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 our 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 December 31, 2017, and 2016, the condensed consolidating statements of operations for the years ended December 31, 2017, 2016 and 2015 and the condensed consolidating statements of cash flows for the years ended December 31, 2017, 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



	December 31, 2017
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	347		$	199,574	$	3,183		$	—	$	—		$	203,104
Other current assets	78,226			35,310		12,568			—		(545		)	125,559
Property and equipment, net	88,464			2,424,361		26,961			—		—			2,539,786
Investments in subsidiaries	4,917,341			—		18,097			—		(4,935,438		)	—
Intercompany receivable	—			1,934,559		—			—		(1,934,559		)	—
Other assets, net	14,725			33,369		38,217			—		—			86,311
Intangible assets, net	—			818,887		24,059			—		—			842,946
Goodwill, net	—			887,442		782			—		—			888,224
Total assets	$	5,099,103		$	6,333,502	$	123,867		$	—	$	(6,870,542	)	$	4,685,930

Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	86	$	—		$	—	$	—		$	23,981
Other current liabilities	130,030			205,994		19,563			—		(264		)	355,323
Accumulated losses of subsidiaries in excess of investment	—			73,130		—			—		(73,130		)	—
Intercompany payable	888,444			—		1,046,114			—		(1,934,558		)	—
Long-term debt, net of current maturities and debt issuance costs	3,051,481			418		—			—		—			3,051,899
Other long-term liabilities	(95,723		)	259,902		(10,428		)	—		—			153,751

Total stockholders' equity (deficit)	1,100,976			5,793,972		(931,382		)	—		(4,862,590		)	1,100,976
Total liabilities and stockholders' equity	$	5,099,103		$	6,333,502	$	123,867		$	—	$	(6,870,542	)	$	4,685,930

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



	Year Ended December 31, 2017
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	73,292		$	2,355,385		$	47,687		$	—	$	(92,657	)	$	2,383,707
Operating costs and expenses
Operating	—			1,203,933			43,182			—		—			1,247,115
Selling, general and administrative	44			354,423			7,612			—		(42		)	362,037
Maintenance and utilities	—			108,092			1,370			—		—			109,462
Depreciation and amortization	12,041			201,401			4,080			—		—			217,522
Corporate expense	85,362			1,140			1,646			—		—			88,148
Project development, preopening and writedowns	7,806			2,912			3,736			—		—			14,454
Impairments of assets	600			1			(1,027		)	—		—			(426		)
Other operating items, net	725			1,175			—			—		—			1,900
Intercompany expenses	1,204			91,411			—			—		(92,615		)	—
Total operating costs and expenses	107,782			1,964,488			60,599			—		(92,657		)	2,040,212
Equity in earnings (losses) of subsidiaries	330,514			(1,374		)	—			—		(329,140		)	—
Operating income (loss)	296,024			389,523			(12,912		)	—		(329,140		)	343,495
Other expense (income)
Interest expense, net	169,990			1,275			25			—		—			171,290
Loss on early extinguishments and modifications of debt	1,582			—			—			—		—			1,582
Other, net	(16		)	(98		)	(70		)	—		—			(184		)
Total other expense, net	171,556			1,177			(45		)	—		—			172,688
Income (loss) from continuing operations before income taxes	124,468			388,346			(12,867		)	—		(329,140		)	170,807
Income tax benefit (provision)	64,725			(73,317		)	5,586			—		—			(3,006		)
Income (loss) from continuing operations, net of tax	189,193			315,029			(7,281		)	—		(329,140		)	167,801
Income from discontinued operations, net of tax	—			21,392			—			—		—			21,392
Net income (loss)	$	189,193		$	336,421		$	(7,281	)	$	—	$	(329,140	)	$	189,193
Comprehensive income (loss)	$	189,626		$	336,854		$	(7,281	)	$	—	$	(329,573	)	$	189,626

