior year period.

Interest Expense.Interest expense, net of capitalized interest, decreased 14.0% to $23.6 million for the three months ended
March 31,
2011 as compared to $27.5 million in the three months ended March 31, 2010, due primarily to the maturity of the $250 million interest rate swap in January 2011. Capitalized
interest for the three months ended March 31, 2011 was $1.7 million compared to $2.0 million for the prior year period. The reduction in capitalized interest was due primarily to
the completion of the Gun Lake Casino project in February 2011. In accordance with ASC Topic 852,Reorganizations, Station stopped accruing interest for
the senior notes, the senior subordinated notes and the mezzanine
financings as a result of the Chapter 11 Case. Had Station recognized the additional contractual interest, interest expense for the three months ended March 31, 2011 and March 31,
2010 would have been $80.3 million and $74.9 million higher, respectively, than what was recorded.

Interest and Other Expense from Joint Ventures.Station recorded $10.4 million in interest and other expense related to its
unconsolidated
joint ventures for the three months ended March 31, 2011, compared to $34.3 million for the comparable period in 2010. The decrease of $23.9 million relates primarily to recording
Station's 50% share of the loss that resulted from the early termination of Green Valley Ranch's interest rate swap in March 2010. Prior to the termination of this interest rate swap, the liability
was carried at fair value, which incorporated nonperformance risk adjustments related to credit risks of both counterparties in accordance with ASC Topic 815,Derivatives and
Hedging.Upon early termination of the swap, fair value accounting for the swap was discontinued and the carrying value of the liability was increased to a fixed termination
settlement amount which does not incorporate a nonperformance risk adjustment.

Change in Fair Value of Derivative Instruments.During the three months ended March 31, 2011, Station recorded a gain of
$0.4 million
related to the change in the fair value of its $250 million interest rate swap which matured in January 2011. For the three months ended March 31, 2010, the change in the fair value of
this swap was not reflected in the change in fair value of derivative instruments line, but instead was reflected in reorganization items in Station's condensed consolidated statements of operations
in accordance with ASC Topic 852 because the swap was classified as a liability subject to compromise. At December 31, 2010, Station reclassified the swap liability out of liabilities subject
to compromise. Fluctuations in interest rates can cause the fair value of Station's derivative instruments to change each reporting period.

17

---



Table of Contents

Income Tax Benefit (Provision).For the three months ended March 31, 2011 and 2010, Station's effective tax rates were 34.3% and
4.3%,
respectively. The projected book loss for 2011 is significantly lower than the projected book loss for 2010. In addition, there were significant increases to the 2010 valuation allowance that caused a
reduction in the prior year effective tax rate. Accordingly, the effective tax rate for the three months ended March 31, 2011 was higher than the prior period.



The following liquidity and capital resources discussion contains certain forward-looking statements with respect to Station's
business, financial condition, results of operations, dispositions, acquisitions, expansion projects and Station's subsidiaries, which involve risks and uncertainties that cannot be predicted or
quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, Station's ability to effect a
successful restructuring; the impact of the bankruptcy filing on Station's operations; Station's ability to finance operations and expenses associated with the pending bankruptcy proceeding; the
impact of the substantial indebtedness incurred to finance the consummation of the going private transaction in November 2007; the effects of local and national economic, credit and capital market
conditions on the economy in general, and on the gaming and hotel industries in particular; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations
and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or
terrorist incidents or natural disasters; the effects of competition, including locations of competitors and operating and market competition; and other risks described in Station's filings with the
Securities and Exchange Commission. In addition, construction projects entail significant risks, including shortages of materials or skilled labor, unforeseen regulatory problems, work stoppages,
weather interference, floods and unanticipated cost increases. The anticipated costs and construction periods are based on budgets, conceptual design documents and construction schedule estimates.
There can be no assurance that the budgeted costs or construction period will be met. All forward-looking statements are based on Station's current expectations and projections about future events.



During the three months ended March 31, 2011, cash provided by operating activities was $26.5 million, as compared to
$50.1 million for the three months ended March 31, 2010, reflecting a $23.6 million decrease compared to the prior year period. This decrease resulted primarily from a
$22.6 million increase in additions to restricted cash and an increase of $7.8 million in other operating uses of cash, primarily changes in net working capital, partially offset by a
$6.8 million decrease in cash used for reorganization items. The increase in restricted cash during the period was primarily due to the restrictions placed by the CMBS Lenders on the
intercompany rent paid to FCP Propco.

