CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Senior Notes due May 2023 ("6.875% Notes") and our 6.375% Notes is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

On September 2, 2016, we notified the trustees of our 6.875% Notes and our 6.375% Notes of our designation of the following additional subsidiaries as "Restricted Subsidiaries": Boyd Acquisition I, LLC, Boyd Acquisition II, LLC, Peninsula Gaming, LLC, Belle of Orleans, L.L.C., Diamond Jo, LLC, Diamond Jo Worth, LLC, Kansas Star Casino, LLC, and The Old Evangeline Downs, L.L.C.

The tables below present the condensed consolidating balance sheets as of September 30, 2016, and December 31, 2015, the condensed consolidating statements of operations for the three and nine months ended September 30, 2016 and 2015, and the condensed consolidating statements of cash flows for the nine months ended September 30, 2016 and 2015. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the additional Restricted Subsidiaries listed above as subsidiary guarantors.

Condensed Consolidating Balance Sheets



	September 30, 2016
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,705	$	145,570	$	12,413		$	—		$	—		$	159,688
Other current assets	16,023		88,533		15,764			—			(9,708		)	110,612
Property and equipment, net	68,118		2,099,977		94,535			—			—			2,262,630
Investments in subsidiaries	4,509,550		—		—			—			(4,509,550		)	—
Intercompany receivable	—		1,489,652		—			—			(1,489,652		)	—
Other assets, net	13,336		30,165		21,497			—			(13,232		)	51,766
Intangible assets, net	—		854,046		24,059			—			—			878,105
Goodwill, net	—		684,529		309,324			—			—			993,853
Total assets	$	4,608,732	$	5,392,472	$	477,592		$	—		$	(6,022,142	)	$	4,456,654

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	30,250	$	—	$	—		$	—		$	—		$	30,250
Other current liabilities	127,456		190,831		40,799			—			(233		)	358,853
Accumulated losses of subsidiaries in excess of investment	—		169,906		265			—			(170,171		)	—
Intercompany payable	534,902		—		963,992			254			(1,499,148		)	—
Long-term debt, net of current maturities and debt issuance costs	2,956,362		—		636			—			—			2,956,998
Other long-term liabilities	36,786		163,973		—			—			(13,232		)	187,527

Boyd Gaming Corporation stockholders' equity (deficit)	922,976		4,867,762		(528,100		)	(254		)	(4,339,408		)	922,976
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	922,976		4,867,762		(528,100		)	(254		)	(4,339,358		)	923,026
Total liabilities and stockholders' equity	$	4,608,732	$	5,392,472	$	477,592		$	—		$	(6,022,142	)	$	4,456,654

Condensed Consolidating Balance Sheets - continued



	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	156,116	$	2,482		$	221		$	—		$	158,821
Other current assets	14,602		74,402		10,415			—			(1,008		)	98,411
Property and equipment, net	68,515		2,120,455		36,372			—			—			2,225,342
Investments in subsidiaries	3,547,690		—		—			—			(3,547,690		)	—
Intercompany receivable	—		1,701,817		—			—			(1,701,817		)	—
Other assets, net	12,521		30,755		18,293			—			(13,228		)	48,341
Intangible assets, net	—		865,995		24,059			—			—			890,054
Goodwill, net	—		684,529		781			—			—			685,310
Investment in unconsolidated subsidiary held for sale	—		244,621		—			—			—			244,621
Total assets	$	3,643,330	$	5,878,690	$	92,402		$	221		$	(5,263,743	)	$	4,350,900

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	8,250	$	—		$	—		$	—		$	29,750
Other current liabilities	102,946		198,590		24,071			—			(286		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		4,507		302			—			(4,809		)	—
Intercompany payable	720,400		—		981,688			475			(1,702,563		)	—
Long-term debt, net of current maturities and debt issuance costs	2,255,800		983,999		—			—			—			3,239,799
Other long-term liabilities	34,723		226,524		—			—			(13,228		)	248,019

Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,907		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,857		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	5,878,690	$	92,402		$	221		$	(5,263,743	)	$	4,350,900

Condensed Consolidating Statements of Operations



	Three Months Ended September 30, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	29,708	$	523,904		$	13,252		$	—	$	(34,963	)	$	531,901
Operating costs and expenses
Operating	300		275,916			11,539			—		—			287,755
Selling, general and administrative	12,491		66,491			1,849			—		2			80,833
Maintenance and utilities	—		27,463			391			—		—			27,854
Depreciation and amortization	2,355		44,597			976			—		—			47,928
Corporate expense	14,247		471			1,159			—		—			15,877
Project development, preopening and writedowns	7,213		(5,646		)	2,168			—		—			3,735
Other operating items, net	—		3			—			—		—			3
Intercompany expenses	301		34,299			365			—		(34,965		)	—
Total operating costs and expenses	36,907		443,594			18,447			—		(34,963		)	463,985
Equity in earnings of subsidiaries	230,669		(607		)	—			—		(230,062		)	—
Operating income (loss)	223,470		79,703			(5,195		)	—		(230,062		)	67,916
Other expense (income)
Interest expense, net	41,778		12,369			6			—		—			54,153
Loss on early extinguishments and modifications of debt	28,356		13,162			—			—		—			41,518
Other, net	—		20			(19		)	—		—			1
Total other expense, net	70,134		25,551			(13		)	—		—			95,672
Income (loss) from continuing operations before income taxes	153,336		54,152			(5,182		)	—		(230,062		)	(27,756		)
Income taxes benefit (provision)	189,235		363			22			—		—			189,620
Income (loss) from continuing operations, net of tax	342,571		54,515			(5,160		)	—		(230,062		)	161,864
Income from discontinued operations, net of tax	—		180,707			—			—		—			180,707
Net income (loss)	$	342,571	$	235,222		$	(5,160	)	$	—	$	(230,062	)	$	342,571
Comprehensive income (loss)	$	342,988	$	235,639		$	(5,160	)	$	—	$	(230,479	)	$	342,988

Condensed Consolidating Statements of Operations - continued



	Three Months Ended September 30, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	28,946		$	539,768		$	12,048		$	—		$	(34,449	)	$	546,313
Operating costs and expenses
Operating	450			288,296			11,120			—			—			299,866
Selling, general and administrative	11,083			67,227			1,644			—			—			79,954
Maintenance and utilities	—			28,614			416			—			—			29,030
Depreciation and amortization	1,657			48,758			930			—			—			51,345
Corporate expense	13,503			526			980			—			—			15,009
Project development, preopening and writedowns	5			318			1,183			8			—			1,514
Other operating items, net	136			36			—			—			—			172
Intercompany expenses	301			33,827			321			—			(34,449		)	—
Total operating costs and expenses	27,135			467,602			16,594			8			(34,449		)	476,890
Equity in earnings of subsidiaries	57,937			(665		)	(8		)	—			(57,264		)	—
Operating income (loss)	59,748			71,501			(4,554		)	(8		)	(57,264		)	69,423
Other expense (income)
Interest expense, net	33,883			22,209			6			—			—			56,098
Loss on early extinguishments of debt	444			419			—			—			—			863
Other, net	(2		)	1,775			(20		)	—			—			1,753
Total other expense, net	34,325			24,403			(14		)	—			—			58,714
Income (loss) from continuing operations before income taxes	25,423			47,098			(4,540		)	(8		)	(57,264		)	10,709
Income taxes benefit (provision)	2			(3,692		)	(4		)	—			—			(3,694		)
Income (loss) from continuing operations, net of tax	25,425			43,406			(4,544		)	(8		)	(57,264		)	7,015
Income from discontinued operations, net of tax	—			18,410			—			—			—			18,410
Net income (loss)	$	25,425		$	61,816		$	(4,544	)	$	(8	)	$	(57,264	)	$	25,425
Comprehensive income (loss)	$	26,067		$	62,458		$	(4,544	)	$	(8	)	$	(57,906	)	$	26,067

