We were incorporated in Nevada in June 1988. Our principal executive offices are located at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169, and our main telephone number is (702) 792-7200. Our website is www.boydgaming.com. Information on our website is not incorporated by reference herein.

We file annual, quarterly, current and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains an Internet site, at http://www.sec.gov, containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of our SEC filings are also available on the SEC’s website. You also may read and copy reports and other information filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. A copy of this Annual Report on Form 10-K will be provided to a stockholder, with exhibits, without charge upon written request to Boyd Gaming Corporation, 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169, (702) 792-7200, Attn: David Strow, Vice President, Corporate Communications.

We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports, available free of charge on our corporate website as soon as reasonably practicable after such reports

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," oras well as variations of such words and similar expressions referring to the negative thereof or comparable terminology.future. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, statements regarding:

These forward-looking statements speak only as of the dates stated and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may prove to be incorrect or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve certaina number of risks and uncertainties, andsome of which may be beyond our control, which could cause actual results mayto differ materially from those suggested by the forward-looking statements. If any of those risks and uncertainties were to materialize, actual results could differ materially from those discussed in any such forward-looking statement. FactorsAmong the factors that could cause actual results to differ materially from suchthose discussed in forward-looking statements include:

All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this Form 10-K (including any document incorporated by reference) are made only as of the date hereof,of the document in which they are contained, based on information available to us as of the date hereof,of that document, and we assumecaution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statement.

In addition to the other information contained in this report on Form 10-K, the following Risk Factors should be considered carefully in evaluating our business.

If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities, including our common stock and senior notes, could decline significantly, and investors could lose all or part of their investment.

This report is qualified in its entirety by these risk factors.

Consumer demand for entertainment and other amenities at casino hotel properties, such as ours, are particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, including the pastany future housing, employment and credit crises,crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bank failures, decreased disposable consumer income and wealth, or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition.

For example, beginning in 2007 we experienced one of the toughest economic periods in Las Vegas history. The housing crisis and economic slowdown in the United States resulted in a significant decline in the amount of tourism and spending in Las Vegas and other locations in which we own or invest in casino hotel properties. While the economy has improved significantly since the end of the recent economic recession, our business continues to be impacted from changes in consumer spending habits due to the recession. Our customers spend less per visit and differently than prior to the recession, including focusing more on non-gaming amenities. We cannot say when, if ever, or to what extent, customer behavior in our various markets will fully-revert to pre-recession behavior trends. If customers spend less per visit or customers prefer non-gaming amenities of our competitors, and we are unable to increase total visitation, our business may be adversely affected. Since our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, a slowing or stoppage of the economic recovery or a return to an economic downturn will further adversely affect our results of operations and financial condition.

In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our facilities. Because we are highly leveraged, after satisfying our obligations under our outstanding indebtedness, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be materially adversely affected.

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We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets.

In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1. While noNo impairment charges were recorded as a result of the 2019, 2018 and 2017 tests, we recorded a non-cash impairment charge of $36.9 million in connection with the 2016 annual impairment test, comprised of impairment charges of $23.6 million to the Par-A-Dice gaming license, $12.5 million to Amelia Belle goodwill, and $0.8 million to trademarks in the Midwest & South segment.

tests.

If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements.

We face risks associated with growth and acquisitions.

As part of our business strategy, we regularly evaluate opportunities for growth through development of gaming operations in existing or new markets, through acquiring other gaming entertainment facilities or through redeveloping our existing gaming facilities. For example, on September 17, 2018, we completed the acquisition of Valley Forge Casino Resort and on October 15, 2018, we completed the acquisition of the four Pinnacle Properties in the Midwest (together the "Acquisitions"). In the future, we may also pursue expansion opportunities, including joint ventures, in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming.

The expansion of our operations, whether through acquisition, development or internal growth, could divert management’s attention and could also cause us to incur substantial costs, including legal, professional and consulting fees.

Although we only intend to engage in acquisitions that, if consummated, will be accretive to us and our shareholders, acquisitions require significant management attention and resources to integrating new properties, businesses and operations. Additionally, we will needare currently working to successfully integrate the additional properties into Boyd Gaming’s operating structure in order to realize the anticipated benefits of the Acquisitions.acquisitions. Potential difficulties we may encounter as part of the integration process include the following:

the inability to successfully incorporate the assets in a manner that permits us to achieve the full revenue and other benefits anticipated to result from the Acquisitions;

complexities associated with managing the combined business, including difficulty addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and

potential unknown liabilities and unforeseen increased expenses associated with the Acquisitions.

	•	the inability to successfully incorporate the assets in a manner that permits us to achieve the full revenue and other benefits anticipated to result from acquisitions;
	•	complexities associated with managing the combined business, including difficulty addressing possible differences in cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and
	•	potential unknown liabilities and unforeseen increased expenses associated with acquisitions.

In addition, it is possible that the integration process could result in:

diversion of the attention of our management; and

the disruption of, or the loss of momentum in, each our ongoing business or inconsistencies in standards, controls, procedures and policies,

any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits, or could reduce our earnings or otherwise adversely affect our business and financial results.

	•	diversion of the attention of our management; and
	•	the disruption of, or the loss of momentum in, each our ongoing business or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits, or could reduce our earnings or otherwise adversely affect our business and financial results.

There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations, including the properties associated with the Acquisitionsour recent acquisitions into our existing operations without substantial costs, delays or other problems. Additionally, there can be no assurance that we will receive gaming or other necessary licenses or approvals for new projects that we may pursue or that gaming will be approved in jurisdictions where it is not currently approved.

Ballot measures or other voter-approved initiatives to allow gaming in jurisdictions where gaming, or certain types of gaming (such as slots), was not previously permitted could be challenged, and, if such challenges are successful, these ballot measures or initiatives could be invalidated. Furthermore, there can be no assurance that there will not be similar or other challenges to legalized gaming in existing or current markets in which we may operate or have development plans, and successful challenges to legalized gaming could require us to abandon or substantially curtail our operations or development plans in those locations, which could have a material adverse effect on our financial condition and results of operations.

There can be no assurance that we will not face similar challenges and difficulties with respect to new development projects or expansion efforts that we may undertake, which could result in significant sunk costs that we may not be able to fully recoup or that otherwise have a material adverse effect on our financial condition and results of operations.

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Our expansion and development opportunities may face significant risks inherent in construction projects.

We regularly evaluate expansion, development, investment and renovation opportunities.

Any such development projects are subject to many other risks inherent in the expansion or renovation of an existing enterprise or construction of a new enterprise, including unanticipated design, construction, regulatory, environmental and operating problems and lack of demand for our projects. Our current and future projects could also experience:

changes to plans and specifications;

delays and significant cost increases;

shortages of materials;

shortages of skilled labor or work stoppages for contractors and subcontractors;

labor disputes or work stoppages;

disputes with and defaults by contractors and subcontractors;

health and safety incidents and site accidents;

engineering problems, including defective plans and specifications;

poor performance or nonperformance by any of our joint venture partners or other third parties on whom we place reliance;

changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming facilities, real estate development or construction projects;

unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems;

environmental issues, including the discovery of unknown environmental contamination;

weather interference, floods, fires or other casualty losses;

other unanticipated circumstances or cost increases; and

failure to obtain necessary licenses, permits, entitlements or other governmental approvals.

	•	changes to plans and specifications;
	•	delays and significant cost increases;
	•	shortages of materials;
	•	shortages of skilled labor or work stoppages for contractors and subcontractors;
	•	labor disputes or work stoppages;
	•	disputes with and defaults by contractors and subcontractors;
	•	health and safety incidents and site accidents;
	•	engineering problems, including defective plans and specifications;
	•	poor performance or nonperformance by any of our joint venture partners or other third parties on whom we place reliance;
	•	changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming facilities, real estate development or construction projects;
	•	unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems;
	•	environmental issues, including the discovery of unknown environmental contamination;
	•	weather interference, floods, fires or other casualty losses;
	•	other unanticipated circumstances or cost increases; and
	•	failure to obtain necessary licenses, permits, entitlements or other governmental approvals.

The occurrence of any of these development and construction risks could increase the total costs of our construction projects or delay or prevent the construction or opening or otherwise affect the design and features of our construction projects, which could materially adversely affect our plan of operations, financial condition and ability to satisfy our debt obligations.

In addition, actual costs and construction periods for any of our projects can differ significantly from initial expectations. Our initial project costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared at inception of the project in consultation with architects and contractors. Many of these costs can increase over time as the project is built to completion. We can provide no assurance that any project will be completed on time, if at all, or within established budgets, or that any project will result in increased earnings to us. Significant delays, cost overruns, or failures of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.

Although we design our projects to minimize disruption of our existing business operations, expansion and renovation projects require, from time to time, all or portions of affected existing operations to be closed or disrupted. Any significant disruption in operations of a property could have a significant adverse effect on our business, financial condition and results of operations.

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The failure to obtain necessary government approvals in a timely manner, or at all, can adversely impact our various expansion, development, investment and renovation projects.

Certain permits, licenses and approvals necessary for some of our current or anticipated projects have not yet been obtained. The scope of the approvals required for expansion, development, investment or renovation projects can be extensive and may include

gaming approvals, state and local land-use permits and building and zoning permits. Unexpected changes or concessions required by local, state or federal regulatory authorities could involve significant additional costs and delay the scheduled openings of the facilities. We may not obtain the necessary permits, licenses and approvals within the anticipated time frames, or at all.

Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us.

We rely extensively on our computer systems to process customer transactions, manage customer data, manage employee data and communicate with third-party vendors and other third parties, and we may also access the internet to use our computer systems. Our operations require that we collect and store customer data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes. We also collect and store personal information about our employees. Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive personal information or confidential data about us, or our customers, or our employees including the potential loss or disclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of third party vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or other individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names and reputations or otherwise harm our business. We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of customer information, such as payment card, employee information and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly, however they might not protect us against increasingly sophisticated and aggressive threats. The cost and operational consequences of implementing further data security measures could be significant.

Additionally, the collection of customer and employee personal information imposes various privacy compliance related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal information isdata are governed by privacy laws and regulations enacted inby the various states, the federal government of the United States, and other jurisdictions around the world.various foreign jurisdictions. Privacy laws and regulations continue to evolve and on occasion may be inconsistent from one jurisdictionbetween jurisdictions. Various federal, state, and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, California has enacted a new privacy law, known as the California Consumer Privacy Act of 2018 (the “CCPA”), which provides to another. California consumers certain new access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliance with the CCPA may require us to incur significant costs and expenses.

Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third partythird-party service providers engaged by us) may also result in damage of reputation, result in vulnerabilities that could be exploited to breach our systems and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of personal information.

While we maintain cyber insurance coverage to protect against these risks to the Company, such insurance is unlikely to fully mitigate the impact of any information breach.

Risks Related to the Regulation of our Industry

We are subject to extensive governmental regulation, as well as federal, state and local laws affecting business in general, which may harm our business.

Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances which are administered by the Illinois Gaming Board, Indiana Gaming Commission, Iowa Racing and Gaming Commission, Kansas Lottery Commission, Kansas Racing and Gaming Commission, Louisiana State Gaming Control Board, Louisiana State Racing Commission, Mississippi Gaming Commission, Missouri Gaming Commission, Nevada Gaming Commission and Gaming Control Board, Ohio Casino ControlLottery Commission and Ohio State Racing Commission, Pennsylvania Gaming Control Board and various other federal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry and horse racetracks and casinos, in addition to regulations applicable to businesses generally. A more detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company.

