CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 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 March 7, 2017, Aliante, Cannery and Eastside Cannery became guarantors of the 6.875% Notes, the 6.375% Notes and the Credit Facility.

The tables below present the condensed consolidating balance sheets as of June 30, 2017 and December 31, 2016, the condensed consolidating statements of operations for the three and six months ended June 30, 2017 and 2016, and the condensed consolidating statements of cash flows for the six months ended June 30, 2017 and 2016. 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



	June 30, 2017
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	160,590		$	2,373		$	—	$	—		$	162,963
Other current assets	71,082			35,677			11,545			—		(1,524		)	116,780
Property and equipment, net	74,841			2,464,507			28,249			—		—			2,567,597
Investments in subsidiaries	4,706,336			(14,054		)	2,088			—		(4,694,370		)	—
Intercompany receivable	—			1,741,903			—			—		(1,741,903		)	—
Other assets, net	14,180			27,615			38,605			—		—			80,400
Intangible assets, net	—			826,487			24,060			—		—			850,547
Goodwill, net	—			889,454			782			—		—			890,236
Total assets	$	4,866,439		$	6,132,179		$	107,702		$	—	$	(6,437,797	)	$	4,668,523

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	92		$	—		$	—	$	—		$	23,987
Other current liabilities	79,123			204,757			44,565			—		(1,074		)	327,371
Intercompany payable	728,943			—			1,013,133			—		(1,742,076		)	—
Long-term debt, net of current maturities and debt issuance costs	3,115,397			454			—			—		—			3,115,851
Other long-term liabilities	(105,236		)	303,957			(21,724		)	—		—			176,997
Total stockholders' equity (deficit)	1,024,317			5,622,919			(928,272		)	—		(4,694,647		)	1,024,317
Total liabilities and stockholders' equity	$	4,866,439		$	6,132,179		$	107,702		$	—	$	(6,437,797	)	$	4,668,523

Condensed Consolidating Balance Sheets - continued



	December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,212		$	189,364	$	3,286		$	—		$	—		$	193,862
Other current assets	78,915			26,715		8,908			—			(453		)	114,085
Property and equipment, net	73,180			2,503,127		28,862			—			—			2,605,169
Investments in subsidiaries	4,505,897			139,465		—			—			(4,645,362		)	—
Intercompany receivable	—			1,491,017		—			—			(1,491,017		)	—
Other assets, net	13,598			31,899		3,708			—			—			49,205
Intangible assets, net	—			857,894		24,060			—			—			881,954
Goodwill, net	—			825,694		782			—			—			826,476
Total assets	$	4,672,802		$	6,065,175	$	69,606		$	—		$	(6,136,832	)	$	4,670,751

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	30,250		$	86	$	—		$	—		$	—		$	30,336
Other current liabilities	93,762			196,391		46,444			—			(1,429		)	335,168
Accumulated losses of subsidiaries in excess of investment	—			—		8,257			—			(8,257		)	—
Intercompany payable	521,002			—		968,811			254			(1,490,067		)	—
Long-term debt, net of current maturities and debt issuance costs	3,198,613			506		—			—			—			3,199,119
Other long-term liabilities	(104,901		)	298,624		(21,721		)	—			—			172,002

Boyd Gaming Corporation stockholders' equity (deficit)	934,076			5,569,568		(932,185		)	(254		)	(4,637,129		)	934,076
Noncontrolling interest	—			—		—			—			50			50
Total stockholders' equity (deficit)	934,076			5,569,568		(932,185		)	(254		)	(4,637,079		)	934,126
Total liabilities and stockholders' equity	$	4,672,802		$	6,065,175	$	69,606		$	—		$	(6,136,832	)	$	4,670,751

Condensed Consolidating Statements of Operations



	Three Months Ended June 30, 2017
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	18,490	$	592,610		$	12,225		$	—	$	(23,457	)	$	599,868
Operating costs and expenses
Operating	—		301,744			10,801			—		—			312,545
Selling, general and administrative	17		91,129			1,908			—		(17		)	93,037
Maintenance and utilities	—		25,511			353			—		—			25,864
Depreciation and amortization	2,844		48,687			1,032			—		—			52,563
Corporate expense	22,507		374			370			—		—			23,251
Project development, preopening and writedowns	1,472		702			610			—		—			2,784
Other operating items, net	150		313			—			—		—			463
Intercompany expenses	301		23,139			—			—		(23,440		)	—
Total operating costs and expenses	27,291		491,599			15,074			—		(23,457		)	510,507
Equity in earnings (losses) of subsidiaries	85,286		(169		)	—			—		(85,117		)	—
Operating income (loss)	76,485		100,842			(2,849		)	—		(85,117		)	89,361
Other expense (income)
Interest expense, net	41,961		306			6			—		—			42,273
Loss on early extinguishments of debt	378		—			—			—		—			378
Other, net	520		57			(18		)	—		—			559
Total other expense, net	42,859		363			(12		)	—		—			43,210
Income (loss) from continuing operations before income taxes	33,626		100,479			(2,837		)	—		(85,117		)	46,151
Income taxes benefit (provision)	14,952		(34,450		)	908			—		—			(18,590		)
Income (loss) from continuing operations, net of tax	48,578		66,029			(1,929		)	—		(85,117		)	27,561
Income from discontinued operations, net of tax	—		21,017			—			—		—			21,017
Net income (loss)	$	48,578	$	87,046		$	(1,929	)	$	—	$	(85,117	)	$	48,578
Comprehensive income (loss)	$	49,113	$	87,581		$	(1,929	)	$	—	$	(85,652	)	$	49,113