At
March 31, 2011 Station had $180.7 million in cash and cash equivalents, of which $73.0 million is in its casino cages to be used for the
day-to-day operations of its properties and the remaining $107.7 million is to be used for general corporate purposes.

During
the three months ended March 31, 2011, capital expenditures were $7.9 million for maintenance capital expenditures and various other projects. Station classifies
items as maintenance capital to differentiate replacement type capital expenditures such as new slot machines from investment type capital expenditures to drive future growth such as an expansion of
an existing property. In contrast to normal repair and maintenance costs that are expensed when incurred, items classified as maintenance capital are expenditures necessary to keep Station's existing
properties at their current levels and are typically replacement items due to the normal wear and tear of its properties and equipment as a result of use and age. Capital expenditures for the three
months ended March 31, 2011 were $1.6 million lower than the prior year period.

18

---



Table of Contents

In
addition to capital expenditures, during the three months ended March 31, 2011, Station paid $1.5 million in reimbursable advances for Station's Native American
development projects (see Native American Development discussion below) compared to $7.1 million in the prior year period. The decrease in Native American development costs is primarily related
to the completion of the Gun Lake project in February 2011. During the three months ended March 31, 2010, Station paid $1.1 million in equity contributions to joint ventures. Station
paid no equity contributions to joint ventures during the same period in 2011. During the three months ended March 31, 2011, Station paid $0.7 million in principal payments on its debt,
primarily the $0.6 million quarterly payment on the Term Loan.

In
connection with the filing of the Chapter 11 Case, on July 31, 2009, Station Casinos, Inc. entered into an unsecured, subordinated administrative priority DIP
Credit Agreement among Station, as borrower, Vista Holdings, LLC, a non-debtor subsidiary of Station ("Vista Holdings"), as administrative agent and lender, and the lenders party
thereto. The DIP Credit Agreement, as amended, provided for a $185 million revolving credit facility that was funded on a committed basis for so long as Vista Holdings had cash and cash
equivalents on hand in an amount in excess of $100 million and on a discretionary basis thereafter. The proceeds of the loans incurred under the DIP Credit Agreement were used for working
capital and other general corporate purposes of Station and were available for intercompany loans to Station's subsidiaries during the pendency of the Chapter 11 Case. Advances under the DIP
Credit Agreement bear interest at a rate equal to LIBOR plus 2.5%. The DIP Credit Agreement matured on August 10, 2010, and at March 31, 2011, $172.0 million in advances remained
outstanding under the agreement.

Station
Casinos, Inc.'s obligations under the DIP Credit Agreement will be an administrative expense claim in the Chapter 11 Case havingpari
passupriority with other administrative expense claims, provided that repayment of the loan by Station Casinos, Inc. shall be subordinate to the full repayment of the
lenders under Station's prepetition Credit Agreement. In addition, Station Casinos, Inc.'s obligations under the DIP Credit Agreement may be accelerated following certain events of default,
including (without limitation) the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant to
chapter 11 of the Bankruptcy Code.

Also,
in connection with the filing of the Chapter 11 Case, on July 31, 2009, Station Casinos, Inc. entered into an Unsecured Revolving Loan Promissory Note in favor
of Past Enterprises, Inc., a non-debtor subsidiary of Station ("Past Enterprises"), pursuant to which Past Enterprises provides to Station Casinos, Inc. an unlimited
revolving credit facility (the "Past Revolving Loan") at an interest rate of 2.78% per annum, the proceeds of which will be used for working capital and other general corporate purposes and will be
available for intercompany loans to its subsidiaries. The Past Revolving Loan matures on the earlier of (i) demand, or (ii) July 31, 2011, and provides for a default rate of
interest of 4.78% if principal or interest due thereunder is not paid when due. At March 31, 2011, the outstanding principal balance due under the Past Revolving Loan totaled
$349.2 million. Station still has the ability to borrow under the Past Revolving Loan, and there is no limit on its borrowings under the Past Revolving Loan. During July 2010, SC
Michigan, LLC ("SC Michigan"), a subsidiary of Station, purchased $39.3 million in funded debtor-in-possession loans made to Station by Past Enterprises (the "SC
Michigan Revolving Loan"). At March 31, 2011, the outstanding principal balance due under the SC Michigan Revolving Loan remained at $39.3 million.