To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our properties. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have a material adverse effect on us.

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Gambling

Legislative or administrative changes in applicable legal requirements, including legislation to prohibit casino gaming, have been proposed in the past. For example, in 1996, the State of Louisiana adopted a statute in connection with which votes were held locally where gaming operations were conducted and which, had the continuation of gaming been rejected by the voters, might have resulted in the termination of operations at the end of their current license terms. During the 1996 local gaming referendums, Lafayette Parish voted to disallow gaming in the Parish, whereas St. Landry Parish, the site of our racino, voted in favor of gaming. All parishes where riverboat gaming operations are currently conducted voted to continue riverboat gaming, but there can be no guarantee that similar referenda might not produce unfavorable results in the future. Proposals to amend or supplement the Louisiana Riverboat Economic Development and Gaming Control Act and the Pari-Mutuel Act also are frequently introduced in the Louisiana State legislature. In the 2001 session, a representative from Orleans Parish introduced a proposal to repeal the authority of horse racetracks in Calasieu Parish (the site of Delta Downs) and St. Landry Parish (the site of Evangeline Downs) to conduct slot machine gaming at such horse racetracks and to repeal the special taxing districts created for such purposes. If adopted, this proposal would have effectively prohibited us from operating the casino portion of our racino. In addition, the Louisiana legislature, from time to time, considers proposals to repeal the Pari-Mutuel Act.

The legislation permitting gaming in Iowa authorizes the granting of licenses to "qualified“qualified sponsoring organizations."” Such "qualified“qualified sponsoring organizations"organizations” may operate the gambling structure itself, subject to satisfying necessary licensing requirements, or it may enter into an agreement with an operator to operate gambling on its behalf. An operator must be approved and licensed by the Iowa Racing and Gaming Commission. The Dubuque Racing Association ("DRA"(“DRA”), a not-for-profit corporation organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received a riverboat gaming license in 1990 and, pursuant to the Amended DRA Operating Agreement, has served as the "qualified“qualified sponsoring organization"organization” of the Diamond Jo Dubuque since March 18, 1993. The term of the Amended DRA Operating Agreement currently in place expires on December 31, 2018. Diamond Jo Dubuque has entered into an amendment to the existing operating agreement with the qualified sponsoring organization. The new agreement will go into effect on January 1, 2019 and will extend for twelve years, expiring on December 31, 2030. The agreement is subject to review and approval by the state gaming commission. The Worth County Development Authority ("WCDA"(“WCDA”), pursuant to the WCDA Operating Agreement, serves as the "qualified“qualified sponsoring organization"organization” of Diamond Jo Worth. The term of the WCDA Operating Agreement expires on March 31, 2025, and is subject to automatic ten-year renewal periods. If the Amended DRA Operating Agreement or WCDA Operating Agreement were to terminate, or if the DRA or WCDA were to otherwise discontinue acting as our "qualified“qualified sponsoring organization"organization” with respect to our operation of the Diamond Jo Dubuque or Diamond Jo Worth, respectively, and we were unable to obtain approval from the Iowa Racing and Gaming Commission to partner with an alternative "qualified“qualified sponsoring organization"organization” as required by our gaming license, we would no longer be able to continue our Diamond Jo Dubuque or Diamond Jo Worth operations, which would materially and adversely affect our business, results of operations and cash flows.

Regulation of Smoking

Illinois has adopted laws that significantly restrict, or otherwise ban, smoking at our properties in those jurisdictions. The Illinois laws that restrict smoking at casinos, and similar legislation in other jurisdictions in which we operate, could materially impact the results of operations of our properties in those jurisdictions. Indiana imposes a state wide smoking ban in specified businesses, buildings, public places and other articulated locations. Indiana's statute specifically exempted riverboat casinos, and all other gaming facilities in Indiana, from the smoking ban; however, the statute also allowed local governments to enact more restrictive smoking bans than the state statute and also left in place any more restrictive local legislation that existed as of the effective date of the statute. To date, neither Michigan City nor LaPorte County, where Blue Chip is located, has enacted any ordinance or other law that would impose a smoking ban on Blue Chip.

Regulation of Directors, Officers, Key Employees and Partners

Our directors, officers, key employees, joint venture partners and certain shareholders must meet approval standards of certain state regulatory authorities. If state regulatory authorities were to find a person occupying any such position, a joint venture partner, or shareholder unsuitable, we would be required to sever our relationship with that person, or the joint venture partner or shareholder may be required to dispose of their interest. State regulatory agencies may conduct investigations into the conduct or associations of our directors, officers, key employees or joint venture partners to ensure compliance with applicable standards.

Certain public and private issuances of securities and other transactions that we are party to also require the approval of some state regulatory authorities.

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Live Racing Regulations

Louisiana gaming regulations and our gaming license for the Evangeline Downs and Delta Downs require that we, among other things, conduct a minimum of 80 live racing days in a consecutive 20-week period each year of live horse race meetings at the horse racetrack. Live racing days typically vary in number from year to year and are based on a number of factors, many of which are beyond our control, including the number of suitable race horses and the occurrence of severe weather. If we fail to have the minimum number of racing days, our gaming license with respect to the racino may be canceled, and the casino will be required to cease operations. Any cessation of our operation would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Regulations Affecting Businesses in General

In addition to gaming regulations, we are also subject to various federal, state and local laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and building codes, anti-money laundering laws and regulations and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For example, Nevada enacted legislation that eliminated, in most instances, and, for certain pre-existing development projects, reduced, property tax breaks and retroactively eliminated certain sales tax exemptions offered as incentives to companies developing projects that meet certain environmental "green"“green” standards. As a result, we, along with other companies developing projects that meet such standards, have not been able to realize the full tax benefits that were originally anticipated.

We are subject to extensive taxation policies, which may harm our business.

The federal government has, from time to time, considered a federal tax on casino revenues and may consider such a tax in the future. If such an increase were to be enacted, it could adversely affect our business, financial conditions, results of operations and cash flow. Our ability to incur additional indebtedness in the future to finance casino development projects could be materially and adversely affected.

In addition, gaming companies are often subject to significant state and local taxes and fees, in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time and which increase may be retroactive to prior years.

If there is any material increase in state and local taxes and fees, our business, financial condition and results of operations could be adversely affected.

Risks Related to our Properties

We own real property and are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities, and could affect our ability to develop, sell or rent our property or to borrow money where such property is required to be used as collateral.

We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products or hazardous substances or wastes, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, under environmental laws, ordinances or regulations, a current or previous owner or operator of property may be liable for the costs of investigation and removal or remediation of some kinds of hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using the property as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

As part of our business in Worth County, Iowa, we operate a gas station, which includes a number of underground storage tanks containing petroleum products.

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We have reviewed environmental assessments, in some cases including soil and groundwater testing, relating to our currently owned and leased properties in Dubuque, Iowa, and other properties we may lease from the City of Dubuque or other parties. As

a result, we have become aware that there is contamination present on some of these properties apparently due to past industrial activities. Furthermore, the location of Kansas Star is the site of several non-operational oil wells, the remediation of which has been addressed in connection with the construction of the development project there. We have also reviewed environmental assessments and are not aware of any environmental liabilities related to any of our other properties.

Future developments regarding environmental matters could lead to material costs of environmental compliance for us and such costs could have a material adverse effect on our business and financial condition, operating results and cash flows.

Additionally, our horse racing operations are subject to oversight by the Environmental Protection Agency ("EPA"), including regulations governing concentrated animal feeding operations and the related processing of animal waste water. In 2015, Delta Downs commenced a remediation project, as a result of an EPA examination, to ensure its future compliance with the Clean Water Act. However, the ongoing operations of our horse racing operations could result in future violations of EPA regulations and exposure to associated potential fines.

We own facilities that are located in areas that experience extreme weather conditions.

Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas.

For example, certain of the properties we operate have been forced to close for extended periods due to floods and hurricanes, including Treasure Chest and Delta Downs, which have experienced closures for over 40 days on separate occasions in the past. In addition, Belterra Park was closed for over 10 days due to flooding in 2017.

Belterra Park, Blue Chip, Par-A-Dice, Sam's Town Tunica, Sam's Town Shreveport and Treasure Chest are each located in an area that has been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area, which, according to FEMA statistics, has a 1% chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year. Furthermore, our properties in Illinois, Indiana, Iowa, Kansas, Missouri, Ohio and Pennsylvania are at risk of experiencing snowstorms, tornadoes and flooding.

In addition to the risk of flooding and hurricanes, snowstorms and other adverse weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in an affected area. For example, during the first quarter of 2011, and again in 2014, much of the country was impacted by unusually severe winter weather, particularly in the Midwest. These storms made it very difficult for our customers to visit, and we believe such winter weather had a material and adverse impact on the results of our operations during such times. If there is a prolonged disruption at any of our properties due to natural disasters, terrorist attacks or other catastrophic events, our results of operations and financial condition could be materially adversely affected.

To maintain our gaming licenses for our Evangeline Downs and Delta Downs racinos, we must conduct a minimum of 80 live racing days in a consecutive 20-week period each year of live horse race meetings at each racetrack, and poor weather conditions may make it difficult for us to comply with this requirement.

While we maintain insurance coverage that may cover certain of the costs and loss of revenue that we incur as a result of some extreme weather conditions, our coverage is subject to deductibles and limits on maximum benefits. There can be no assurance that we will be able to fully collect, if at all, on any claims resulting from extreme weather conditions. If any of our properties are damaged or if their operations are disrupted as a result of extreme weather in the future, or if extreme weather adversely impacts general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, our business, financial condition and results of operations could be materially adversely affected.

Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase, and we may not be able to obtain similar insurance coverage in the future.

Although we have "all risk" property insurance coverage for our operating properties, which covers damage caused by a casualty loss (such as fire, natural disasters, acts of war, or terrorism), each policy has certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding the facilities if there was a total loss. Our level of insurance coverage also may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, may not be covered at all under our policies. Therefore, certain acts could expose us to substantial uninsured losses.

We also have "builder's risk" insurance coverage for our development and expansion projects. Builder's risk insurance provides coverage for projects during their construction for damage caused by a casualty loss. In general, our builder's risk coverage is

subject to the same exclusions, risks and deficiencies as those described above for our all-risk property coverage. Our level of builder's risk insurance coverage may not be adequate to cover all losses in the event of a major casualty.

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We maintain cyber insurance coverage that insures against certain expenses incurred by the Company in the event of any information breach, as well as insuring against certain costs and damages associated with losses by third parties. However, such insurance is unlikely to fully mitigate the impact of such an information breach.

Belterra Park, Blue Chip, Par-A-Dice, Sam's Town Tunica, Sam's Town Shreveport and Treasure Chest are each located in an area that has been identified by the director of the FEMA as a special flood hazard area. Our level of flood insurance coverage may not be adequate to cover all losses in the event of a major flood.

We renew our insurance policies (other than our builder's risk insurance) on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage.

Our debt instruments and other material agreements require us to meet certain standards related to insurance coverage. Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements.

We draw a significant percentage of our customers from certain geographic regions. Events adversely impacting the economy or these regions, including public health outbreaks and man-made or natural disasters, may adversely impact our business.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising more than half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations.