Condensed Consolidating Statements of Operations - continued



	Three Months Ended June 30, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	30,992		$	537,983		$	12,269		$	—	$	(36,370	)	$	544,874
Operating costs and expenses
Operating	450			278,771			10,783			—		—			290,004
Selling, general and administrative	12,326			65,096			1,580			—		—			79,002
Maintenance and utilities	—			24,677			332			—		—			25,009
Depreciation and amortization	2,242			45,131			877			—		—			48,250
Corporate expense	14,565			448			1,086			—		—			16,099
Project development, preopening and writedowns	3,236			737			1,924			—		—			5,897
Other operating items, net	—			123			—			—		—			123
Intercompany expenses	301			35,704			365			—		(36,370		)	—
Total operating costs and expenses	33,120			450,687			16,947			—		(36,370		)	464,384
Equity in earnings (losses) of subsidiaries	73,765			(407		)	—			—		(73,358		)	—
Operating income (loss)	71,637			86,889			(4,678		)	—		(73,358		)	80,490
Other expense (income)
Interest expense, net	41,539			19,383			6			—		—			60,928
Loss on early extinguishments of debt	—			419			—			—		—			419
Other, net	—			83			(18		)	—		—			65
Total other expense, net	41,539			19,885			(12		)	—		—			61,412
Income (loss) from continuing operations before income taxes	30,098			67,004			(4,666		)	—		(73,358		)	19,078
Income taxes provision	(76		)	(7,673		)	(22		)	—		—			(7,771		)
Income (loss) from continuing operations, net of tax	30,022			59,331			(4,688		)	—		(73,358		)	11,307
Income from discontinued operations, net of tax	—			18,713			2			—		—			18,715
Net income (loss)	$	30,022		$	78,044		$	(4,686	)	$	—	$	(73,358	)	$	30,022
Comprehensive income (loss)	$	29,837		$	77,859		$	(4,686	)	$	—	$	(73,173	)	$	29,837

Condensed Consolidating Statements of Operations - continued



	Six Months Ended June 30, 2017
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	37,200	$	1,190,712		$	24,318		$	—	$	(47,020	)	$	1,205,210
Operating costs and expenses
Operating	—		605,128			21,659			—		—			626,787
Selling, general and administrative	23		180,730			3,920			—		(23		)	184,650
Maintenance and utilities	—		51,612			651			—		—			52,263
Depreciation and amortization	5,526		98,970			2,031			—		—			106,527
Corporate expense	42,371		738			940			—		—			44,049
Project development, preopening and writedowns	2,727		1,581			1,448			—		—			5,756
Other operating items, net	225		724			—			—		—			949
Intercompany expenses	602		46,395			—			—		(46,997		)	—
Total operating costs and expenses	51,474		985,878			30,649			—		(47,020		)	1,020,981
Equity in earnings (losses) of subsidiaries	151,885		(298		)	—			—		(151,587		)	—
Operating income (loss)	137,611		204,536			(6,331		)	—		(151,587		)	184,229
Other expense (income)
Interest expense, net	84,800		675			12			—		—			85,487
Loss on early extinguishments and modifications of debt	534		—			—			—		—			534
Other, net	520		184			(34		)	—		—			670
Total other expense, net	85,854		859			(22		)	—		—			86,691
Income (loss) from continuing operations before income taxes	51,757		203,677			(6,309		)	—		(151,587		)	97,538
Income taxes benefit (provision)	32,310		(69,238		)	2,065			—		—			(34,863		)
Income (loss) from continuing operations, net of tax	84,067		134,439			(4,244		)	—		(151,587		)	62,675
Income from discontinued operations, net of tax	—		21,392			—			—		—			21,392
Net income (loss)	$	84,067	$	155,831		$	(4,244	)	$	—	$	(151,587	)	$	84,067
Comprehensive income (loss)	$	85,173	$	156,937		$	(4,244	)	$	—	$	(152,693	)	$	85,173

