Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 9.00% Senior Notes due July 2020 and our 6.875% Senior Notes due May 2023 is presented below. The notes are 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% Senior Notes due 2026 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 December 31, 2015 and 2014, the condensed consolidating statements of operations for the years ended December 31, 2015, 2014 and 2013 and the condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014 and 2013. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the Restricted Subsidiaries listed above as subsidiary guarantors. Condensed Consolidating Balance Sheets 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 73,902 10,415 — (508 ) 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 — 1,702,317 — — (1,702,317 ) — Other assets, net 12,521 17,527 18,293 — — 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 $ 5,865,462 $ 92,402 $ 221 $ (5,250,515 ) $ 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 34,723 213,296 — — — 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 $ 5,865,462 $ 92,402 $ 221 $ (5,250,515 ) $ 4,350,900 Condensed Consolidating Balance Sheets - continued December 31, 2014 Non- Non- Guarantor Guarantor Subsidiaries Subsidiaries Guarantor (100% (Not 100% (In thousands) Parent Subsidiaries Owned) Owned) Eliminations Consolidated Assets Cash and cash equivalents $ 2 $ 143,580 $ 1,540 $ 219 $ — $ 145,341 Other current assets 10,234 78,242 8,602 — (469 ) 96,609 Property and equipment, net 65,365 2,179,813 40,930 — — 2,286,108 Investments in subsidiaries 3,345,735 7,167 — — (3,352,902 ) — Intercompany receivable — 1,636,197 — — (1,636,197 ) — Other assets, net 12,595 21,464 17,991 — — 52,050 Intangible assets, net — 910,190 24,059 — — 934,249 Goodwill, net — 684,529 781 — — 685,310 Investment in unconsolidated subsidiary held for sale — 222,717 — — — 222,717 Total assets $ 3,433,931 $ 5,883,899 $ 93,903 $ 219 $ (4,989,568 ) $ 4,422,384 Liabilities and Stockholders' Equity Current maturities of long-term debt $ 21,500 $ 8,253 $ — $ — $ — $ 29,753 Other current liabilities 82,711 219,868 25,100 — (237 ) 327,442 Accumulated losses of subsidiaries in excess of investment — — 227 — (227 ) — Intercompany payable 668,310 — 967,374 397 (1,636,081 ) — Long-term debt, net of current maturities and debt issuance costs 2,183,485 1,191,613 — — — 3,375,098 Other long-term liabilities 39,888 212,116 — — — 252,004 Boyd Gaming Corporation stockholders' equity (deficit) 438,037 4,252,049 (898,798 ) (178 ) (3,353,073 ) 438,037 Noncontrolling interest — — — — 50 50 Total stockholders' equity (deficit) 438,037 4,252,049 (898,798 ) (178 ) (3,353,023 ) 438,087 Total liabilities and stockholders' equity $ 3,433,931 $ 5,883,899 $ 93,903 $ 219 $ (4,989,568 ) $ 4,422,384 Condensed Consolidating Statements of Operations 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 Impairment 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 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 (income) 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) before income taxes 24,457 185,558 (17,588 ) (76 ) (188,290 ) 4,061 Income taxes 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 Operations - continued Year Ended December 31, 2014 Non- Non- Guarantor Guarantor Subsidiaries Subsidiaries Guarantor (100% (Not 100% (In thousands) Parent Subsidiaries Owned) Owned) Eliminations Consolidated Net revenues $ 117,159 $ 2,114,021 $ 48,687 $ — $ (137,612 ) $ 2,142,255 Operating costs and expenses Operating 1,800 1,134,312 48,330 — — 1,184,442 Selling, general and administrative 46,708 273,924 7,187 — (220 ) 327,599 Maintenance and utilities — 108,002 1,523 1 — 109,526 Depreciation and amortization 5,667 200,356 2,892 — — 208,915 Corporate expense 71,951 1,849 1,826 — — 75,626 Project development, preopening and writedowns 105 8,894 4,586 162 — 13,747 