Condensed Consolidating Statements of Operations - continued



	Nine Months Ended September 30, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	91,901	$	1,607,719		$	37,646		$	—	$	(108,113	)	$	1,629,153
Operating costs and expenses
Operating	1,200		838,837			32,881			—		—			872,918
Selling, general and administrative	37,203		199,308			5,171			—		4			241,686
Maintenance and utilities	—		75,675			1,036			—		—			76,711
Depreciation and amortization	6,375		134,487			2,969			—		—			143,831
Corporate expense	45,121		1,380			3,382			—		—			49,883
Project development, preopening and writedowns	11,205		(4,382		)	4,650			—		—			11,473
Impairments of assets	1,440		—			—			—		—			1,440
Other operating items, net	106		449			—			—		—			555
Intercompany expenses	903		106,119			1,095			—		(108,117		)	—
Total operating costs and expenses	103,553		1,351,873			51,184			—		(108,113		)	1,398,497
Equity in earnings of subsidiaries	372,953		(1,375		)	—			—		(371,578		)	—
Operating income (loss)	361,301		254,471			(13,538		)	—		(371,578		)	230,656
Other expense (income)
Interest expense, net	116,245		51,386			18			—		—			167,649
Loss on early extinguishments and modifications of debt	28,356		14,008			—			—		—			42,364
Other, net	1		196			(54		)	—		—			143
Total other expense, net	144,602		65,590			(36		)	—		—			210,156
Income (loss) from continuing operations before income taxes	216,699		188,881			(13,502		)	—		(371,578		)	20,500
Income taxes benefit (provision)	189,084		(14,845		)	(8		)	—		—			174,231
Income (loss) from continuing operations, net of tax	405,783		174,036			(13,510		)	—		(371,578		)	194,731
Income from discontinued operations, net of tax	—		211,052			—			—		—			211,052
Net income (loss)	$	405,783	$	385,088		$	(13,510	)	$	—	$	(371,578	)	$	405,783
Comprehensive income (loss)	$	406,537	$	385,842		$	(13,510	)	$	—	$	(372,332	)	$	406,537

Condensed Consolidating Statements of Operations - continued



	Nine Months Ended September 30, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	91,048		$	1,637,995		$	35,568		$	—		$	(107,853	)	$	1,656,758
Operating costs and expenses
Operating	1,350			861,418			33,080			—			—			895,848
Selling, general and administrative	35,828			201,857			4,971			—			—			242,656
Maintenance and utilities	—			79,809			1,156			—			—			80,965
Depreciation and amortization	4,446			147,900			2,905			—			—			155,251
Corporate expense	48,032			1,435			2,546			—			—			52,013
Project development, preopening and writedowns	(36		)	1,253			2,923			78			—			4,218
Impairments of assets	—			—			1,065			—			—			1,065
Other operating items, net	136			206			—			—			—			342
Intercompany expenses	903			105,899			1,051			—			(107,853		)	—
Total operating costs and expenses	90,659			1,399,777			49,697			78			(107,853		)	1,432,358
Equity in earnings of subsidiaries	163,319			(1,778		)	(78		)	—			(161,463		)	—
Operating income (loss)	163,708			236,440			(14,207		)	(78		)	(161,463		)	224,400
Other expense (income)
Interest expense, net	101,302			67,908			18			—			—			169,228
Loss on early extinguishments of debt	30,452			1,881			—			—			—			32,333
Other, net	415			2,886			340			—			—			3,641
Total other expense, net	132,169			72,675			358			—			—			205,202
Income (loss) from continuing operations before income taxes	31,539			163,765			(14,565		)	(78		)	(161,463		)	19,198
Income taxes benefit (provision)	22,564			(16,593		)	(40		)	—			—			5,931
Income (loss) from continuing operations, net of tax	54,103			147,172			(14,605		)	(78		)	(161,463		)	25,129
Income from discontinued operations, net of tax	—			28,974			—			—			—			28,974
Net income (loss)	$	54,103		$	176,146		$	(14,605	)	$	(78	)	$	(161,463	)	$	54,103
Comprehensive income (loss)	$	53,982		$	176,025		$	(14,605	)	$	(78	)	$	(161,342	)	$	53,982

