Condensed Consolidating Financial Information | 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 |