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 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 Aliante, Cannery and Eastside Cannery properties, special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries. The tables below present the condensed consolidating balance sheets as of December 31, 2016, and 2015, the condensed consolidating statements of operations for the years ended December 31, 2016, 2015 and 2014 and the condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015 and 2014. Condensed Consolidating Balance Sheets 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 $ 168,898 $ 23,752 $ — $ — $ 193,862 Other current assets 78,915 9,644 25,979 — (453 ) 114,085 Property and equipment, net 73,180 2,096,764 435,225 — — 2,605,169 Investments in subsidiaries 4,505,897 139,465 — — (4,645,362 ) — Intercompany receivable — 1,464,361 — — (1,464,361 ) — Other assets, net 13,598 27,551 8,056 — — 49,205 Intangible assets, net — 825,667 56,287 — — 881,954 Goodwill, net — 672,067 154,409 — — 826,476 Total assets $ 4,672,802 $ 5,404,417 $ 703,708 $ — $ (6,110,176 ) $ 4,670,751 Liabilities and Stockholders' Equity Current maturities of long-term debt $ 30,250 $ — $ 86 $ — $ — $ 30,336 Other current liabilities 93,762 179,624 63,211 — (1,429 ) 335,168 Accumulated losses of subsidiaries in excess of investment — — 8,257 — (8,257 ) — Intercompany payable 521,002 — 942,155 254 (1,463,411 ) — 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 4,926,169 (288,786 ) (254 ) (4,637,129 ) 934,076 Noncontrolling interest — — — — 50 50 Total stockholders' equity (deficit) 934,076 4,926,169 (288,786 ) (254 ) (4,637,079 ) 934,126 Total liabilities and stockholders' equity $ 4,672,802 $ 5,404,417 $ 703,708 $ — $ (6,110,176 ) $ 4,670,751 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 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 Statements of Operations 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 $ 2,127,064 $ 78,308 $ — $ (143,335 ) $ 2,183,976 Operating costs and expenses Operating 1,200 1,112,717 57,816 — — 1,171,733 Selling, general and administrative 49,938 260,014 12,055 — 2 322,009 Maintenance and utilities — 98,741 1,279 — — 100,020 Depreciation and amortization 8,767 180,463 6,996 — — 196,226 Corporate expense 66,703 1,738 4,227 — — 72,668 Project development, preopening and writedowns 18,079 (3,297 ) 7,325 — — 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 1,828,012 91,159 — (143,335 ) 1,923,349 Equity in earnings of subsidiaries 442,902 (2,039 ) — — (440,863 ) — Operating income (loss) 417,328 297,013 (12,851 ) — (440,863 ) 260,627 Other expense (income) Interest expense, net 157,923 51,773 35 — — 209,731 Loss on early extinguishments and modifications of debt 28,356 14,008 — — — 42,364 Other, net 1 617 (73 ) — — 545 Total other expense, net 186,280 66,398 (38 ) — — 252,640 Income (loss) from continuing operations before income taxes 231,048 230,615 (12,813 ) — (440,863 ) 7,987 Income taxes benefit 186,955 10,405 126 — — 197,486 Income (loss) from continuing operations, net of tax 418,003 241,020 (12,687 ) — (440,863 ) 205,473 Income (loss) from discontinued operations, net of tax — 212,530 — — — 212,530 Net income (loss) $ 418,003 $ 453,550 $ (12,687 ) $ — $ (440,863 ) $ 418,003 Comprehensive income (loss) $ 417,704 $ 453,251 $ (12,687 ) $ — $ (440,564 ) $ 417,704 Condensed 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 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) from continuing operations 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 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 Impairments 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) from continuing operations 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 $ (51,577 ) $ 100,780 $ (28,214 ) $ 22,643 $ (95,209 ) $ (51,577 ) Condensed Consolidating Statements of Cash Flows 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 ) $ 334,764 $ 55,815 $ — $ (1,196 ) $ 302,881 Cash flows from investing activities Capital expenditures (42,840 ) (115,978 ) (1,540 ) — — (160,358 ) Cash paid for acquisitions, net of cash received (592,703 ) — — — — (592,703 ) Net activity with affiliates — 237,956 — — (237,956 ) — Distributions from subsidiary 9,150 — — — (9,150 ) — Other investing activities — 7,529 6,678 — — 14,207 Net cash from investing activities (626,393 ) 129,507 5,138 — (247,106 ) (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 ) — (39,533 ) (221 ) 239,152 — 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 ) (39,683 ) (221 ) 248,302 (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 12,782 21,270 (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 $ 168,898 $ 23,752 $ — $ — $ 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 — 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 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 — Distribution 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 |