Condensed Consolidating Statements of Cash Flows



	Nine Months Ended September 30, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(87,625	)	$	309,530		$	26,251		$	—		$	8,750		$	256,906
Cash flows from investing activities
Capital expenditures	(29,012		)	(87,679		)	(639		)	—			—			(117,330		)
Cash paid for acquisition, net of cash received	(372,322		)	—			—			—			—			(372,322		)
Net activity with affiliates	—			212,165			—			—			(212,165		)	—
Other investing activities	—			704			2,015			—			—			2,719
Net cash from investing activities	(401,334		)	125,190			1,376			—			(212,165		)	(486,933		)
Cash flows from financing activities
Borrowings under bank credit facility	1,622,075			237,000			—			—			—			1,859,075
Payments under bank credit facility	(1,290,800		)	(899,750		)	—			—			—			(2,190,550		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Retirements of senior notes	(350,000		)	(350,000		)	—			—			—			(700,000		)
Debt financing costs, net	(40,718		)	—			—			—			—			(40,718		)
Premium and consent fees paid	(15,750		)	—			—			—			—			(15,750		)
Net activity with affiliates	(185,498		)	—			(17,696		)	(221		)	203,415			—
Share-based compensation activities, net	1,353			—			—			—			—			1,353
Net cash from financing activities	490,662			(1,012,750		)	(17,696		)	(221		)	203,415			(336,590		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(26,596		)	—			—			—			(26,596		)
Cash flows from investing activities	—			594,080			—			—			—			594,080
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			567,484			—			—			—			567,484
Net change in cash and cash equivalents	1,703			(10,546		)	9,931			(221		)	—			867
Cash and cash equivalents, beginning of period	2			156,116			2,482			221			—			158,821
Cash and cash equivalents, end of period	$	1,705		$	145,570		$	12,413		$	—		$	—		$	159,688

Condensed Consolidating Statements of Cash Flows - continued



	Nine Months Ended September 30, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(38,073	)	$	281,845		$	(16,309	)	$	(78	)	$	14,064		$	241,449
Cash flows from investing activities
Capital expenditures	(38,068		)	(48,832		)	(97		)	—			—			(86,997		)
Net activity with affiliates	—			(181,674		)	—			—			181,674			—
Other investing activities	2,618			1,159			—			—			—			3,777
Net cash from investing activities	(35,450		)	(229,347		)	(97		)	—			181,674			(83,220		)
Cash flows from financing activities
Borrowings under bank credit facility	627,000			262,100			—			—			—			889,100
Payments under bank credit facility	(949,700		)	(335,550		)	—			—			—			(1,285,250		)
Proceeds from issuance of senior notes, net	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,001		)	—			—			—			—			(14,001		)
Retirements of senior notes	(500,000		)	—			—			—			—			(500,000		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	178,596			—			17,064			78			(195,738		)	—
Share-based compensation activities, net	5,875			—			—			—			—			5,875
Other financing activities	—			(3		)	—			—			—			(3		)
Net cash from financing activities	73,524			(73,453		)	17,064			78			(195,738		)	(178,525		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			—			—			—			—
Cash flows from investing activities	—			—			—			—			—			—
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			—			—			—			—			—
Net change in cash and cash equivalents	1			(20,955		)	658			—			—			(20,296		)
Cash and cash equivalents, beginning of period	2			143,580			1,540			219			—			145,341
Cash and cash equivalents, end of period	$	3		$	122,625		$	2,198		$	219		$	—		$	125,045