Our Las Vegas properties also draw a substantial number of customers from certain other specific geographic areas, including the Southern California, Arizona and Las Vegas local markets. Native American casinos in California and other parts of the United States have diverted some potential visitors away from Nevada, which has had and could continue to have a negative effect on Nevada gaming markets. In addition, due to our significant concentration of properties in Nevada, any man-made or natural disasters in or around Nevada, or the areas from which we draw customers to our Las Vegas properties, could have a significant adverse effect on our business, financial condition and results of operations. Each of our properties located outside of Nevada depends primarily on visitors from their respective surrounding regions and are subject to comparable risk.

The strength and profitability of our business depends on consumer demand for hotel casino resorts in general and for the type of amenities our properties offer. Changes in consumer preferences or discretionary consumer spending could harm our business. Terrorist activities in the United States and elsewhere, military conflicts in Iraq, Afghanistan and elsewhere, outbreaks of infectious disease and pandemics, adverse weather conditions and natural disasters, among other things, have had negative impacts on travel and leisure expenditures. In addition, other factors affecting travel and discretionary consumer spending, including general economic conditions, disposable consumer income, fears of further economic decline and reduced consumer confidence in the economy, may negatively impact our business. We cannot predict the extent to which similar events and conditions may continue to affect us in the future. An extended period of reduced discretionary spending and/or disruptions or declines in tourism could significantly harm our operations.

Energy price increases may adversely affect our cost of operations and our revenues.

Our casino properties use significant amounts of electricity, natural gas and other forms of energy. In addition, our Hawaiian air charter operation uses a significant amount of jet fuel. While no shortages of energy or fuel have been experienced to date, substantial increases in energy and fuel prices, including jet fuel prices, in the United States have, and may continue to, negatively affect our results of operations. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, of which the impact could be material. In addition, energy and gasoline price increases could result in a decline of disposable income of potential customers, an increase in the cost of travel and a corresponding decrease in visits and spending levels at our properties, which could have a significant adverse effect on our business, financial condition and results of operations.

Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliance.

Generally, all of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as the result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations, including those conducted on riverboats or at dockside facilities could be damaged or halted due to extreme weather conditions.

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We currently conduct our Treasure Chest, Par-A-Dice, Blue Chip, Sam's Town Shreveport, Amelia Belle and Belterra Resort gaming operations on riverboats. Each of our riverboats must comply with the United States Coast Guard ("USCG") requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The USCG requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel's Certificate of Inspection would preclude its use as a casino.

USCG regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The USCG may require that such hull inspections be conducted at a dry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the USCG has allowed in-place underwater inspections of our riverboats twice every five years on alternate two- and three-year schedules. The USCG may not continue to allow these types of inspections in the future. The loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations.

Indiana and Louisiana have adopted alternate inspection standards for riverboats in those states. The standards require inspection by ABS Consulting ("ABSC"). ABSC inspection for our riverboats at Blue Chip, Treasure Chest and Sam's Town Shreveport commenced during 2010. The Amelia Belle is also inspected by the ABSC. The Par-A-Dice riverboat will remain inspected by the USCG for the foreseeable future. ABSC imposes essentially the same design, personnel, safety, and hull inspection standards as the USCG. Therefore, the risks to our business associated with USCG inspection should not change by reason of inspection by ABSC. Failure of a vessel to meet the applicable USCG or ABSC standards would preclude its use as a casino.

USCG regulations also require us to prepare and follow certain security programs. In 2004, we implemented the American Gaming Association's Alternative Security Program at our riverboat casinos and dockside facilities. The American Gaming Association's Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Only portions of those regulations will apply to our riverboats inspected by ABSC. Changes to these regulations could adversely affect our business, financial condition and results of operations.

Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected hotel and/or casino.

We lease certain parcels of land on which Eastside Cannery, Suncoast, Belterra Resort, Treasure Chest, Sam's Town Shreveport, IP, Ameristar Kansas City and Ameristar St. Charles' hotels and gaming facilities are located. In addition, we lease other parcels of land on which portions of the California and the Fremont are located. As a ground lessee, we have the right to use the leased land; however, we do not retain fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases. While such interruption is unlikely, such events are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2018,2019, we had net operating losses ("NOLs") for federal income tax purposes. Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change" as defined in that section, the corporation's ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may become subject to significant limitations. We may experience an ownership change in the future as a result of shifts in our stock ownership, which may result from the issuance of our common stock, the exercise of stock options and other equity compensation awards, as well as ordinary sales and purchases of our common stock, among other things. If an ownership change in our stock were to be triggered in the future, our subsequent ability to use any NOLs existing at that time could be significantly limited. Additionally, on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act changed the carryback and carryforward periods for NOLs generated after December 31, 2017 and imposed annual limitations on the use of such NOLs. While the rules for NOLs generated in the year ended December 31, 2017 and prior did not change, our NOLs all predate the change, it is possible that future law changes could affect our ability to utilize NOLs prospectively.

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Risks Related to our Indebtedness

We have a significant amount of indebtedness.

We and our subsidiaries had approximately $3.8 billion of long-term debt (including debt of non-guarantor subsidiaries and without deducting unamortized discount and origination fees) as of December 31, 2019 (of which approximately $1.3 billion was outstanding under the Credit Facility) and which includes approximately $27.0 million of current maturities of long-term debt and excludes approximately $12.6 million in aggregate outstanding letters of credit. In addition, an aggregate amount of approximately $656.6 million was available for borrowing under the Revolving Credit Facility as of December 31, 2019.

If we pursue, or continue to pursue, any expansion, development, investment or renovation projects requiring capital beyond our available borrowing capacity, we expect that our long-term debt will substantially increase in connection with related capital expenditures. This indebtedness could have important consequences, including:

difficulty in satisfying our obligations under our current indebtedness;

increasing our vulnerability to general adverse economic and industry conditions;

requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

placing us at a disadvantage compared to our competitors that have less debt; and

limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

	•	difficulty in satisfying our obligations under our current indebtedness;
	•	increasing our vulnerability to general adverse economic and industry conditions;
	•	requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;
	•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
	•	placing us at a disadvantage compared to our competitors that have less debt; and
	•	limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

Our debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

	•	incur additional debt, including providing guarantees or credit support;
	•	incur liens securing indebtedness or other obligations;
	•	make certain investments;
	•	dispose of assets;
	•	make certain acquisitions;
	•	pay dividends or make distributions and make other restricted payments;
	•	enter into sale and leaseback transactions;
	•	engage in any new businesses; and
	•	enter into transactions with our stockholders and our affiliates.

In addition, our Credit Facility contains certain financial covenants, including, providing guarantees or credit support;

incur liens securing indebtedness or other obligations;

make certain investments;

disposewithout limitation, various covenants: (i) requiring the maintenance of assets;

make certain acquisitions;

pay dividends or make distributionsa minimum consolidated interest coverage ratio of 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; and make other restricted payments;

enter into sale and leaseback transactions;

engage in any new businesses; and

enter into transactions with our stockholders and our affiliates.

(iii) establishing a maximum permitted secured leverage ratio.

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on our business, results of operations and financial condition.

Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and expansion efforts will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

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It is unlikely that our business will generate sufficient cash flows from operations, or that future borrowings will be available to us under the Credit Facility in amounts sufficient to enable us to payretire our indebtedness as such indebtedness matures and to fund our other liquidity needs. We believe that we will need to refinance all or a portion of our indebtedness, at or before maturity, and cannot provide assurances that we will be able to refinance any of our indebtedness, including amounts borrowed under the Credit Facility on commercially reasonable terms, or at all. We may have to adopt one or more alternatives, such as reducing or delaying

planned expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing or joint venture partners. These financing strategies may not be affected on satisfactory terms, if at all. In addition, certain states'states’ laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions. Some restrictions may prevent us from obtaining necessary capital.

We and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing our senior notes do not fully prohibit us or our subsidiaries from doing so. Borrowings under the Credit Facility are effectively senior to our senior notes and the guarantees of our subsidiary guarantors to the extent of the value of the collateral securing such borrowings. If new debt is added to our, or our subsidiaries', current debt levels, the related risks that we or they now face could intensify.

We are required to pay a substantial amount of rent pursuant to our Master Lease with GLPI, which impacts free cash flow and could in the future limit our ability to invest in our operations or seek additional development or strategic opportunities.

We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, and Belterra Casino Resort (each an "OpCo," and collectively the "OpCos") from Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a triple net REIT Master Lease (the "Master Lease"). Current annual rent under the Master Lease is $97.2$97.7 million, with rental increases over time. The Master Lease also includes substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties, including minimum annual capital investment requirements, and provides that we have assumed the risk of loss with respect to any casualty or condemnation event, including the obligation to repair or rebuild the facility.

These obligations, which could significantly impact free cash flow, could in the future adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Leases may:

limit our ability to prepay or repay our long-term debt and to obtain additional indebtedness;

limit our ability to fund working capital, capital expenditures and other general corporate purposes;

and

limit our ability to respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we would otherwise pursue.

	•	limit our ability to prepay or repay our long-term debt and to obtain additional indebtedness;
	•	limit our ability to fund working capital, capital expenditures and other general corporate purposes; and
	•	limit our ability to respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we would otherwise pursue.

Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

The Master Lease includes additional provisions that restrict our ability to freely operate and could have an adverse effect on our business and financial condition, including the following:

	•	Escalations in Rent - We are obligated to pay base rent under the Master Lease, and base rent is composed of building base rent and land base rent. Every year of the Master Lease term, building base rent is subject to an annual escalation of up to 2% and we may be required to pay the escalated building base rent regardless of our revenues, profit or general financial condition.
	•	Variable Rent - We are obligated to pay percentage rent under the Master Lease, which is re-calculated every two years. Such percentage rent shall equal 4% of the change between (i) the average net revenues for the trailing two-year period and (ii) 50% of the trailing 12 months net revenues as of the month ending immediately prior to the execution of the Master Lease. We may be required to pay an increase in percentage rent based on increases in net revenues without a corresponding increase in our profits.
	•	Pooled Lease - The Master Lease is a pooled lease arrangement, which prohibits us from divesting any individual OpCo without GLPI’s prior consent. Any divestiture of all of the OpCos also requires GLPI’s prior consent, except for limited circumstances where the purchaser meets various financial and gaming operations experience requirements. These limitations on transfer could adversely impact our ability to manage our business.
	•	Master Lease Guaranties - The Master Lease is guaranteed by the certain subsidiaries of the tenant (the "Lease Guarantors"). A default under any of the Master Lease guaranties that is not cured within the applicable grace period will constitute an event of default under the Master Lease.
	•	Effect of End of Term or Not Renewing the Master Lease - If we do not renew the Master Lease at the stipulated renewals or we do not enter into a new master lease at the end of the term, we will be required to sell the business of tenant. If we cannot agree upon acceptable terms of sale with a qualified successor tenant, GLPI will select the successor tenant to purchase our business through a competitive auction. If this occurs, we will be required to transfer our business to the highest bidder at the auction, subject to regulatory approvals.

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Table of building base rent and land base rent. Every year of the Master Lease term, building base rent is subject to an annual escalation of up to 2% and we may be required to pay the escalated building base rent regardless of our revenues, profit or general financial condition.Contents

Variable Rent - We are obligated to pay percentage rent under the Master Lease, which is re-calculated every two years. Such percentage rent shall equal 4% of the change between (i) the average net revenues for the trailing two-year period and (ii) 50% of the trailing 12 months net revenues as of the month ending immediately prior to the execution of the Master Lease. We may be required to pay an increase in percentage rent based on increases in net revenues without a corresponding increase in our profits.