Station
Casinos, Inc.'s obligations under the Past Revolving Loan and SC Michigan Revolving Loan will be administrative expense claims in the Chapter 11 Case having pari passupriority with other
administrative expense claims, provided that repayment of the loan by Station Casinos, Inc. shall be subordinate
to the full repayment of the lenders under Station's prepetition Credit Agreement.

At
March 31, 2011, Station had no borrowing availability under its Revolver.

19

---



Table of Contents



Station's primary cash requirements for 2011 are expected to include (i) approximately $47 million to $67 million
for maintenance and other capital expenditures, (ii) payments related to its existing and potential Native American projects and (iii) expenses related to the Chapter 11 Case.
Station's liquidity and capital resources for 2011 are expected to be significantly affected by the Chapter 11 Case and completion of a restructuring of its indebtedness. At this time it is not
possible to predict with certainty the effect the Chapter 11 Case and a restructuring will have on Station's business or various creditors. Station's future results depend upon its successfully
implementing, on a timely basis, a restructuring of its indebtedness. Station's operations and relationship with its customers, employees, regulators, vendors and agents may be adversely affected by
the filing of the Chapter 11 Case. As a result of the filing of the Chapter 11 Case, Station expects to continue to incur, among other things, increased costs for professional fees and
similar expenses. In addition, the filing may make it more difficult to retain and attract management and other key personnel and requires senior
management to spend a significant amount of time and effort dealing with Station's financial reorganization instead of focusing on the operations of its business.

Station's
cash flow may be affected by a variety of factors, many of which are outside its control, including regulatory issues, competition, financial markets and other general business
conditions. Station cannot assure you that it will possess sufficient income and liquidity to meet all of its liquidity requirements and other obligations. Although Station believes that cash flows
from operations and borrowings under the Past Revolving Loan will be adequate to meet its financial and operating obligations in 2011, its results for future periods are subject to numerous
uncertainties. Station may encounter liquidity problems, which could affect its ability to meet its obligations while attempting to meet competitive pressures or adverse economic conditions.



As of March 31, 2011, Station has certain off-balance sheet arrangements that affect its financial condition,
liquidity and results of operations, including operating leases, employment contracts, long-term stay-on performance agreements and slot conversion purchases. There have been
no material changes to Station's contractual obligations previously reported in its Annual Report on Form 10-K, as amended, for the year ended December 31, 2010.



On March 22, 2011, the GVR Seller and Aliante commenced a solicitation of approvals for a prepackaged plan of reorganization
(the "Subsidiary Plan") to implement and facilitate the sale and related restructuring transactions described in the Asset Purchase Agreement, the GVR Asset Purchase Agreement and a reorganization of
Aliante, pursuant to which its lenders would receive the equity of Aliante and $45 million in secured loans in exchange for their claims. The Chapter 11 cases for such entities were
filed on April 12, 2011.



In April 2003, Station entered into development and management agreements with the Federated Indians of Graton Rancheria (the "FIGR"),
a federally recognized Native American tribe. Pursuant to those agreements, Station will assist the FIGR in developing and operating a gaming and entertainment project to be located in Sonoma County,
California. The FIGR selected Station to assist them in designing, developing and financing their project, and upon opening Station will manage the facility on behalf of the FIGR. The management
agreement has a term of seven years from the date of the opening of the project. Under the terms of the management agreement, Station will provide training to the FIGR such that they

20

---



Table of Contents

may
assume responsibility for managing the facility upon expiration of the seven-year term of the agreement. Station will receive a management fee equal to 24% of the facility's net income
in years 1 through 4 and 27% of the facility's net income in years 5 through 7. Station will also receive a development fee equal to 2% of the cost of the project upon the opening of the facility.

Under
the agreements, Station has agreed to provide certain advances for the development of the project, including, but not limited to monthly payments to the FIGR, professional fees,
consulting services, mitigation costs and design and pre-construction services fees.

As
described in the record of decision for the environmental impact statement, the project would include approximately 175,000 square feet of casino space, 196,000 square feet of
non-casino space, including a 200-room hotel, banquet and meeting space, spa, fitness center, multiple bars, a food court and various dining options.

In
October 2003, the FIGR entered into a Memorandum of Understanding with the City of Rohnert Park under which the FIGR would provide certain funding to the city, schools and nonprofit
organizations over 20 years in exchange for the city's support of the casino project.

