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 September 30, 2017 and December 31, 2016, the condensed consolidating statements of operations for the three and nine months ended September 30, 2017 and 2016, and the condensed consolidating statements of cash flows for the nine months ended September 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



	September 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	$	(41	)	$	155,898	$	2,975		$	—	$	—		$	158,832
Other current assets	77,853			34,533		12,563			—		(994		)	123,955
Property and equipment, net	71,678			2,456,577		27,861			—		—			2,556,116
Investments in subsidiaries	4,779,506			—		3,385			—		(4,782,891		)	—
Intercompany receivable	—			1,852,237		—			—		(1,852,237		)	—
Other assets, net	14,224			29,030		38,372			—		—			81,626
Intangible assets, net	—			822,557		24,059			—		—			846,616
Goodwill, net	—			887,442		782			—		—			888,224
Total assets	$	4,943,220		$	6,238,274	$	109,997		$	—	$	(6,636,122	)	$	4,655,369

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,894		$	87	$	—		$	—	$	—		$	23,981
Other current liabilities	127,641			208,632		27,201			—		(231		)	363,243
Accumulated losses of subsidiaries in excess of investment	—			32,066		—			—		(32,066		)	—
Intercompany payable	817,198			—		1,035,525			—		(1,852,723		)	—
Long-term debt, net of current maturities and debt issuance costs	3,045,168			418		—			—		—			3,045,586
Other long-term liabilities	(104,791		)	314,965		(21,725		)	—		—			188,449
Total stockholders' equity (deficit)	1,034,110			5,682,106		(931,004		)	—		(4,751,102		)	1,034,110
Total liabilities and stockholders' equity	$	4,943,220		$	6,238,274	$	109,997		$	—	$	(6,636,122	)	$	4,655,369

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 September 30, 2017
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	17,827	$	580,932		$	11,552		$	—	$	(22,646	)	$	587,665
Operating costs and expenses
Operating	—		298,306			10,889			—		—			309,195
Selling, general and administrative	—		89,438			1,850			—		—			91,288
Maintenance and utilities	—		29,839			405			—		—			30,244
Depreciation and amortization	3,218		50,935			1,048			—		—			55,201
Corporate expense	18,757		274			308			—		—			19,339
Project development, preopening and writedowns	1,252		646			1,077			—		—			2,975
Other operating items, net	127		631			—			—		—			758
Intercompany expenses	301		22,345			—			—		(22,646		)	—
Total operating costs and expenses	23,655		492,414			15,577			—		(22,646		)	509,000
Equity in earnings (losses) of subsidiaries	55,529		(559		)	—			—		(54,970		)	—
Operating income (loss)	49,701		87,959			(4,025		)	—		(54,970		)	78,665
Other expense (income)
Interest expense, net	42,544		306			7			—		—			42,857
Loss on early extinguishments of debt	319		—			—			—		—			319
Other, net	18		(139		)	(18		)	—		—			(139		)
Total other expense, net	42,881		167			(11		)	—		—			43,037
Income (loss) before income taxes	6,820		87,792			(4,014		)	—		(54,970		)	35,628
Income taxes benefit (provision)	16,156		(30,087		)	1,279			—		—			(12,652		)
Net income (loss)	$	22,976	$	57,705		$	(2,735	)	$	—	$	(54,970	)	$	22,976
Comprehensive income (loss)	$	22,671	$	57,400		$	(2,735	)	$	—	$	(54,665	)	$	22,671

Condensed Consolidating Statements of Operations - continued



	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	$	524,944		$	12,212		$	—	$	(34,963	)	$	531,901
Operating costs and expenses
Operating	300		276,484			10,971			—		—			287,755
Selling, general and administrative	12,491		66,717			1,623			—		2			80,833
Maintenance and utilities	—		27,463			391			—		—			27,854
Depreciation and amortization	2,355		44,595			978			—		—			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		444,386			17,655			—		(34,963		)	463,985
Equity in earnings (losses) of subsidiaries	230,669		(607		)	—			—		(230,062		)	—
Operating income (loss)	223,470		79,951			(5,443		)	—		(230,062		)	67,916
Other expense (income)
Interest expense, net	41,778		12,369			6			—		—			54,153
Loss on early extinguishments 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		54,400			(5,430		)	—		(230,062		)	(27,756		)
Income taxes benefit	189,235		363			22			—		—			189,620
Income (loss) from continuing operations, net of tax	342,571		54,763			(5,408		)	—		(230,062		)	161,864
Income from discontinued operations, net of tax	—		180,707			—			—		—			180,707
Net income (loss)	$	342,571	$	235,470		$	(5,408	)	$	—	$	(230,062	)	$	342,571
Comprehensive income (loss)	$	342,988	$	235,887		$	(5,408	)	$	—	$	(230,479	)	$	342,988