Pooled Lease - The Master Lease is a pooled lease arrangement, which prohibits us from divesting any individual OpCo without GLPI’s prior consent. Any divestiture of all of the OpCos also requires GLPI’s prior consent, except for limited circumstances where the purchaser meets various financial and gaming operations experience requirements. These limitations on transfer could adversely impact our ability to manage our business.

Master Lease Guaranties - The Master Lease is guaranteed by the certain subsidiaries of the tenant (the "Lease Guarantors"). A default under any of the Master Lease guaranties that is not cured within the applicable grace period will constitute an event of default under the Master Lease.

Effect of End of Term or Not Renewing the Master Lease - If we do not renew the Master Lease at the stipulated renewals or we do not enter into a new master lease at the end of the term, we will be required to sell the business of tenant. If we cannot agree upon acceptable terms of sale with a qualified successor tenant, GLPI will select the successor tenant to purchase our business through a competitive auction. If this occurs, we will be required to transfer our business to the highest bidder at the auction, subject to regulatory approvals.

If we are unable to finance our expansion, development, investment and renovation projects, as well as other capital expenditures, through cash flow, borrowings under the Credit Facility, access to the capital markets and additional financings, our expansion, development, investment and renovation efforts will be jeopardized.

We intend to finance our current and future expansion, development, investment, acquisition and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations, borrowings under our Credit Facility, and equity or debt financings. If we are unable to finance our current or future expansion, development, investment, acquisition and renovation projects, or our other capital expenditures, we will have to adopt one or more alternatives, such as reducing, delaying or abandoning planned expansion, development, investment, acquisition and renovation projects as well as other capital expenditures, selling assets, restructuring debt, obtaining additional equity financing or joint venture partners, or modifying the Credit Facility. These sources of funds may not be sufficient to finance our expansion, development, investment, acquisition and renovation projects, and other financing may not be available on acceptable terms, in a timely manner, or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness.

Although we successfully refinanced a significant amount of our indebtedness over the last several years, we have no assurance that we will continue to have access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition, including our ability to refinance Boyd Gaming's indebtedness, our flexibility to react to changing economic and business conditions and our ability or willingness to fund new development projects.

In the past, there have been significant disruptions in the global capital markets that adversely impacted the ability of borrowers to access capital. A crisis may greatly restrict the availability of capital and cause the cost of capital (if available) to be much higher than it has traditionally been. Although the financial markets have generally recovered from the most recent financial crisis and availability of capital has increased, the financial markets remain volatile. While we currently anticipate that we will be able to fund any expansion projects using cash flows from operations and availability under the Credit Facility (to the extent that availability exists after we meet our working capital needs), if availability under our Credit Facility does not exist or we are otherwise unable to make sufficient borrowings thereunder, any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. As a result, if we are unable to obtain adequate project financing in a timely manner, or at all, we may be forced to sell assets in order to raise capital for projects, limit the scope of, or defer such projects, or cancel the projects altogether. In the event that we are unable to access capital with favorable terms, additional equity and/or credit support may be necessary to obtain construction financing for the remaining cost of the project.

We are not able to predict the duration or strength of the current economic recovery, the resulting impact on the solvency or liquidity of our lenders, or the possibility of a future recession. Prolonged slow growth or a downturn, or further worsening or broadening of adverse conditions in worldwide and domestic economies could affect our lenders. If a large percentage of our lenders were to file for bankruptcy or otherwise default on their obligations to us, we may not have the liquidity under the Credit Facility to fund our current projects. There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under the Credit Facility. If we were otherwise required to renegotiate or replace the Credit Facility, there is no assurance that we would be able to secure terms that are as favorable to us, if at all.

Risks Related to our Equity Ownership

Our common stock price may fluctuate substantially, and a shareholder's investment could decline in value.

The market price of our common stock may fluctuate substantially due to many factors, including:

	•	actual or anticipated fluctuations in our results of operations;
	•	announcements of significant acquisitions or other agreements by us or by our competitors;
	•	our sale of common stock or other securities in the future;
	•	trading volume of our common stock;
	•	conditions and trends in the gaming and destination entertainment industries;
	•	changes in the estimation of the future size and growth of our markets; and
	•	general economic conditions, including, without limitation, changes in the cost of fuel and air travel.

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announcements of significant acquisitions or other agreements by us or by our competitors;

our sale of common stock or other securities in the future;

trading volume of our common stock;

conditions and trends in the gaming and destination entertainment industries;

changes in the estimation of the future size and growth of our markets; and

general economic conditions, including, without limitation, changes in the cost of fuel and air travel.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies' operating performance. Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs.

William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of the Company's outstanding shares of common stock as of December 31, 2018.2019. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

ITEM 1B.    Unresolved Staff Comments

None

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ITEM 2.    Properties

Information relating to the location and general characteristics of our properties is provided in Part I, Item 1, Business - Properties, and is incorporated herein by reference.

As of December 31, 2018,2019, some of our properties utilized leased property in their operations.

The real estate utilized by three of our properties are subject to a Master Lease with Gaming and Leisure Properties, Inc. TheseThe properties under this Master Lease are:

Ameristar Kansas City, including approximately 250 acres of leased land and building.

Ameristar St. Charles, including approximately 240 acres of leased land and building.

Belterra Resort, including approximately 315 acres of leased land and building.

	•	Ameristar Kansas City, including approximately 250 acres of leased land and building.
	•	Ameristar St. Charles, including approximately 240 acres of leased land and building.
	•	Belterra Resort, including approximately 315 acres of leased land and building.

In addition, all or a portion of the sites for the following properties are leased:

Suncoast, located on 49 acres of leased land.

Eastside Cannery, located on 30 acres of leased land.

California, located on 13.9 acres of owned land and 1.6 acres of leased land.

Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.

IP, located on 24 acres of owned land and 3.9 acres of leased land.

Treasure Chest, located on 14 acres of leased land.

Sam's Town Shreveport, located on 18 acres of leased land.

Diamond Jo Dubuque, located on 7 acres of owned land and leases approximately 2.0 acres of parking surfaces.

Diamond Jo Worth, which owns 279 acres and leases 33 acres of land in Emmons, Minnesota that is used as a nine-hole golf course and a nine-station sporting clay course and hunting facility.

Evangeline Downs, which leases the facilities that comprise the Henderson, Eunice and St. Martinville OTBs.

	•	Suncoast, located on 49 acres of leased land.
	•	Eastside Cannery, located on 30 acres of leased land.
	•	California, located on 13.9 acres of owned land and 1.6 acres of leased land.
	•	Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.
	•	IP, located on 24 acres of owned land and 3.9 acres of leased land.
	•	Treasure Chest, located on 14 acres of leased land.
	•	Sam's Town Shreveport, located on 18 acres of leased land.
	•	Diamond Jo Dubuque, located on 7 acres of owned land and leases approximately 2.0 acres of parking surfaces.
	•	Diamond Jo Worth, which owns 279 acres and leases 33 acres of land in Emmons, Minnesota that is used as a nine-hole golf course and a nine-station sporting clay course and hunting facility.
	•	Evangeline Downs, which leases the facilities that comprise the Henderson, Eunice and St. Martinville OTBs.

ITEM 3.    Legal Proceedings

We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations.