In
August 2005, Station purchased 270 acres of land just west of the Rohnert Park city limits in Sonoma County, California. In March 2006, Station purchased an additional 4.7 acres
adjacent to the previously acquired property. The property purchased is approximately one-quarter mile from Highway 101 and approximately 43 miles from downtown San Francisco. The site is
easily accessible via Wilfred Avenue and Business Park Drive, and will have multiple points of ingress and egress. In March 2008, it was determined that approximately 254 acres of the
270-acre site purchased in August 2005 would be taken into trust, with the remaining 23 acres retained by Station. Over the period of May 2007 through June 2008, Station purchased an
additional 11 acres of
land adjacent to the 23 acre site, bringing the total land retained for development by Station to 34 acres.

On
May 7, 2008, the Department of Interior ("DOI") published in the Federal Register a Notice of Final Agency Determination (the "Determination") to take certain land into trust
for the benefit of the FIGR. The publication commenced a thirty-day period in which interested parties could seek judicial review of the Determination. On June 6, 2008, the Stop The
Casino 101 Coalition and certain individuals filed a complaint (the "Complaint") in the United States District Court for the Northern District of California seeking declaratory and injunctive relief
against the DOI and officials of the DOI. The Complaint sought judicial review of the Determination. On November 17, 2008, the federal defendants and the FIGR filed their respective motions to
dismiss the compliant for lack of jurisdiction and failure to state a claim. In response, the plaintiffs filed a motion for leave to amend their complaint which was granted on January 26, 2009.
The DOI and the FIGR filed motions to dismiss the amended complaint on February 20, 2009, and on March 27, 2009, a hearing was held to argue such motions. On April 21, 2009, the
DOI and FIGR's motions to dismiss were granted. On June 8, 2009, the plaintiffs filed an appeal (the "Appeal") in the United States Court of Appeals for the Ninth Circuit (the "Court of
Appeals"), and the DOI agreed to voluntarily stay the taking of the site into trust pending resolution of the Appeal. The plaintiffs filed their opening briefs on October 26, 2009. On
November 4, 2009, the DOI filed an unopposed motion to expedite the oral argument. The DOI and FIGR then filed their answering briefs on November 25, 2009. The plaintiffs responded by
filing reply briefs on December 28, 2009. The court clerk initially rejected the motion to expedite oral arguments, but following FIGR's motion for reconsideration, the court scheduled oral
arguments for April 15, 2010. Oral arguments were heard on April 15, 2010, and on June 3, 2010, the Court of Appeals affirmed the district court's dismissal of the Complaint. On
July 19, 2010, the plaintiffs filed a petition for rehearing en banc. The Court of Appeals denied plaintiffs' petition on August 11, 2010.

On
October 1, 2010, the Bureau of Indian Affairs of the U.S. Department of the Interior (the "BIA") accepted approximately 254 acres of land owned by Station into trust on behalf
of the FIGR for the development of the project by Station and the FIGR. In connection with the development of the project, it

21

---



Table of Contents

is
expected that the FIGR will enter into memoranda of understanding with, among others, Sonoma County, California and the California Department of Transportation relating to mitigation measures such
as contributions toward the costs for infrastructure improvements and public services required as a result of the development and operation of the planned project.

On
February 19, 2009, a Notice of Availability of a Final Environmental Impact Statement was filed in the Federal Register. On October 15, 2010, the NIGC published notice
in the Federal Register that it had issued the Record of Decision approving the Environmental Impact Statement for the project, thereby completing the environmental process for the project.

On
October 1, 2010, the NIGC informed Station and the FIGR that the NIGC approved the management agreement by and between the FIGR and Station for Class II gaming at the
planned gaming and entertainment facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer-aided versions of
such games), and non-banked card games. A banking game is one in which players compete against the licensed gaming establishment rather than against one another. The FIGR and Station may
also pursue approval of Class III gaming, which would permit casino-style gaming at the planned facility, including banked table games, such as blackjack, craps and roulette, and gaming
machines such as slots, video poker, lotteries and pari-mutuel wagering. Pari-mutuel wagering is a system of betting under which wagers are placed in a pool, management
receives a fee from the pool, and the remainder of the pool is split among the winning wagers. Class III gaming would require an approved compact (a "Class III Gaming Compact") with the
State of California and approval by the NIGC of a modification to the existing management agreement, or a new management agreement permitting Class III, or casino-style, gaming. There can be no
assurances that the project will be able to obtain, in a timely fashion or at all, the approvals from the State of California and the NIGC that are necessary to conduct Class III, or
casino-style, gaming at the facility.

