Condensed Consolidating Financial Information | 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 |