ITEM 4.    Mine Safety Disclosures

Not applicable

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PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol "BYD." On February 21, 2019,20, 2020, the closing sales price of our common stock on the NYSE was $28.28$34.74 per share. On that date, we had approximately 643610 holders of record of our common stock and our directors and executive officers owned approximately 27%28% of the outstanding shares. There are no other classes of common equity outstanding. Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes. On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are: Declaration date Record date Payment date Amount per share May 2, 2017 June 15, 2017 July 15, 2017 $0.05 September 6, 2017 September 18, 2017 October 15, 2017 0.05 December 7, 2017 December 28, 2017 January 15, 2018 0.05 March 2, 2018 March 16, 2018 April 15, 2018 0.05 June 8, 2018 June 29, 2018 July 15, 2018 0.06 September 14, 2018 September 28, 2018 October 15, 2018 0.06 December 7, 2018 December 28, 2018 January 15, 2019 0.06 Share Repurchase Program The following table discloses No share repurchases that we havewere made pursuant to our share repurchase program during the three months ended December 31, 2018. Period   Total Number of Shares Purchased   Average Price Paid Per Share   Total Number of Shares Purchased as Part of a Publicly Announced Plan   Approximate Dollar Value That May Yet Be Purchased Under the Plan October 1, 2018 through October 31, 2018   84,748   $ 32.43   84,748   $ 12,552,217 November 1, 2018 through November 30, 2018   —   —   —   12,552,217 December 1, 2018 through December 31, 2018   495,810   24.20   495,810   552,226 Totals   580,558       580,558   $ 552,226 2019. In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the amount of common stock available to be repurchased to $100 million. On May 2, 2017 the Company announced that its Board of Directors had reaffirmed the Company's existing share repurchase program (the "2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018 Plan"). There were 1.91.1 million shares repurchased during the year ended December 31, 2018.2019. As of December 31, 2018, $0.62019, the repurchase authorization under the 2008 Plan has been fully utilized and $72.5 million remained available under the 2008 Plan and $100.0 million remained under the 2018 Plan. We are not obligated to repurchase any shares under these programs. Subject to applicable corporate securities laws, repurchases under this program may be made at such times and in such amounts as we deem appropriate. Repurchases are funded with existing cash resources and availability under the Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes. We may acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine. Our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders, incorporated herein by reference, contains information concerning securities authorized for issuance under equity compensation plans within the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information. Stock Performance Graph The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's MidCap 400 Index ("S&P 400") and to companies in our peer group, which is comprised of Penn National Gaming, Inc., Red Rock Resort, Inc. and Eldorado Resorts, Inc. The peer group has been revised from the group presented in 2017, which consisted of Penn National Gaming, Inc., Pinnacle Entertainment, Inc., Red Rock Resort, Inc. and Eldorado Resorts, Inc., due to the acquisition of Pinnacle Entertainment by another company. The performance graph assumes that $100 was invested on December 31, 20132014 in each of the Company's common stock, the S&P 400 and our peer group, and that all dividends were reinvested. For purposes of the performance graph, in cases in which a shareholder of a peer group company received shares of another company in a corporate transaction, the value of the additional shares received are considered to be a dividend and assumed to be reinvested in the stock of the peer company on the date of the transaction. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.   Indexed Returns     Boyd Gaming Corp.   S&P 400   Peer Group   Indexed Returns Boyd Gaming Corp.   S&P 400   Peer Group December 2014 $ 113.50   $ 109.77   $ 95.81 December 2015 176.47   107.38   133.80   $ 155.48   $ 97.82   $ 139.65   December 2016 179.13   129.65   141.07   157.82   118.11   147.24   December 2017 312.94   150.71   271.37   275.72   137.30   283.23   December 2018 187.01   134.01   207.85   164.77   122.08   216.93   December 2019   239.77   154.07   314.22   The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein. 27 Table of Contents ITEM 6.    Selected Financial Data The selected consolidated financial data presented below has been derived from our audited consolidated financial statements. This information should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited Consolidated Financial Statements and accompanying notes thereto. The     Year Ended December 31,   (In thousands, except per share data)   2019 (a)   2018 (b)   2017 (c)   2016 (d)   2015 (e)   Statement of Operations Data:                                 Total revenues   $ 3,326,119   $ 2,626,730   $ 2,400,819   $ 2,199,259   $ 2,214,831                                     Operating income     472,568     355,284     343,801     260,408     271,584                                     Income from continuing operations before income taxes     202,126     155,032     171,113     7,768     4,443                                     Income from continuing operations, net of tax     157,636     114,701     167,998     207,701     11,068                                     Income from discontinued operations, net of tax     —     347     21,392     212,530     36,539                                     Net income     157,636     115,048     189,390     420,231     47,607                                     Income from continuing operations per common share                                 Basic   $ 1.39   $ 1.01   $ 1.46   $ 1.81   $ 0.10   Diluted   $ 1.38   $ 1.00   $ 1.45   $ 1.80   $ 0.10                                     Dividends declared per common share   $ 0.27   $ 0.23   $ 0.15   $ —   $ —                                     Balance Sheet Data:                                 Cash and cash equivalents   $ 249,977   $ 249,417   $ 203,104   $ 193,862   $ 158,821   Total assets     6,650,145     5,756,339     4,685,930     4,670,751     4,350,900   Long-term debt, net of current maturities     3,738,937     3,955,119     3,051,899     3,199,119     3,239,799   Total stockholders' equity     1,265,242     1,145,741     1,097,227     930,180     501,837                                     Other Data:                                 Ratio of earnings to fixed charges (f)   1.7x   1.7x   1.9x   1.0x   1.0x   (a)    2019 includes a full year of financial data asresults for Lattner, Valley Forge, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park. In addition, 2019 includes $34.9 million in pretax loss on early extinguishments of and for the years ended December 31, 2018, 2017, 2016 and 2015 presented below reflects our adoption of the Revenue Standard by applying the full retrospective method effective January 1, 2015. (See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included Part II, Item 8. for further information regarding these changes.) Amounts prior to 2015 have not been adjusted to reflect the impact of the adoption of the Revenue Standard.   Year Ended December 31, (In thousands, except per share data) 2018 (a)   2017 (b)   2016 (c)   2015 (d)   2014 (e) Statement of Operations Data:                   Total revenues $ 2,626,730   $ 2,400,819   $ 2,199,259   $ 2,214,831   $ 2,142,255                     Operating income 355,284   343,801   260,408   271,584   173,732                     Income (loss) from continuing operations before income taxes 155,032   171,113   7,768   4,443   (56,033 )                     Income (loss) from continuing operations, net of tax 114,701   167,998   207,701   11,068   (50,625 )                     Income (loss) from discontinued operations, net of tax 347   21,392   212,530   36,539   8,987                     Net income (loss) attributable to Boyd Gaming Corporation 115,048   189,390   420,231   47,607   (53,041 )                     Income (loss) from continuing operations per common share                   Basic $ 1.01   $ 1.46   $ 1.81   $ 0.10   $ (0.46 ) Diluted $ 1.00   $ 1.45   $ 1.80   $ 0.10   $ (0.46 )                     Dividends declared per common share $ 0.23   $ 0.15   $ —   $ —   $ —                     Balance Sheet Data:                   Cash and cash equivalents $ 249,417   $ 203,104   $ 193,862   $ 158,821   $ 145,341 Total assets 5,756,339   4,685,930   4,670,751   4,350,900   4,422,384 Long-term debt, net of current maturities 3,955,119   3,051,899   3,199,119   3,239,799   3,375,098 Total stockholders' equity 1,145,741   1,097,227   930,180   501,837   438,087                     Other Data:                   Ratio of earnings to fixed charges (f) 1.7x   1.9x �� 1.0x   1.0x   — (a)    debt. (b)    2018 includes the financial results of acquired properties from their respective acquisition date, which include Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018. As a result of the acquisitions and ongoing projects, we had project development, preopening and writedowns of $45.7 million. 28 Table of Contents (b)     (c)    2017 includes a full year of financial results for Aliante, Cannery and Eastside Cannery. Additionally, 2017 includes a noncash income tax benefit of $60.1 million related to the changes in tax legislation. Discontinued operations for 2017 includeof $21.4 million reflects our after-tax share of the proceeds related to the final settlement of Borgata’s property tax disputes with Atlantic City. The Company has accounted for its 50% investment in Borgata as discontinued operations for all periods presented in these consolidated financial statements. (c)     (d)2016 includes $38.3 million in pretax, non-cash impairment charges which includes non-cash impairment charges of $23.6 million, $12.5 million and $0.8 million for a gaming license, goodwill and trademarks, respectively, in our Midwest & South segment; and $42.4 million in pretax loss on early extinguishments and modifications of debt. Additionally, 2016 includes a noncash income tax benefit of $203.9 million resulting from the release of a previously recorded deferred tax asset valuation allowance. The financial results of Aliante are included in these financial results from its September 27, 2016 date of acquisition, and the financial results of Cannery and Eastside Cannery are included from their December 20, 2016 date of acquisition. Discontinued operations for 2016 include an after-tax gain on the sale of our equity interest in Borgata of $181.7 million. (d) (e)    2015 includes $18.6 million in pretax, non-cash impairment charges, which includes a $17.5 million non-cash impairment charge for a gaming license in our Midwest & South segment; and $40.7 million in pretax loss on early extinguishments and modifications of debt. (e)    2014 includes $48.7 million in pretax, non-cash impairment charges, which includes impairment charges of $39.8 million for gaming licenses and $0.3 million of trademarks in our Midwest & South segment, and a $8.7 million charge to write down the value of certain non-operating assets. (f)    For purposes of computing this ratio, "earnings" consist of income before income taxes and income/(loss) from unconsolidated affiliates, plus fixed charges (excluding capitalized interest) and distributed income of equity investees. "Fixed charges" include interest whether expensed or capitalized, amortization of debt expense, discount, or premium related to indebtedness (included in interest expense), and such portion of rental expense that we deem to be a reasonable representation of the interest factor. Due primarily to certain non-cash charges deducted in the determination 29 Table of our earnings, the earnings were less than fixed charges by $57.3 million for 2014.Contents ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements. EXECUTIVE OVERVIEW Boyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. As of December 31, 2018,2019, we are a geographically diversified operator of 29 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. We view each operating property as an operating segment. For financial reporting purposes, we aggregate our wholly owned properties into the following three reportable segments: Las Vegas Locals   Gold Coast Hotel and Casino Las Vegas, Nevada The Orleans Hotel and Casino Las Vegas, Nevada Sam's Town Hotel and Gambling Hall Las Vegas, Nevada Suncoast Hotel and Casino Las Vegas, Nevada Eastside Cannery Casino and Hotel Las Vegas, Nevada Aliante Casino + Hotel + Spa North Las Vegas, Nevada Cannery Casino Hotel North Las Vegas, Nevada Eldorado Casino Henderson, Nevada Jokers Wild Casino Henderson, Nevada Downtown Las Vegas   California Hotel and Casino Las Vegas, Nevada Fremont Hotel and Casino Las Vegas, Nevada Main Street Station Casino, Brewery and Hotel Las Vegas, Nevada Midwest & South   Par-A-Dice Hotel and Casino East Peoria, Illinois Belterra Casino Resort Florence, Indiana Blue Chip Casino, Hotel & Spa Michigan City, Indiana Diamond Jo Dubuque Dubuque, Iowa Diamond Jo Worth Northwood, Iowa Kansas Star Casino Mulvane, Kansas Amelia Belle Casino Amelia, Louisiana Delta Downs Racetrack Casino & Hotel Vinton, Louisiana Evangeline Downs Racetrack and Casino Opelousas, Louisiana Sam's Town Hotel and Casino Shreveport, Louisiana Treasure Chest Casino Kenner, Louisiana IP Casino Resort Spa Biloxi, Mississippi Sam's Town Hotel and Gambling Hall Tunica, Mississippi Ameristar Casino Hotel Kansas City Kansas City, Missouri Ameristar Casino Report Spa St. Charles St. Charles, Missouri Belterra Park Cincinnati, Ohio Valley Forge Casino Resort King of Prussia, Pennsylvania In addition to these properties, we We also own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii. 30 Table of Contents Results for Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator, are included in our Midwest & South segment. On In May 31, 2016, we announced that we had entered into an Equity Purchase Agreement to sell our 50% equity interest in the parent company of Borgata Hotel Casino and Spa ("Borgata") to MGM Resorts. This transaction closed on August 1, 2016. We accountedaccount for our investment in Borgata by applying the equity method and reportedreport its results as discontinued operations for all periods presented in this Annual Report on Form 10-K. Our Las Vegas Locals segment includes our wholly owned subsidiaries Aliante Casino + Hotel + Spa ("Aliante") for the period following its September 27, 2016 acquisition, and Cannery Casino Hotel and Eastside Cannery Casino and Hotel (together, the "Cannery Properties") for the period following their December 20, 2016 acquisition. See Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8. Our Midwest & South segment includes our wholly owned subsidiaries Valley Forge Casino Resort for the period following its September 17, 2018 acquisition, and Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles, Belterra Casino Resort and Belterra Park (together, the "Pinnacle Properties") for the period following their October 15, 2018 acquisition. See Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8. We operate Most of our gaming entertainment properties most of which also include hotel, dining, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number of visits and spending levels of customers at our properties, which affects our operating results. properties. Our properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services bywith cash or by credit card. Our industry is capital intensive and we rely heavily on the ability of our properties to generate operating cash flow in order to fund maintenance capital expenditures, to maintain and expand our existing facilities, fund acquisitions, provide excess cash for future development, repay debt financing and associated interest costs, repurchase our debt or equity securities, and pay income taxes and dividends. Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth, including our strategic investing in non-gaming amenities;growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing cash flow, improving operations and diversifying our asset base; and (iii) successfully implementingpursuing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders. Our Strategy Our overriding strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business. Strengthening our Balance Sheet We are committed to finding opportunities to strengthen our balance sheet through diversifying and increasing our cash flowflows. We intend to reducetake a balanced approach to our debt. cash flows, with a current emphasis on debt repayment followed by investing in our business and returning capital to shareholders. Operating Efficiently We are committed to operating more efficiently, and endeavor to prevent unneeded expense in our business.efficiently. As we continue to experience revenue growth in both our gaming and non-gaming operations, the efficiencies of our business model position us to flow a substantial portion of the revenue growth directly to the bottom line. Evaluating Acquisition Opportunities Our evaluations of potential transactionsinvestments and acquisitionsgrowth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that are a good fit forgrow our business and deliver a solid return for shareholders,shareholders. These investments can take the form of expanding and are availableenhancing offerings and amenities at existing properties, development of new properties, or acquisitions. Currently, the right price. Company is primarily focused on enhancements to its existing properties. Maintaining our Brand The ability of our employees to deliver great customer service helps distinguish our Company and our brands from our competitors. Our employees are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established a nationwide branding initiative and loyalty program. Our players use their "B Connected" cards to earn and redeem points at nearly all of our properties. The "B Connected" club, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and earn rewards toward gaming and nongaming activities. 31 Table of Contents Our Key Performance Indicators We use several key performance measures to evaluate the operations of our properties. These key performance measures include the following: Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share.  Slot win and table game hold, which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively. Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin. Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure. • Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share.  Slot win and table game hold, which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively. • Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin. • Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure. RESULTS OF OPERATIONS Overview   Year Ended December 31, (In millions) 2018   2017   2016 Total revenues $ 2,626.7   $ 2,400.8   $ 2,199.3 Operating income 355.3   343.8   260.4 Income from continuing operations, net of tax 114.7   168.0   207.7 Income from discontinued operations, net of tax 0.3   21.4   212.5 Net income 115.0   189.4   420.2 Adoption of Revenue Recognition Guidance As discussed in Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements, we adopted the Revenue Standard, by applying the full retrospective method in first quarter 2018 and adjusted our previously reported results. All prior year amounts from the effective date of our adoption (January 1, 2015) discussed in this management’s discussion and analysis have been adjusted, when necessary, to reflect the adoption of this guidance.     Year Ended December 31,   (In millions)   2019   2018   2017   Total revenues   $ 3,326.1   $ 2,626.7   $ 2,400.8   Operating income     472.6     355.3     343.8   Income from continuing operations, net of tax     157.6     114.7     168.0   Income from discontinued operations, net of tax     —     0.3     21.4   Net income     157.6     115.0     189.4   Total Revenues Total revenues increased $225.9$699.4 million, or 9.4%26.6%, for 20182019 as compared to 20172018 due primarily to the Midwest & South segment increasing by $217.1 million over the prior period. The increase in total revenues in the Midwest & South segment are primarily attributable to the acquisitions of Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018 (collectively, the "Acquisitions"). Total revenues increased approximately $201.6$225.9 million, or 9.2%9.4%, for 20172018 as compared to 20162017 due primarily to the acquisitions of Aliante and the Cannery Properties (the "Aliante & Cannery Acquisitions") in September and December 2016, respectively. In addition, total revenues related to our Las Vegas Locals segment, excluding the Aliante & Cannery Acquisitions, and the Downtown Las Vegas segment, increased $12.7 million and $7.9 million, respectively, from the prior year comparable period. These increases are offset by declines in total revenues in the Midwest & South segment increasing by $217.1 million over the prior period primarily at Evangeline Downs and Amelia Belle, dueattributable to localized economic weakness. the Acquisitions. Operating Income In 2019, our operating income increased $117.3 million as compared to 2018 due primarily to the Acquisitions and cost control efforts surrounding our operating costs. In addition, project development, preopening and writedowns expense decreased $24.0 million from the prior year period, which included costs incurred related to the Acquisitions. In 2018, our operating income increased $11.5 million as compared to 2017 due primarily to the Acquisitions, along with the favorable impact of our continuing cost control efforts. Changes in operating margins are discussed in detailfurther below. 32 In 2017, our operating income increased $83.4 million as compared to 2016, which reflected the additionTable of the Aliante & Cannery Acquisitions, as well as the impact of our continuing cost control efforts. Changes in operating margins are discussed in detail below. The increase was also driven by project development, preopening and writedowns expense decreasing by $7.7 million as compared to the prior year, along with the inclusion in the prior year of $38.3 million in impairments of intangible assets, both of which are discussed in their respective sections below. Corporate expense increased $15.5 million over the comparable prior yearContents due to costs related to creation of back-of-house support functions as part of the implementation of our business improvement initiatives. Income from Continuing Operations, Net of Tax Income from continuing operations, net of tax was $157.6 million in 2019, as compared to $114.7 million in 2018, an increase of $42.9 million. This increase was primarily attributable to the $117.3 million increase in operating income, as discussed above, offset by a $33.3 million increase in interest expense, net of amounts capitalized, due to an increase in the weighted average long-term debt balance of $536.0 million reflecting the incremental debt incurred to fund the Acquisitions, a 0.2 percentage point increase in the weighted average interest rate and by $34.9 million of loss on early extinguishments and modifications of debt due to our refinancing activities. Income from continuing operations, net of tax was $114.7 million in 2018, as compared to $168.0 million in 2017, a decrease of $53.3 million. This decrease was attributable to a $37.2 million increase in the income tax provision. The increase in the income tax provision is a result of the prior year provision including a discrete tax benefit of $60.1 million related to the changes in tax legislation in 2017. In addition, interest expense, net of amounts capitalized, increased $31.1 million due to an increase in the weighted average long-term debt balance of $205.9 million reflecting the additional debt issued to fund the Acquisitions and a 1.0% percentage point increase in the weighted average interest rate. These declines were offset by the operating income increase of $11.5 million from the prior year for those factors mentioned above and an increase in interest income of $1.9 million due to the investment in cash equivalents and short-term marketable securities of the net proceeds from the issuance of the 6.000% Senior Notes due August 2026 in second quarter 2018. Income from continuing operations, net of tax was $168.0 million in 2017, as compared to $207.7 million in 2016, a decrease of $39.7 million. This decrease was attributable to a $203.0 million change in the income tax provision primarily due to the release in the prior year of a valuation allowance on our federal and unitary state income tax net operating loss carryforwards and deferred tax assets, offset by a noncash income tax benefit of $60.1 million related to the changes in tax legislation in 2017. Partially offsetting this benefit, is a $40.8 million decline in loss on early extinguishments of debt compared to the prior year period due to the modification of the Boyd Gaming Credit Facility, redemption of our 9.0% senior notes due 2018 and Peninsula Gaming's 8.375% senior notes due 2018, and the extinguishment of the Peninsula Gaming bank credit facility. In addition, operating income increased $83.4 million from the prior year period for those factors mentioned above and interest expense, net of amounts capitalized, declined by $39.6 million due to a decrease in average outstanding borrowings of $129.7 million, along with a decline in the weighted average interest rate of 0.9%. Income From Discontinued Operations, Net of Tax Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata.Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million. The 2017 results include property tax recovery proceeds of $36.2 million related to the final settlement of Borgata's property tax disputes with Atlantic City. In 2016, Net Income For the Company recordedyear ended December 31, 2019, net income was $157.6 million, compared with net income of $115.0 million for the corresponding period of the prior year. The $42.6 million change is primarily due to the increase in income from continuing operations, net of tax, of $42.9 million, as discussed above, offset by a $181.7$0.3 million after-tax gain on the sale of our equity interestdecrease in Borgata and property tax refunds of $9.1 million, which were received after the sale, both of which are included innet income from discontinued operations, in 2016. Net Income net of tax. For the year ended December 31, 2018, net income was $115.0 million, compared with net income of $189.4 million for the corresponding period of the prior year. The $74.3 million change is primarily due to the decrease in income from continuing operations, net of tax along with a $21.0 million decrease in income from discontinued operations from the prior year (both items discussed above). For the year ended December 31, 2017, net income was $189.4 million, compared with net income of $420.2 million for the corresponding period of the prior year. The $230.8 million change is primarily due to the decrease in income from continuing operations, net of tax along with a $191.1 million decrease in income from discontinued operations from the prior year (both items discussed above). Operating Revenues We derive the majority of our revenues from our gaming operations, which generated approximately 73%75%, 72%73% and 73%72% of our revenues for 2019, 2018 2017 and 2016,2017, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 14%13% of revenues for 2019, and 14% for 2018 2017 and 2016.2017. Room revenues and other revenues separately contributed less than 10% of revenues during each year. 33 Table of Contents   Year Ended December 31, (In millions) 2018   2017   2016 REVENUES           Gaming $ 1,925.4   $ 1,740.3   $ 1,610.4 Food & beverage 367.9   346.4   302.7 Room 199.5   186.8   169.4 Other 133.9   127.3   116.8 Total revenues $ 2,626.7   $ 2,400.8   $ 2,199.3             COSTS AND EXPENSES           Gaming $ 845.5   $ 759.6   $ 725.1 Food & beverage 347.6   335.5   300.8 Room 90.9   85.2   77.7 Other 87.4   83.6   83.4 Total costs and expenses $ 1,371.4   $ 1,263.9   $ 1,187.0             MARGINS           Gaming 56.1 %   56.4 %   55.0 % Food & beverage 5.5 %   3.1 %   0.6 % Room 54.4 %   54.4 %   54.1 % Other 34.7 %   34.3 %   28.6 %     Year Ended December 31,   (In millions)   2019     2018     2017   REVENUES                         Gaming   $ 2,483.3     $ 1,925.4     $ 1,740.3   Food & beverage     447.9       367.9       346.4   Room     237.2       199.5       186.8   Other     157.7       133.9       127.3   Total revenues   $ 3,326.1     $ 2,626.7     $ 2,400.8                             COSTS AND EXPENSES                         Gaming   $ 1,116.4     $ 845.5     $ 759.6   Food & beverage     412.9       347.6       335.5   Room     110.7       90.9       85.2   Other     96.1       87.4       83.6   Total costs and expenses   $ 1,736.1     $ 1,371.4     $ 1,263.9                             MARGINS                         Gaming     55.0 %     56.1 %     56.4 % Food & beverage     7.8 %     5.5 %     3.1 % Room     53.3 %     54.4 %     54.4 % Other     39.1 %     34.7 %     34.3 % Gaming Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The $557.9 million, or 29.0%, increase in gaming revenues during 2019 as compared to the prior year, was primarily due to the Acquisitions. The $185.2 million, or 10.6%, increase