Under
the terms of the development agreement, Station will assist the FIGR in obtaining third-party financing for the project, however Station does not expect such financing will be
obtained until shortly before the project is under construction, and as such, the timing of obtaining the financing is uncertain. Prior to obtaining third-party financing, Station will contribute
significant financial support to the project. Station began capitalizing expenditures toward the project in 2003. Through March 31, 2011, Station has advanced $148.6 million toward the
development of this project, primarily to complete the environmental impact study and secure real estate for the project, which is included in Native American development costs on Station's condensed
consolidated balance sheets. Funds advanced by Station are expected to be repaid from the proceeds of the project financing or from the FIGR's gaming revenues. Station's advances to the FIGR bear
interest at a rate equal to Station's weighted cost of capital. In addition, Station has agreed to pay approximately $11.3 million upon achieving certain milestones, which will not be
reimbursed. Through March 31, 2011, approximately $2.0 million of these payments had been made and were expensed as incurred. The timing and feasibility of the project are dependent upon
the receipt of the necessary governmental and regulatory approvals. Station plans to continue contributing significant financial support to the project, even though there can be no assurances as to
when or if the necessary approvals will be obtained.

22

---



Table of Contents

The
following table outlines the status at March 31, 2011 of each of the following critical milestones necessary to complete the FIGR project.

As of March 31, 2011Federally recognized as a tribe by the US Government's Bureau of Indian Affairs (BIA)

YesDate of recognition

Recognition was terminated during the 1950's and was restored on December 27, 2000Tribe has possession of or access to usable land upon which the project is to be built

YesStatus of obtaining regulatory and governmental approvals:Tribal-State Compact

Not required for Class II gaming; compact will be pursued for Class III gaming.Approval of gaming compact by DOI

NoApproval of management agreement by NIGC

YesDate

October 1, 2010DOI accepting usable land into trust on behalf of the tribe

YesDate

October 1, 2010Gaming licenses:Type

Class IINumber of gaming devices allowed

N/ACounty agreement

NoOther agreements

Memorandum of Understanding with City of Rohnert ParkDate

October 2003




In March 2004, Station entered into development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a
federally recognized Native American tribe located near Fresno, California. Pursuant to those agreements, Station will assist the Mono in developing and operating a gaming and entertainment facility
to be located in Madera County, California. Station has purchased, for the benefit of the Mono, a 305-acre parcel of land located on Highway 99 north of the city of Madera. The management
agreement has a term of seven years from the opening of the facility, and under the agreement, Station will provide training to the MITCR such that they may assume responsibility for managing the
facility upon the expiration of the agreement. Station will receive a management fee of 24% of the facility's net income.

As
currently contemplated, the project includes the development of an approximately 472,000 square foot hotel and casino resort and associated facilities, which would include a main
gaming hall, a 200-room hotel, various dining options, retail space and banquet/meeting space. Development of the gaming and entertainment project is subject to certain governmental and
regulatory approvals, including, but not limited to, approval by the California Legislature of a gaming compact with the State of California, the

23

---



Table of Contents

DOI
accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

On
April 28, 2008, the Mono and the State of California entered into a tribal-state Class III gaming compact permitting casino-style gaming. The compact is subject to
approval by the California Legislature and, if approved, will regulate gaming at the Mono's proposed gaming and entertainment project to be developed on the site. No assurances can be provided as to
whether the California Legislature will approve the compact.

On
August 6, 2010, the BIA published notice in the Federal Register that the environmental impact statement for the Mono's casino and resort project has been finalized and is
available for review. Prior to the land being taken into trust, the BIA must publish a record of decision concerning the environmental impact statement and the Secretary must make the decision that
the land should be taken into trust.