Condensed Consolidating Statements of Operations - continued



	Six Months Ended June 30, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	62,193		$	1,083,815		$	24,394		$	—	$	(73,150	)	$	1,097,252
Operating costs and expenses
Operating	900			562,921			21,342			—		—			585,163
Selling, general and administrative	24,712			132,817			3,322			—		2			160,853
Maintenance and utilities	—			48,212			645			—		—			48,857
Depreciation and amortization	4,020			89,890			1,993			—		—			95,903
Corporate expense	30,874			909			2,223			—		—			34,006
Project development, preopening and writedowns	3,992			1,264			2,482			—		—			7,738
Impairments of assets	1,440			—			—			—		—			1,440
Other operating items, net	106			446			—			—		—			552
Intercompany expenses	602			71,820			730			—		(73,152		)	—
Total operating costs and expenses	66,646			908,279			32,737			—		(73,150		)	934,512
Equity in earnings (losses) of subsidiaries	142,284			(768		)	—			—		(141,516		)	—
Operating income (loss)	137,831			174,768			(8,343		)	—		(141,516		)	162,740
Other expense (income)
Interest expense, net	74,467			39,017			12			—		—			113,496
Loss on early extinguishments of debt	—			846			—			—		—			846
Other, net	1			176			(35		)	—		—			142
Total other expense, net	74,468			40,039			(23		)	—		—			114,484
Income (loss) from continuing operations before income taxes	63,363			134,729			(8,320		)	—		(141,516		)	48,256
Income taxes provision	(151		)	(15,195		)	(43		)	—		—			(15,389		)
Income (loss) from continuing operations, net of tax	63,212			119,534			(8,363		)	—		(141,516		)	32,867
Income from discontinued operations, net of tax	—			30,343			2			—		—			30,345
Net income (loss)	$	63,212		$	149,877		$	(8,361	)	$	—	$	(141,516	)	$	63,212
Comprehensive income (loss)	$	63,549		$	150,214		$	(8,361	)	$	—	$	(141,853	)	$	63,549

Condensed Consolidating Statements of Cash Flows



	Six Months Ended June 30, 2017
							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	$	(32,014	)	$	235,898		$	(10,027	)	$	254		$	1,123		$	195,234
Cash flows from investing activities
Capital expenditures	(68,685		)	(49,966		)	(100		)	—			—			(118,751		)
Net activity with affiliates	—			(250,886		)	—			—			250,886			—
Advances pursuant to development agreement	—			—			(35,108		)	—			—			(35,108		)
Other investing activities	—			492			—			—			—			492
Net cash from investing activities	(68,685		)	(300,360		)	(35,208		)	—			250,886			(153,367		)
Cash flows from financing activities
Borrowings under bank credit facility	535,900			—			—			—			—			535,900
Payments under bank credit facility	(628,037		)	—			—			—			—			(628,037		)
Debt financing costs, net	(2,381		)	—			—			—			—			(2,381		)
Net activity with affiliates	207,941			—			44,322			(254		)	(252,009		)	—
Share-based compensation activities, net	(2,796		)	—			—			—			—			(2,796		)
Shares repurchased and retired	(11,090		)	—			—			—			—			(11,090		)
Other financing activities	(50		)	(45		)	—			—			—			(95		)
Net cash from financing activities	99,487			(45		)	44,322			(254		)	(252,009		)	(108,499		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(514		)	—			—			—			(514		)
Cash flows from investing activities	—			36,247			—			—			—			36,247
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			35,733			—			—			—			35,733
Net change in cash and cash equivalents	(1,212		)	(28,774		)	(913		)	—			—			(30,899		)
Cash and cash equivalents, beginning of period	1,212			189,364			3,286			—			—			193,862
Cash and cash equivalents, end of period	$	—		$	160,590		$	2,373		$	—		$	—		$	162,963

Condensed Consolidating Statements of Cash Flows - continued



	Six Months Ended June 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	$	(59,978	)	$	210,976		$	9,283		$	—	$	(20	)	$	160,261
Cash flows from investing activities
Capital expenditures	(19,456		)	(52,470		)	(521		)	—		—			(72,447		)
Net activity with affiliates	—			(152,274		)	—			—		152,274			—
Other investing activities	—			704			—			—		—			704
Net cash from investing activities	(19,456		)	(204,040		)	(521		)	—		152,274			(71,743		)
Cash flows from financing activities
Borrowings under bank credit facility	223,900			165,000			—			—		—			388,900
Payments under bank credit facility	(530,350		)	(217,225		)	—			—		—			(747,575		)
Proceeds from issuance of senior notes	750,000			—			—			—		—			750,000
Debt financing costs, net	(12,936		)	—			—			—		—			(12,936		)
Net activity with affiliates	161,524			—			(9,270		)	—		(152,254		)	—
Share-based compensation activities, net	(104		)	—			—			—		—			(104		)
Net cash from financing activities	592,034			(52,225		)	(9,270		)	—		(152,254		)	378,285
Cash flows from discontinued operations
Cash flows from operating activities	—			2,654			—			—		—			2,654
Cash flows from investing activities	—			—			—			—		—			—
Cash flows from financing activities	—			—			—			—		—			—
Net cash from discontinued operations	—			2,654			—			—		—			2,654
Net change in cash and cash equivalents	512,600			(42,635		)	(508		)	—		—			469,457
Cash and cash equivalents, beginning of period	2			156,116			2,482			221		—			158,821
Cash and cash equivalents, end of period	$	512,602		$	113,481		$	1,974		$	221	$	—		$	628,278