in gaming revenues during 2018 as compared to the prior year, was primarily due to the Midwest & South segment. The Midwest & South segment experienced a $183.6 million increase in gaming revenue primarily due to the Acquisitions. In addition, the Louisiana and Mississippi properties experienced gaming revenue growth, particularly Delta Downs, Amelia Belle and IP. Gaming margins were essentially even with the prior year. The $129.9 Food & Beverage Food & beverage revenues increased $80.0 million, or 8.1%21.7%, increase in gaming revenues during 20172019 as compared to the prior year, wasyear. The increase is primarily due to the addition of the AlianteAcquisitions. Overall food & Cannery Acquisitionsbeverage margins increased to our Las Vegas Locals segment. Partially offsetting this increase, is a decrease in gaming revenues7.8% from 5.5% in the Midwest & South segment. The Midwest & South segment experienced a 1.5% decline in slot handle, along with a 2.8% decrease in table game drop. Gaming margins slightly increased as compared to prior year, due primarily to top line gaming revenue growth and effectivean increase in average check of 10.8% while cost control. Food & Beverage per cover increased by only 6.1% Food & beverage revenues increased $21.5 million, or 6.2%, during 2018 as compared to prior year due primarily to the Acquisitions. Overall food & beverage margins increased to 5.5% from 3.1% in the prior year, primarily due to an overall increase in average check of 2.2% offset slightly by an increase in cost per cover of 0.6%. Food & beverage Room Room revenues increased $43.7$37.7 million, or 14.4%18.9%, during 2017 asin 2019 compared to prior year2018 due primarily to the Aliante & Cannery Acquisitions, along with anAcquisitions. An increase in room revenue of $5.5 million in the Las Vegas Locals segment excluding the Aliante & Cannery Acquisitions, of $8.4 million, as food covers increased 33% and average check increased 16.9%was driven by an increase in the segment. Food & beverage margins increased due to our cost control efforts. Room hotel occupancy rate of 3.1% from the prior year, offset by a decrease of 0.8% in the average daily rate from the prior year. Room revenues increased $12.7 million, or 6.8%, in 2018 compared to 2017 due primarily to the Acquisitions which accounted for $8.4 million. The increase in room revenue of $2.3 million in the Downtown Las Vegas segment was driven by an increase in the average daily rate of 6.1% from the prior year. The Las Vegas Locals segment also experienced room revenue growth of $1.7 million attributable to a 1.2% increase over the prior year in average daily rate. 34 Room revenues increased $17.4 million, or 10.3%, in 2017 compared to 2016 due to the additionTable of the Aliante and Cannery Acquisitions in the Las Vegas Locals segment along with a $4.4 million increase in the Downtown Las Vegas segment. The Downtown Las Vegas segment's occupancy rate stayed consistent year-over-year however the average daily rate increased byContents 22.3% from the prior year. The growth in this segment over the prior year is due in part to the completion of the 300-room hotel renovation at the Cal property in August 2017. Overall, room margins remained consistent from 2016 to 2017. Other Other revenues relate to patronage visits at the amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased by $23.9 million, or 17.8%, during 2019 as compared to the prior year, was primarily due to the Acquisitions. Other revenues increased by $6.5 million, or 5.1%, during 2018 as compared to the prior year due primarily to the Acquisitions, which accounted for an increase of $5.5 million to other revenue in the Midwest & South segment. Other revenues increased Revenues and Adjusted EBITDAR by $10.6 million, or 9.1%, during 2017 as comparedReportable Segment We determine each of our properties' profitability based upon Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent expense related to the prior year due primarily tomaster lease ("Adjusted EBITDAR"), which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, master lease rent expense, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets and other operating items, net, as applicable. Reportable Segment Adjusted EBITDAR is the Aliante and Cannery Acquisitions, which accountedaggregate sum of the Adjusted EBITDAR for an increase to other revenue ineach of the properties comprising our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments before net amortization, preopening and other items. Results for Downtown Las Vegas include the results of our travel agency and captive insurance company in Hawaii. The results for our Illinois distributed gaming operator are included in our Midwest & South segment. Revenues by Reportable Segment Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, provides our investors a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes and facilities comparisons between us and our competitors. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. The following table presents our total revenues and Adjusted EBITDAR by Reportable Segment:   Year Ended December 31, (In millions) 2018   2017   2016 Total Revenues by Reportable Segment           Las Vegas Locals $ 873.5   $ 868.4   $ 655.0 Downtown Las Vegas 248.1   244.4   236.6 Midwest & South 1,505.1   1,288.0   1,307.7 Total revenues $ 2,626.7   $ 2,400.8   $ 2,199.3     Year Ended December 31,   (In millions)   2019     2018     2017   Total revenues                         Las Vegas Locals   $ 880.9     $ 873.5     $ 868.4   Downtown Las Vegas     257.7       248.1       244.4   Midwest & South     2,187.5       1,505.1       1,288.0   Total revenues   $ 3,326.1     $ 2,626.7     $ 2,400.8                             Adjusted EBITDAR (1)                         Las Vegas Locals   $ 283.0     $ 274.3     $ 249.9   Downtown Las Vegas     62.4       56.5       54.6   Midwest & South     635.2       432.4       364.4   Total Reportable Segment Adjusted EBITDAR     980.6       763.2       668.9   Corporate expense     (83.9 )     (81.9 )     (73.0 ) Adjusted EBITDAR   $ 896.7     $ 681.3     $ 595.9   (1) Refer to Note 14, Segment Information, in the notes to the consolidated financial statements for a reconciliation of Total Reportable Segment Adjusted EBITDAR to operating income, as reported in accordance with GAAP in our accompanying consolidated statements of operations. Las Vegas Locals Total revenues increased $7.4 million, or 0.9%, during 2019 as compared to the prior year, primarily due to revenue increases in food & beverage and room revenue. Food & beverage revenue increased $1.8 million due to an increase in average check of 7.8% over prior year. In addition, room revenue increased $5.5 million, as discussed above. Total revenues increased $5.1 million, or 0.6%, during 2018 as compared to the comparable prior year, period, reflecting revenue increases in all departmental categories. Gaming revenuesrevenue increased $1.8 million primarily due to a 3.7% and 0.4% increase in table game win and slot win, respectively. In addition, room revenue increased $1.7 million due to a 1.2% increase in average daily rate and other revenue increased $1.0 million due to increased consumption of property amenities and visitor spending. Total revenues Adjusted EBITDAR increased $213.4by $8.7 million, or 32.6%3.2%, during 20172019 as compared to the comparable prior year, period primarily due to the addition of the Aliante and Cannery Acquisitions. revenue growth. Downtown Las Vegas Total revenues increased by $9.6 million, or 3.9%, in 2019 as compared to the prior year, reflecting revenue increases in all departmental categories except other revenue. Gaming revenue increased $5.8 million primarily due to a 6.8% increase in slot win. Food & beverage revenue increased $2.0 million primarily due to an increase in average check of 6.2% and a 1.1% increase in food covers. In addition, room revenue increased $1.8 million as the hotel occupancy rate increased 2.8% over prior year. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 53% and 54% of our occupied rooms in this segment in 2019 and 2018, respectively. 35 Table of Contents Total revenues increased by $3.7 million, or 1.5%, in 2018 as compared to the prior year, reflecting revenue increases in all departmental categories except gaming revenues.revenue. Food & beverage revenuesrevenue increased by $1.3 million due to an increase in average check of 3.4% over prior year. In addition, room revenuesrevenue increased $2.3 million as the average daily rate increased 6.1% over prior year. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 54% during both 2018 and 2017 of our occupied rooms in this segment. Total revenues Adjusted EBITDAR increased by $7.9$5.9 million, or 3.3%10.4%, in 2017during 2019 as compared to the prior year, reflectingprimarily due to revenue increases in all departmental categories. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 54% and 52% during 2017 and 2016, respectively, of our occupied rooms in this segment. growth. Midwest & South Total revenues increased $682.4 million, or 45.3%, in 2019 as compared to 2018, primarily due to the Acquisitions. Total revenues increased $217.1 million, or 16.9%, in 2018 as compared to 2017, primarily due to the Acquisitions, which accounted for an increase of $206.6 million.Acquisitions. In addition, the Louisiana and Mississippi properties experienced gaming revenue growth, particularly Delta Downs, Amelia Belle and IP. Total revenues decreased 1.5% Adjusted EBITDAR increased by $202.8 million, or 46.9%, during 20172019 as compared to 2016,the prior year, primarily due to a gaming revenue decrease resulting from a 1.5% decline in slot handle, along with a 2.8% decrease in table game drop. The results for this segment were impacted by Evangeline Downs and Amelia Belle experiencing localized economic weakness. The declines are partially offset by room revenue growth of $2.9 million at Delta Downs due to the opening of the new hotel tower and newly renovated rooms. The average daily rate at Delta Downs increased by 25.5% over the prior year. Acquisitions. Other Operating Costs and Expenses The following operating costs and expenses, as presented in our consolidated statements of operations, are further discussed below:   Year Ended December 31, (In millions) 2018   2017   2016 Selling, general and administrative $ 369.3   $ 362.0   $ 322.3 Master lease rent expense 20.7   —   — Maintenance and utilities 127.0   109.5   100.0 Depreciation and amortization 230.0   217.5   196.2 Corporate expense 104.2   88.1   72.7 Project development, preopening and writedowns 45.7   14.5   22.1 Impairment of assets 1.0   (0.4 )   38.3 Other operating items, net 2.2   1.9   0.3     Year Ended December 31,   (In millions)   2019   2018   2017   Selling, general and administrative   $ 459.6   $ 369.3   $ 362.0   Master lease rent expense     97.7     20.7     —   Maintenance and utilities     154.7     127.0     109.5   Depreciation and amortization     276.6     230.0     217.5   Corporate expense     105.1     104.2     88.1   Project development, preopening and writedowns     21.7     45.7     14.5   Impairment of assets     —     1.0     (0.4 ) Other operating items, net     1.9     2.2     1.9   Selling, General and Administrative Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of total revenues, were 14.1%13.8%, 14.1% and 15.1% for 2019, 2018 and 14.7% for 2018, 2017, and 2016, respectively. We continue to focus on disciplined and targeted marketing spend and on our cost containment efforts. Master lease rent expense Lease Rent Expense Master lease rent expense represents rent expense incurred by those properties subject to a master lease agreement with a real estate investment trust. Maintenance and Utilities Maintenance and utilities expenses, as a percentage of total revenues, were 4.8%4.7%, 4.8% and 4.6% for 2019, 2018 and 4.5% for 2018, 2017, and 2016, respectively. Depreciation and Amortization Depreciation and amortization expense, as a percentage of total revenues, was 8.8%8.3%, 8.8% and 9.1% for 2019, 2018 and 8.9%2017, respectively. The decline in the percentage versus the prior periods is attributable to there not being depreciation on the real property for 2018, 2017 and 2016, respectively. three of the Acquisition properties which are subject to the master lease agreement. Corporate Expense Corporate expense represents unallocated payroll, professional fees, rent and various other administrative expenses that are not directly related to our casino and/or hotel operations, in addition to the corporate portion of share-based compensation expense. Corporate expense, representedrepresented 3.2%, 4.0%, 3.7% and 3.3%3.7%, of total revenues, for 2019, 2018 and 2017, and 2016, respectively. The corporate expense increase is primarily due to an increase in share-based compensation expense for the periods presented due to positive changes in achievement levels for performance share units. Project Development, Preopening and Writedowns Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs;incurred; and (iii) asset write-downs. The increase inhigher project development, preopening and writedowns fromexpense in 2018 as compared to 2019 and 2017 to 2018, is primarily due to the Acquisitions, the Wilton Rancheria development and the launch of the redesigned BConnectedB Connected player loyalty program. The decrease in such costs from 2016 to 2017 is due primarily to the Aliante and Cannery Acquisitions that occurred in 2016, with no similar transactions in 2017. Impairment of Assets There were no costs related to impairment of assets in 2019. Impairment of assets of $1.0 million in 2018 includes non-cash impairment charges related to a nonoperating asset. Impairments Impairment of assets in 2017 include a $0.6 million write down of a land parcel in Missouri that was sold during the period. This impairment charge is offset by a $1.0 million excess reserve recovery related to the Echelon project. The value of the remaining Echelon inventory is fully reserved. 