Under
the terms of the development agreement, Station has agreed to arrange the financing for the ongoing development costs and construction of the facility. Prior to obtaining
third-party financing, Station will contribute significant financial support to the project. Funds advanced by Station are expected to be repaid from the proceeds of the project financing or from the
Mono's gaming revenues. Station began capitalizing reimbursable advances related to this project in 2003. Through March 31, 2011, Station has advanced $16.6 million toward the
development of the project, primarily to complete the environmental impact study and secure real estate for the project, which is included in Native American development costs on Station's condensed
consolidated balance sheets. Reimbursable advances by Station to the Mono bear interest at the prime rate plus 1.5%. In addition, Station has agreed to pay $1.3 million of payments upon
achieving certain milestones, which will not be reimbursed and will be expensed as incurred. Through March 31, 2011, none of these payments had been made. 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 assurances when, or if, these approvals will be obtained.

The
following table outlines the status at March 31, 2011 of each of the critical milestones necessary to complete the Mono project.

As of March 31, 2011Federally recognized as a tribe by the US Government's Bureau of Indian Affairs (BIA)

YesDate of recognition

Terminated in 1961; restored in 1983Tribe has possession of or access to usable land upon which the project is to be built

Yes, Station has acquired usable land for the development of this project on behalf of the Mono.Status of obtaining regulatory and governmental approvals:Tribal-State Compact

Pending ratification by California LegislatureApproval of gaming compact by DOI

NoApproval of management agreement by NIGC

NoDOI accepting usable land into trust on behalf of the tribe

NoGaming licenses:Type

Class III gaming being pursuedNumber of gaming devices allowed

N/A


24

---



Table of Contents



In January 2004, Station entered into development and management agreements with the Mechoopda Indian Tribe of Chico Rancheria,
California (the "MITCR"), a federally recognized Native American tribe. Pursuant to those agreements, Station agreed to assist the MITCR in developing and operating a gaming and entertainment facility
to be located on a portion of an approximately 650-acre site in Butte County, California, at the intersection of State Route 149 and Highway 99, approximately 10 miles southeast of Chico,
California and 80 miles north of Sacramento, California.

Under
the terms of the development agreement, Station agreed to arrange the financing for the ongoing development costs and construction of the facility. Funds advanced by Station are
expected to be repaid from the proceeds of the project financing or from the MITCR's gaming revenues. Station's advances to the MITCR bear interest at prime plus 2%. Through March 31, 2011,
Station has advanced $11.9 million toward the development of this project, primarily to complete the environmental assessment and secure real estate for the project, which is included in Native
American development costs on Station's condensed consolidated balance sheets. In addition, Station agreed to pay $2.2 million of payments upon achieving certain milestones, which will not be
reimbursed. Through March 31, 2011, $50,000 of these payments had been made and were expensed as incurred. As of March 31, 2011, Station has discontinued funding for the development of
the facility and anticipates terminating the development agreement. Given the recent recession and thus the revised expected potential of the project, Station has written off the long-term
asset associated with this project.



Station manages the Gun Lake Casino in Allegan County, Michigan, which opened in February 2011, on behalf of the
Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the
Gun Lake Tribe.

On
November 13, 2003, Station agreed to purchase a 50% interest in MPM. MPM has entered into development and management agreements with the Gun Lake Tribe, pursuant to which MPM
agreed to assist the tribe in developing and operating a gaming and entertainment project to be located in Allegan County, Michigan. Gun Lake Casino, is located on approximately 147 acres on U.S,
Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,400 slot machines, 28 table games
and various dining options.

The
Sixth Amended and Restated Management Agreement (the "Gun Lake Management Agreement") has a term of seven years from the opening of the facility and provides for a management fee of
30% of the project's net income to be paid to MPM. Pursuant to the terms of the MPM operating agreement, Station's portion of the management fee is 50% of the first $24 million of management
fees earned, 83% of the next $24 million of management fees and 93% of any management fees in excess of $48 million.

MPM
is considered a variable interest entity under the provisions of ASC Topic 810,Consolidation("ASC Topic 810"). Under the terms of
the MPM Operating Agreement, Station is required to provide the majority of MPM's financing. The creditors of MPM have no recourse to the general credit of Station. Based on a qualitative analysis,
Station believes it directs the most significant activities that impact MPM's economic performance and has the right to receive benefits and the obligation to absorb losses that could potentially be
significant to MPM, therefore Station believes it is the primary beneficiary of MPM as defined in ASC Topic 810. As a result, Station consolidates MPM in its condensed consolidated financial
statements.

25

---



Table of Contents



Station has acquired certain parcels of land as part of future development activities. Station's decision whether to proceed with any
new gaming or development opportunity is dependent upon future economic and regulatory factors, the availability of acceptable financing and competitive and strategic considerations. As many of these
considerations are beyond Station's control, no assurances can be made that it will be able to proceed with any particular project.