Impairment of assets 320 41,090 7,271 — — 48,681 Other operating items, net 164 (177 ) — — — (13 ) Intercompany expenses 1,204 134,710 1,478 — (137,392 ) — Total operating costs and expenses 127,919 1,902,960 75,093 163 (137,612 ) 1,968,523 Equity in earnings of subsidiaries 85,268 (2,764 ) (162 ) — (82,342 ) — Operating income (loss) 74,508 208,297 (26,568 ) (163 ) (82,342 ) 173,732 Other expense (income) Interest expense, net 132,204 95,953 24 — — 228,181 Loss on early extinguishments of debt — 1,536 — — — 1,536 Other, net (793 ) (683 ) 1,524 — — 48 Total other expense, net 131,411 96,806 1,548 — — 229,765 Income (loss) before income taxes (56,903 ) 111,491 (28,116 ) (163 ) (82,342 ) (56,033 ) Income taxes benefit (provision) 3,862 1,644 (98 ) — — 5,408 Income (loss) from continuing operations, net of tax (53,041 ) 113,135 (28,214 ) (163 ) (82,342 ) (50,625 ) Income (loss) from discontinued operations, net of tax — (13,819 ) — 22,806 — 8,987 Income from discontinued operations attributable to noncontrolling interest, net of tax — — — — (11,403 ) (11,403 ) Net income (loss) attributable to controlling interest $ (53,041 ) $ 99,316 $ (28,214 ) $ 22,643 $ (93,745 ) $ (53,041 ) Comprehensive income (loss) $ (51,577 ) $ 100,780 $ (28,214 ) $ 22,643 $ (95,209 ) $ (51,577 ) Consolidating Statements of Operations - continued Year Ended December 31, 2013 Non- Non- Guarantor Guarantor Subsidiaries Subsidiaries Guarantor (100% (Not 100% (In thousands) Parent Subsidiaries Owned) Owned) Eliminations Consolidated Net revenues $ 123,951 $ 2,170,332 $ 49,937 $ 1,933 $ (147,415 ) $ 2,198,738 Operating costs and expenses Operating 1,848 1,167,767 49,266 — — 1,218,881 Selling, general and administrative 46,880 287,007 7,601 — (42 ) 341,446 Maintenance and utilities — 105,228 1,467 — — 106,695 Depreciation and amortization 6,619 209,744 2,304 — — 218,667 Corporate expense 59,128 2,793 1,328 — — 63,249 Project development, preopening and writedowns 1,586 3,956 6,722 41 (1,934 ) 10,371 Impairment of assets — 16,835 1,250 — (12,734 ) 5,351 Other operating items, net 427 2,388 46 — — 2,861 Intercompany expenses 1,213 142,213 2,015 — (145,441 ) — Total operating costs and expenses 117,701 1,937,931 71,999 41 (160,151 ) 1,967,521 Equity in earnings of subsidiaries 95,175 (1,906 ) — — (93,269 ) — Operating income (loss) 101,425 230,495 (22,062 ) 1,892 (80,533 ) 231,217 Other expense (income) Interest expense, net 153,893 104,555 23 2,377 — 260,848 Loss on early extinguishments of debt 25,001 3,343 2 — — 28,346 Other, net 137 (2,160 ) (67 ) — — (2,090 ) Total other expense, net 179,031 105,738 (42 ) 2,377 — 287,104 Income (loss) from continuing operations before income taxes (77,606 ) 124,757 (22,020 ) (485 ) (80,533 ) (55,887 ) Income taxes benefit (provision) (2,658 ) (5,069 ) 43 — — (7,684 ) Income (loss) from continuing operations, net of tax (80,264 ) 119,688 (21,977 ) (485 ) (80,533 ) (63,571 ) Income (loss) from discontinued operations, net of tax — — 23,442 (55,692 ) (12,733 ) (44,983 ) Loss from discontinued operations attributable to noncontrolling interest, net of tax — — — — 27,846 27,846 Net income (loss) (80,264 ) 119,688 1,465 (56,177 ) (65,420 ) (80,708 ) Net loss attributable to noncontrolling interest — — — — 444 444 Net income (loss) attributable to controlling interest $ (80,264 ) $ 119,688 $ 1,465 $ (56,177 ) $ (64,976 ) $ (80,264 ) Comprehensive income (loss) $ (80,819 ) $ 119,133 $ 1,465 $ (56,177 ) $ (64,865 ) $ (81,263 ) Condensed Consolidating Statements of Cash Flows 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 — Distributions 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, net 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 Condensed Consolidating Statements of Cash Flows - continued Year Ended December 31, 2014 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 $ (39,524 ) $ 323,402 $ 1,847 $ 4,290 $ (117 ) $ 289,898 