Condensed Consolidating Statements of Operations - continued



	Year Ended December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	121,939	$	2,156,241		$	49,131		$	—	$	(143,335	)	$	2,183,976
Operating costs and expenses
Operating	1,200		1,127,654			42,879			—		—			1,171,733
Selling, general and administrative	49,938		265,485			6,584			—		2			322,009
Maintenance and utilities	—		98,741			1,279			—		—			100,020
Depreciation and amortization	8,767		183,531			3,928			—		—			196,226
Corporate expense	66,703		1,738			4,227			—		—			72,668
Project development, preopening and writedowns	18,079		(3,292		)	7,320			—		—			22,107
Impairments of assets	1,440		36,862			—			—		—			38,302
Other operating items, net	181		103			—			—		—			284
Intercompany expenses	1,205		140,671			1,461			—		(143,337		)	—
Total operating costs and expenses	147,513		1,851,493			67,678			—		(143,335		)	1,923,349
Equity in earnings (losses) of subsidiaries	442,902		(2,039		)	—			—		(440,863		)	—
Operating income (loss)	417,328		302,709			(18,547		)	—		(440,863		)	260,627
Other expense (income)
Interest expense, net	157,923		51,783			25			—		—			209,731
Loss on early extinguishments of debt	28,356		14,008			—			—		—			42,364
Other, net	1		617			(73		)	—		—			545
Total other expense (income), net	186,280		66,408			(48		)	—		—			252,640
Income (loss) from continuing operations before income taxes	231,048		236,301			(18,499		)	—		(440,863		)	7,987
Income tax benefit	186,955		10,405			126			—		—			197,486
Income (loss) from continuing operations, net of tax	418,003		246,706			(18,373		)	—		(440,863		)	205,473
Income from discontinued operations, net of tax	—		212,530			—			—		—			212,530
Net income (loss)	$	418,003	$	459,236		$	(18,373	)	$	—	$	(440,863	)	$	418,003
Comprehensive income (loss)	$	417,704	$	458,937		$	(18,373	)	$	—	$	(440,564	)	$	417,704

Consolidating Statements of Operations - continued



	Year Ended December 31, 2015
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	2,173,147		$	48,353		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		1,145,181			43,843			—			—			1,190,824
Selling, general and administrative	48,173		267,661			6,604			—			(18		)	322,420
Maintenance and utilities	—		103,086			1,462			—			—			104,548
Depreciation and amortization	6,179		196,865			4,074			—			—			207,118
Corporate expense	71,700		1,781			3,460			—			—			76,941
Project development, preopening and writedowns	884		2,351			3,596			76			—			6,907
Impairments of assets	—		17,500			1,065			—			—			18,565
Other operating items, net	599		308			—			—			—			907
Intercompany expenses	1,204		140,971			1,416			—			(143,591		)	—
Total operating costs and expenses	130,539		1,875,704			65,520			76			(143,609		)	1,928,230
Equity in earnings (losses) of subsidiaries	190,570		(2,204		)	(76		)	—			(188,290		)	—
Operating income (loss)	181,572		295,239			(17,243		)	(76		)	(188,290		)	271,202
Other expense
Interest expense, net	125,890		96,818			24			—			—			222,732
Loss on early extinguishments of debt	30,829		9,904			—			—			—			40,733
Other, net	396		2,959			321			—			—			3,676
Total other expense, net	157,115		109,681			345			—			—			267,141
Income (loss) from continuing operations before income taxes	24,457		185,558			(17,588		)	(76		)	(188,290		)	4,061
Income tax benefit (provision)	22,777		(16,089		)	(54		)	—			—			6,634
Income (loss) from continuing operations, net of tax	47,234		169,469			(17,642		)	(76		)	(188,290		)	10,695
Income from discontinued operations, net of tax	—		36,539			—			—			—			36,539
Net income (loss)	$	47,234	$	206,008		$	(17,642	)	$	(76	)	$	(188,290	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,745		$	(17,642	)	$	(76	)	$	(188,027	)	$	46,971

Condensed Consolidating Statements of Cash Flows



	Year Ended December 31, 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	$	(82,632	)	$	515,465		$	(19,172	)	$	254		$	949		$	414,864

Cash flows from investing activities
Capital expenditures	(102,277		)	(87,590		)	(597		)	—			—			(190,464		)
Cash paid for acquisitions, net of cash received	(1,153		)	—			—			—			—			(1,153		)
Net activity with affiliates	—			(443,542		)	—			—			443,542			—
Distributions from subsidiary	10,867			—			—			—			(10,867		)	—
Advances pursuant to development agreement	—			—			(35,108		)	—			—			(35,108		)
Other investing activities	—			706			—			—			—			706
Net cash from investing activities	(92,563		)	(530,426		)	(35,705		)	—			432,675			(226,019		)