As
of March 31, 2011, Station had $240.8 million of land held for development consisting primarily of eleven sites that are owned or leased, which includes 368 acres in the
Las Vegas valley, 772 acres in northern California and 200 acres in Reno, Nevada. The primary gaming-entitled land that Station
owns in the Las Vegas valley consists of 77 acres of land (96 acres including those leased or under contract) on which the Wild Wild West is located and the surrounding area, 71 acres located at the
intersection of Durango Road and the Southern Beltway/Interstate 215 in the southwest area of Las Vegas, 58 acres also located in southwest Las Vegas at the intersection of Town Center and Interstate
215, 45 acres in the master-planned community of Inspirada located in Henderson, Nevada, 58 acres located on the southern end of Las Vegas Boulevard at Cactus Avenue, and 30 acres on Boulder Highway
at the site formerly known as the Castaways Hotel Casino and Bowling Center.

In
December 2008, Station amended the lease and purchase agreement for the 19-acre parcel of land on which the Wild Wild West is located. Under the amended agreement, Station
has an option to purchase the land for a purchase price of $36 million. The amended lease also includes options to purchase the land in July 2023, 2044 and 2065 for a purchase price equal to
fair market value as of July 2022, 2043 and 2064, respectively. No amounts related to these purchase options have been recorded on Station's condensed consolidated balance sheets at March 31,
2011. In March 2011, Station was notified by the lessor that the lease had been terminated. Station is currently in negotiations regarding possible modifications to this lease, however Station can
provide no assurance that it will be able to reach an agreement with the lessor.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency
exchange rates and commodity prices. Our primary exposure to market risk will be interest rate risk associated with our long-term debt that is expected to bear interest based on floating
rates. The interest on the Propco Credit Agreement, Opco Credit Agreement, GVR Term Loan and Restructured Land Loan, each to be entered into on the Effective Date, is expected to be based on a the
LIBOR rate or base rate (both of which are floating) plus a stated amount. (See Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationStation
Casinos LLCLiquidity and Capital Resources).

Based
upon assumed borrowings of $1.7 billion outstanding under our Propco Credit Agreement, a hypothetical 100 basis point (1%) change in interest rates would result in an annual
interest expense change of up to approximately $17.0 million. Based upon assumed borrowings of $460.7 million outstanding under our Opco Credit Agreement, a hypothetical 100 basis point
(1%) change in interest rates would result in an annual interest expense change of up to approximately $4.6 million. Based upon assumed borrowings of $105.0 million outstanding under the
Restructured Land Loan, a hypothetical 100 basis point (1%) change in interest rates would result in an annual interest expense change of up to approximately $1.0 million. Based upon assumed
borrowings of $310.0 outstanding under the GVR Term Loan, a hypothetical 100 basis point (1%) change in interest rates would result in an annual interest expense change of up to approximately
$3.1 million.

Item 4.    Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the
participation of the principal executive officer and principal financial officer, of

26

---



Table of Contents

the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on
this evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective and designed to ensure that information
required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. The evaluation conducted did not include an evaluation of Station or Green Valley
Ranch.

27

---





Table of Contents



Part IIOTHER INFORMATION



Item 1.    Legal Proceedings

The Company is not a party to any litigation. However, Station and Green Valley Ranch were from time to time subject to litigation
relating to routine matters incidental to their
business. Litigation claims against STN will be satisfied pursuant to the Plan and will not be assumed by us. Litigation claims against subsidiaries of STN are addressed in the Subsidiary Plan. We
expect to be subject to other claims from time to time following the Effective Date.

Item 1A.    Risk Factors

A description of our risk factors can be found in Item 1A of our Annual Report on Form 10-K, for the year
ended December 31, 2010. There have been no material changes from the risk factors described in our Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of ProceedsNone.



Item 3.    Defaults Upon Senior SecuritiesNone.



Item 4.    Removed and Reserved



Item 5.    Other InformationNone.



Item 6.    Exhibits





28

---







Table of Contents



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

STATION CASINOS LLC,RegistrantDATE: May 16, 2011

/s/ THOMAS M. FRIEL Thomas M. Friel, Executive Vice President,
Chief Accounting Officer and Treasurer(Principal Accounting Officer)


29

---