Cash flows from investing activities Capital expenditures (43,164 ) (94,442 ) (145 ) — — (137,751 ) Investments in and advances to unconsolidated subsidiaries, net — — — 153 — 153 Net activity with affiliates — (158,791 ) — — 158,791 — Distributions from subsidiary 5,300 — — — (5,300 ) — Other investing activities — (670 ) (5,242 ) — — (5,912 ) Net cash from investing activities (37,864 ) (253,903 ) (5,387 ) 153 153,491 (143,510 ) Cash flows from financing activities Borrowings under bank credit facility 830,400 317,400 — — — 1,147,800 Payments under bank credit facility (910,700 ) (377,150 ) — — — (1,287,850 ) Debt financing costs, net (83 ) — — — — (83 ) Payments under note payable — (9 ) — — — (9 ) Net activity with affiliates 155,952 — 2,590 132 (158,674 ) — Distributions to parent — (5,200 ) (100 ) — 5,300 — Share-based compensation activities, net 1,791 — — — — 1,791 Other financing activities 30 — — — — 30 Net cash from financing activities 77,390 (64,959 ) 2,490 132 (153,374 ) (138,321 ) Cash flows from discontinued operations Cash flows from operating activities — 1,419 — 31,542 — 32,961 Cash flows from investing activities — — — (36,470 ) — (36,470 ) Cash flows from financing activities — — — (37,055 ) — (37,055 ) Net cash from discontinued operations — 1,419 — (41,983 ) — (40,564 ) Net change in cash and cash equivalents 2 5,959 (1,050 ) (37,408 ) — (32,497 ) Cash and cash equivalents, beginning of period — 137,621 2,590 100 — 140,311 Change in cash classified as discontinued operations — — — 37,527 — 37,527 Cash and cash equivalents, end of period $ 2 $ 143,580 $ 1,540 $ 219 $ — $ 145,341 Condensed Consolidating Statements of Cash Flows - continued Year Ended December 31, 2013 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 $ (229,447 ) $ 508,045 $ (53,638 ) $ 3,932 $ 327 $ 229,219 Cash flows from investing activities Capital expenditures (44,985 ) (76,941 ) (237 ) — — (122,163 ) Proceeds from sale of Echelon, net 343,750 — — — — 343,750 Proceeds from sale of other assets, net 4,875 — — — — 4,875 Cash paid for exercise of LVE option (187,000 ) — — — — (187,000 ) Investments in and advances to unconsolidated subsidiaries, net (2,400 ) — — (4,335 ) 2,400 (4,335 ) Net activity with affiliates — (377,752 ) 2,001 42 375,709 — Distribution from subsidiary 9,620 — — — (9,620 ) — Other investing activities — 3,433 (4,686 ) (24 ) — (1,277 ) Net cash from investing activities 123,860 (451,260 ) (2,922 ) (4,317 ) 368,489 33,850 Cash flows from financing activities Borrowings under bank credit facility 2,920,675 354,700 — — — 3,275,375 Payments under bank credit facility (2,927,800 ) (406,950 ) — — — (3,334,750 ) Debt financing costs, net (24,349 ) (10,288 ) — — — (34,637 ) Payments under note payable (10,341 ) (479 ) — — (10,820 ) Payments on retirements of long-term debt (459,278 ) — — — — (459,278 ) Advances from parent — 2,400 — — (2,400 ) — Net activity with affiliates 376,036 — — — (376,036 ) — Distributions to parent — (9,500 ) (120 ) — 9,620 — Share-based compensation activities, net 13,752 — — — — 13,752 Proceeds from sale of common stock, net 216,467 — — — — 216,467 Other financing activities (2,095 ) — — — — (2,095 ) Net cash from financing activities 103,067 (70,117 ) (120 ) — (368,816 ) (335,986 ) Cash flows from discontinued operations Cash flows from operating activities — — (2,144 ) 47,816 — 45,672 Cash flows from investing activities — — 56,751 (14,272 ) — 42,479 Cash flows from financing activities — — — (30,224 ) — (30,224 ) Net cash from discontinued operations — — 54,607 3,320 — 57,927 Net change in cash and cash equivalents (2,520 ) (13,332 ) (2,073 ) 2,935 — (14,990 ) Cash and cash equivalents, beginning of period 2,520 150,953 4,380 568 — 158,421 Change in cash classified as discontinued operations — — 283 (3,403 ) — (3,120 ) Cash and cash equivalents, end of period $ — $ 137,621 $ 2,590 $ 100 $ — $ 140,311 |