Condensed Consolidating Statements of Operations - continued



	Nine Months Ended September 30, 2017
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	55,027	$	1,771,644		$	35,870		$	—	$	(69,666	)	$	1,792,875
Operating costs and expenses
Operating	—		903,434			32,548			—		—			935,982
Selling, general and administrative	23		270,168			5,770			—		(23		)	275,938
Maintenance and utilities	—		81,451			1,056			—		—			82,507
Depreciation and amortization	8,744		149,905			3,079			—		—			161,728
Corporate expense	61,128		1,012			1,248			—		—			63,388
Project development, preopening and writedowns	3,979		2,227			2,525			—		—			8,731
Other operating items, net	352		1,355			—			—		—			1,707
Intercompany expenses	903		68,740			—			—		(69,643		)	—
Total operating costs and expenses	75,129		1,478,292			46,226			—		(69,666		)	1,529,981
Equity in earnings (losses) of subsidiaries	207,414		(857		)	—			—		(206,557		)	—
Operating income (loss)	187,312		292,495			(10,356		)	—		(206,557		)	262,894
Other expense (income)
Interest expense, net	127,344		981			19			—		—			128,344
Loss on early extinguishments and modifications of debt	853		—			—			—		—			853
Other, net	538		45			(52		)	—		—			531
Total other expense, net	128,735		1,026			(33		)	—		—			129,728
Income (loss) from continuing operations before income taxes	58,577		291,469			(10,323		)	—		(206,557		)	133,166
Income taxes benefit (provision)	48,466		(99,325		)	3,344			—		—			(47,515		)
Income (loss) from continuing operations, net of tax	107,043		192,144			(6,979		)	—		(206,557		)	85,651
Income from discontinued operations, net of tax	—		21,392			—			—		—			21,392
Net income (loss)	$	107,043	$	213,536		$	(6,979	)	$	—	$	(206,557	)	$	107,043
Comprehensive income (loss)	$	107,844	$	214,337		$	(6,979	)	$	—	$	(207,358	)	$	107,844

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	$	1,608,759		$	36,606		$	—	$	(108,113	)	$	1,629,153
Operating costs and expenses
Operating	1,200		839,405			32,313			—		—			872,918
Selling, general and administrative	37,203		199,534			4,945			—		4			241,686
Maintenance and utilities	—		75,675			1,036			—		—			76,711
Depreciation and amortization	6,375		134,485			2,971			—		—			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		1,352,665			50,392			—		(108,113		)	1,398,497
Equity in earnings (losses) of subsidiaries	372,953		(1,375		)	—			—		(371,578		)	—
Operating income (loss)	361,301		254,719			(13,786		)	—		(371,578		)	230,656
Other expense (income)
Interest expense, net	116,245		51,386			18			—		—			167,649
Loss on early extinguishments 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		189,129			(13,750		)	—		(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		174,284			(13,758		)	—		(371,578		)	194,731
Income from discontinued operations, net of tax	—		211,052			—			—		—			211,052
Net income (loss)	$	405,783	$	385,336		$	(13,758	)	$	—	$	(371,578	)	$	405,783
Comprehensive income (loss)	$	406,537	$	386,090		$	(13,758	)	$	—	$	(372,332	)	$	406,537

Condensed Consolidating Statements of Cash Flows



	Nine Months Ended September 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	$	(39,365	)	$	370,417		$	(9,570	)	$	254		$	1,436		$	323,172
Cash flows from investing activities
Capital expenditures	(82,241		)	(78,801		)	(210		)	—			—			(161,252		)
Cash paid for acquisition, net of cash received	(1,153		)	—			—			—			—			(1,153		)
Net activity with affiliates	—			(361,220		)	—			—			361,220			—
Advances pursuant to development agreement	—			—			(35,108		)	—			—			(35,108		)
Other investing activities	—			492			—			—			—			492
Net cash from investing activities	(83,394		)	(439,529		)	(35,318		)	—			361,220			(197,021		)
Cash flows from financing activities
Borrowings under bank credit facility	463,300			—			—			—			—			463,300
Payments under bank credit facility	(628,211		)	—			—			—			—			(628,211		)
Debt financing costs, net	(2,700		)	—			—			—			—			(2,700		)
Net activity with affiliates	318,333			—			44,577			(254		)	(362,656		)	—
Share-based compensation activities, net	(1,993		)	—			—			—			—			(1,993		)
Shares repurchased and retired	(22,160		)	—			—			—			—			(22,160		)
Dividends paid	(5,653		)	—			—			—			—			(5,653		)
Other financing activities	590			(87		)	—			—			—			503
Net cash from financing activities	121,506			(87		)	44,577			(254		)	(362,656		)	(196,914		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(514		)	—			—			—			(514		)
Cash flows from investing activities	—			36,247			—			—			—			36,247
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			35,733			—			—			—			35,733
Net change in cash and cash equivalents	(1,253		)	(33,466		)	(311		)	—			—			(35,030		)
Cash and cash equivalents, beginning of period	1,212			189,364			3,286			—			—			193,862
Cash and cash equivalents, end of period	$	(41	)	$	155,898		$	2,975		$	—		$	—		$	158,832

Condensed Consolidating Statements of Cash Flows - 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
Cash flows from operating activities
Net cash from operating activities	$	(87,625	)	$	319,428		$	16,353		$	—		$	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	—			212,344			—			—			(212,344		)	—
Other investing activities	—			704			2,015			—			—			2,719
Net cash from investing activities	(401,334		)	125,369			1,376			—			(212,344		)	(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		)	—			(17,875		)	(221		)	203,594			—
Share-based compensation activities, net	1,353			—			—			—			—			1,353
Net cash from financing activities	490,662			(1,012,750		)	(17,875		)	(221		)	203,594			(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			(469		)	(146		)	(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		$	155,647		$	2,336		$	—		$	—		$	159,688