Cash flows from financing activities
Borrowings under bank credit facility	958,000			—			—			—			—			958,000
Payments under bank credit facility	(1,119,485		)	—			—			—			—			(1,119,485		)
Debt financing costs, net	(3,430		)	—			—			—			—			(3,430		)
Net activity with affiliates	389,579			—			55,166			(254		)	(444,491		)	—
Distributions to parent	—			(10,475		)	(392		)	—			10,867			—
Share-based compensation activities, net	(7,711		)	—			—			—			—			(7,711		)
Shares repurchased and retired	(31,927		)	—			—			—			—			(31,927		)
Dividends paid	(11,286		)	—			—			—			—			(11,286		)
Other financing activities	590			(87		)	—			—			—			503
Net cash from financing activities	174,330			(10,562		)	54,774			(254		)	(433,624		)	(215,336		)

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	(865		)	10,210			(103		)	—			—			9,242
Cash and cash equivalents, beginning of period	1,212			189,364			3,286			—			—			193,862
Cash and cash equivalents, end of period	$	347		$	199,574		$	3,183		$	—		$	—		$	203,104

Condensed Consolidating Statements of Cash Flows - continued



	Year Ended December 31, 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	$	(86,502	)	$	382,742		$	7,837		$	—		$	(1,196	)	$	302,881

Cash flows from investing activities
Capital expenditures	(42,840		)	(116,834		)	(684		)	—			—			(160,358		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—			—			—			(592,703		)
Net activity with affiliates	—			211,300			—			—			(211,300		)	—
Distributions from subsidiary	9,150			—			—			—			(9,150		)	—
Other investing activities	—			7,529			6,678			—			—			14,207
Net cash from investing activities	(626,393		)	101,995			5,994			—			(220,450		)	(738,854		)

Cash flows from financing activities
Borrowings under bank credit facility	2,039,175			237,000			—			—			—			2,276,175
Payments under bank credit facility	(1,466,362		)	(899,750		)	—			—			—			(2,366,112		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(42,220		)	—			—			—			—			(42,220		)
Retirements of senior notes	(350,000		)	(350,000		)	—			—			—			(700,000		)
Premium and consent fees paid	(15,750		)	—			—			—			—			(15,750		)
Net activity with affiliates	(199,398		)	—			(12,877		)	(221		)	212,496			—
Distributions to parent	—			(9,000		)	(150		)	—			9,150			—
Share-based compensation activities, net	(1,295		)	—			—			—			—			(1,295		)
Other financing activities	(45		)	—			—			—			—			(45		)
Net cash from financing activities	714,105			(1,021,750		)	(13,027		)	(221		)	221,646			(99,247		)

Cash flows from discontinued operations
Cash flows from operating activities	—			(27,796		)	—			—			—			(27,796		)
Cash flows from investing activities	—			598,057			—			—			—			598,057
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			570,261			—			—			—			570,261

Net change in cash and cash equivalents	1,210			33,248			804			(221		)	—			35,041
Cash and cash equivalents, beginning of period	2			156,116			2,482			221			—			158,821
Cash and cash equivalents, end of period	$	1,212		$	189,364		$	3,286		$	—		$	—		$	193,862

Condensed Consolidating Statements of Cash Flows - continued



	Year Ended December 31, 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	$	102,080		$	237,041		$	(13,085	)	$	(76	)	$	(209	)	$	325,751

Cash flows from investing activities
Capital expenditures	(48,591		)	(82,392		)	(187		)	—			—			(131,170		)
Net activity with affiliates	—			(66,691		)	—			—			66,691			—
Distribution from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			1,236			—			—			—			4,528
Net cash from investing activities	(34,099		)	(147,847		)	(187		)	—			55,491			(126,642		)

Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			345,500			—			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	(425,150		)	—			—			—			(1,636,350		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	(3		)	(157,810		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			172,124			78			(66,482		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Net cash from financing activities	(67,981		)	(90,753		)	14,214			78			(55,282		)	(199,724		)

Cash flows from discontinued operations
Cash flows from operating activities	—			14,095			—			—			—			14,095
Cash flows from investing activities	—			—			—			—			—			—
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			14,095			—			—			—			14,095

Net change in cash and cash equivalents	—			12,536			942			2			—			13,480
Cash and cash equivalents, beginning of period	2			143,580			1,540			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	156,116		$	2,482		$	221		$	—		$	158,821