36 ImpairmentsTable of assets of $38.3 million in 2016 include non-cash impairment charges of $23.6 million for a gaming license, $12.5 million for goodwill and $0.8 million for trademarks in our Midwest & South segment.Contents Other Operating Items, Net Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including direct and non-reimbursable costs associated with natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable. Other Expense (Income) Interest Expense, net   Year Ended December 31, (In millions) 2018   2017   2016 Interest Expense, net $ 200.5   $ 171.3   $ 209.7 Average Long-Term Debt Balance 3,413.2   3,207.2   3,337.0 Loss on Early Extinguishments and Modifications of Debt 0.1   1.6   42.4 Weighted Average Interest Rates 5.4 %   4.4 %   5.3 %             Mix of Debt at Year End           Fixed rate debt 56.0 %   48.1 %   45.7 % Variable rate debt 44.0 %   51.9 %   54.3 %     Year Ended December 31,   (In millions)   2019     2018     2017   Interest Expense, net   $ 235.6     $ 200.5     $ 171.3   Average Long-Term Debt Balance     3,949.1       3,413.2       3,207.2   Loss on Early Extinguishments and Modifications of Debt     34.9       0.1       1.6   Weighted Average Interest Rates     5.6 %     5.4 %     4.4 %                           Mix of Debt at Year End                         Fixed rate debt     65.8 %     56.0 %     48.1 % Variable rate debt     34.2 %     44.0 %     51.9 % Interest expense, net of capitalized interest and interest income increased $35.1 million, or 17.5%, from 2018 to 2019 primarily due to an increase in the weighted average long-term debt balance of $536.0 million, reflecting the incremental debt incurred related to the Acquisitions. In addition, the weighted average interest rate increased by 0.2 percentage points over the prior year period, which is driven by an increase in the underlying Eurodollar rate. Interest expense, net of capitalized interest and interest income, for 2018 increased $29.2 million, or 17.0%, is primarily attributable to an increase in the weighted average long-term debt balance of $205.9 million from 2017 to 2018. The increase in the weighted average long-term debt balance for the year ended December 31, 2018 over the prior year comparable period is due to the issuance in June 2018 of the $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 issued in anticipation of the Acquisitions. In addition, the weighted average interest rate increased by 1.0 percentage point over the comparableprior year period, which is driven by an increase in the underlying Eurodollar rate. Interest expense, net of capitalized interest and interest income, for 2017 decreased $38.4 million, or 18.3%, due to the redemptions of our 9.0% senior notes and the Peninsula 8.375% senior notes, the payoff of the Peninsula bank credit facility, the refinancing of the Boyd Gaming Credit Facility in September 2016 and the refinancing of Term B Loans in March 2017. These transactions led to a reduction in the average long-term debt balance of $129.7 million and a reduction in the weighted average interest rate from 5.3% to 4.4% for 2017. Loss on Early Extinguishments and Modifications of Debt The components of the loss on early extinguishments and modifications of debt, are as follows:   December 31, (In millions) 2018   2017   2016 Boyd Gaming Credit Facility deferred finance charges $ 0.1   $ 1.1   $ 6.6 Amendment No. 2 and Refinancing Amendment —   0.5   — 9.00% Senior Notes premium and consent fees —   —   15.8 9.00% Senior Notes deferred finance charges —   —   6.0 8.375% Senior Notes deferred finance charges —   —   4.5 Peninsula Credit Facility deferred finance charges —   —   9.5 Total loss on early extinguishments and modifications of debt $ 0.1   $ 1.6   $ 42.4     Year Ended December 31,   (In millions)   2019     2018     2017   6.875% Senior Notes premium and consent fees   $ 25.8     $ —     $ —   6.875% Senior Notes deferred finance charges     6.1       —       —   Boyd Gaming Credit Facility deferred finance charges     3.0       0.1       1.1   Amendment No. 2 and Refinancing Amendment     —       —       0.5   Total loss on early extinguishments and modifications of debt   $ 34.9     $ 0.1     $ 1.6   Income Taxes The effective tax rate on income from continuing operations during 2019, 2018 and 2017 was 21.8%, 26.0% and 2016 was 26.0%, 1.8% and (2,573.8)%, respectively. Our effective tax rate for 2019 was favorably impacted by benefits related to equity compensation and tax credits and unfavorably impacted by non-deductible expenses, including non-deductible compensation and employee benefits. Additionally, our 2019 effective tax rate was favorably impacted by the revaluation of our state tax deferred liabilities as a result of corporate restructuring. In 2018, our tax provision was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by certain tax credits. In 2017, our tax provision was favorably impacted by the change to the federal statutory tax rate on our net deferred tax liability. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from a top marginal rate of 35% to a flat rate of 21%; (2) eliminating the corporate alternative minimum tax (AMT); (3) creating a new limitation on deductible interest expense; (4) changing bonus depreciation that will allow for full expensing of qualified property; (5) changing the limitations on executive compensation (6) altering the rules with respect to net operating losses generated after December 31, 2017. These changes have various effective dates. As a result of the reduction of the federal corporate income tax rate, we revalued our net deferred tax liability as of December 31, 2017. Based on this revaluation, we recorded a discrete tax benefit of $60.1 million. 37 During 2016, our tax benefit was primarily a resultTable of the release of a valuation allowance on our federal and state net operating loss carryforwards and other deferred tax assets.Contents Income from Discontinued Operations, Net of Tax Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million. The results for the year ended December 31, 2017 include property tax recovery proceeds of $21.4 million, net of tax, related to the final settlement of Borgata's property tax disputes with Atlantic City. The 2016 results include a $181.7 million after-tax gain on the sale of our equity interest in Borgata, our share of the results of Borgata through the date of sale and our portion of property tax refunds received in 2016 subsequent to the sale of our ownership interest. The Company applied the equity method of accounting to its 50% investment in Borgata. LIQUIDITY AND CAPITAL RESOURCES Financial Position We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cash equivalents balance was $249.4balances were $250.0 million and $203.1$249.4 million at December 31, 2019 and 2018, respectively. In addition, we held restricted cash balances of $20.5 million and 2017,$23.8 million at December 31, 2019 and 2018, respectively. Our working capital deficit at December 31, 2019 and 2018 was $157.4 million and 2017 was $70.0 million, and $56.8 million, respectively. Our bank credit facility generally provides all necessary funds for the day-to-day operations, interest and tax payments, as well as capital expenditures. On a daily basis, we evaluate our cash position and adjust the balance outstanding under our bank credit facility, as necessary, by either borrowing or paying down debt with excess cash. We also plan the timing and the amounts of our capital expenditures. We believe that the borrowing capacity under the bank credit facility, subject to restrictive covenants, and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating and maintenance capital expenditures. The source of funds available to us for repayment of debt or to fund development projects is derived primarily from cash flows from operations and availability under our bank credit facility, to the extent availability exists after we meet working capital needs, and subject to restrictive covenants. See "Indebtedness", below, for further detail regarding funds available through our bank credit facility. We could also seek to secure additional working capital, repay current debt maturities, or fund development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings. If availability does not exist under our credit facility, or we are not otherwise able to draw funds on our credit facility, additional financing may not be available to us, and if available, may not be on terms favorable us. 38 Table of Contents Cash Flows Summary   Year Ended December 31, (In millions) 2018   2017   2016 Net cash provided by operating activities $ 434.5   $ 422.6   $ 300.3             Cash Flows from Investing Activities           Capital expenditures (161.5 )   (190.4 )   (160.4 ) Cash paid for acquisitions, net of cash received (934.1 )   (1.2 )   (592.7 ) Advances pursuant to development agreement —   (35.1 )   — Other investing activities (39.7 )   0.7   14.1 Net cash used in investing activities (1,135.3 )   (226.0 )   (739.0 ) Cash Flows from Financing Activities           Net proceeds (payments) of debt 850.3   (161.5 )   (97.9 ) Dividends paid (24.7 )   (11.3 )   — Shares repurchased and retired (59.6 )   (31.9 )   — Share-based compensation activities, net (5.3 )   (7.7 )   (1.3 ) Other financing activities (14.5 )   (2.9 )   — Net cash used in financing activities 746.2   (215.3 )   (99.2 ) Net cash provided by discontinued operations 0.5   35.7   570.3 Net increase in cash and cash equivalents $ 45.9   $ 17.0   $ 32.4     Year Ended December 31,   (In millions)   2019     2018     2017   Net cash provided by operating activities   $ 549.0     $ 434.5     $ 422.6                             Cash flows from investing activities                         Capital expenditures     (207.7 )     (161.5 )     (190.4 ) Cash paid for acquisition, net of cash received     (5.5 )     (934.1 )     (1.2 ) Advances pursuant to development agreement     —       —       (35.1 ) Other investing activities     (18.3 )     (39.7 )     0.7   Net cash used in investing activities     (231.5 )     (1,135.3 )     (226.0 )                           Cash flows from financing activities                         Net payments under bank credit facility     (465.7 )     150.3       (161.5 ) Proceeds from issuance of senior notes     1,000.0       700.0       —   Retirement of senior notes     (750.0 )     —       —   Premium and consent fees     (25.8 )     —       —   Debt issuance costs     (15.5 )     (14.2 )     (3.4 ) Shares repurchased and retired     (28.0 )     (59.6 )     (31.9 ) Dividends paid     (28.9 )     (24.7 )     (11.3 ) Share-based compensation activities, net     (5.8 )     (5.3 )     (7.7 ) Other financing activities     (0.6 )     (0.3 )     0.5   Net cash provided by (used in) financing activities     (320.3 )     746.2       (215.3 ) Net cash provided by discontinued operations     —       0.5       35.7   Increase (decrease) in cash, cash equivalents and restricted cash   $ (2.8 )   $ 45.9     $ 17.0   Cash Flows from Operating Activities During 2019, 2018 2017 and 2016,2017, we generated net operating cash flow of $549.0 million, $434.5 million and $422.6 million, respectively. Generally, operating cash flows increased $114.5 million in 2019 compared to 2018 due to the flow through effect of higher revenues, including the impact of the Acquisitions, and $300.3 million, respectively.the timing of working capital spending. Generally, operating cash flows increased $12.0 million in 2018 compared to 2017 due to the flow through effect of higher revenues, including the impact of the Acquisitions, and the timing of working capital spending. Generally, operating cash flows increased $122.2 million in 2017 compared to 2016 due to the flow through effect of higher revenues, including the impact of the Aliante and Cannery Acquisitions, and the timing of working capital spending. Cash Flows from Investing Activities Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures. During 2019, we incurred net cash outflows for investing activities of $231.5 million. Capital expenditures of $207.7 million for 2019 are primarily related to the purchase of property and equipment, including information technology purchases for new software. During 2018, we incurred net cash outflows for investing activities of $1,135.3 million. The increase in outflows as compared to the prior year is due to the Acquisitions. During 2017, we incurred net cash outflows for investing activities of $226.0 million. The decline in outflows as compared to the prior year is due to the Aliante & Cannery Acquisitions. Capital expenditures for 2017 include $43.0 million paid in February 2017 to exercise a purchase option to acquire leased land underlying The Orleans Hotel and Casino. In January 2017, we paid $35.1 million for the acquisition of land that is the intended site of the Wilton Rancheria casino, pursuant to our development agreement with the Wilton Rancheria Tribe. This cost willWe expect to be reimbursed to usfor this cost when the Tribe obtains permanentproject financing for the project. In 2016, we incurred net cash outflows for investing activities of $739.0 million due to our Aliante & Cannery Acquisitions and capital expenditures during the period of $160.4 million. is in place. Cash Flows from Financing Activities We rely upon our financing cash flows to provide funding for investment opportunities, repayments of obligations and ongoing operations. In 2019 and 2017, our net cash outflows from financing activities totaled $320.3 million and $215.3 million, respectively. In 2018, our net cash inflows fromfor financing activities totaled $746.2 million and in 2017 and 2016, ourmillion. The net cash outflows for financing activities totaled $215.3 millionin 2019 reflect primarily the use of the proceeds from the issuance of our 4.750% Senior Notes due 2027 and $99.2 million, respectively.a portion of our excess cash from operations to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash inflows for financing activities in 2018 reflect primarily the proceeds received for the issuance of our 6.000% Senior Notes due August 2026 and the Joinder Agreement to our Credit Agreement. The net proceeds from the debt issuance were ultimately used to fund the Acquisitions. The outflows in 2018 reflect the use of excess cash to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash outflows for financing activities in 2017, reflect primarily the use of excess cash to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash outflows in 2016 reflect primarily the redemption 39 Table of our 9.00% senior notes due 2020 and Peninsula Gaming's 8.375% senior notes due 2018, and extinguishment of the Peninsula Gaming bank credit facility during the period, using the net cash proceeds from the sale of our equity interest in Borgata, and cash flow from the Refinancing Amendment.Contents Cash Flows from Discontinued Operations Discontinued operations activities in 2018 and 2017 and 2016 represent Borgata.Borgata, which we sold in August 2016. The net cash inflow of $0.5 million in 2018 represents cash received for our share of miscellaneous recoveries realized by Borgata. The net cash inflow of $35.7 million in 2017 includes property tax recovery proceeds related to the final settlement of Borgata's property tax disputes with Atlantic City. The net cash flow in 2016 includes the pretax cash proceeds of $589 million received from the sale of our 50% equity interest in the parent company of Borgata to MGM in August 2016. Indebtedness The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances, are as follows: (In millions) December 31, 2018   December 31, 2017   Increase Bank credit facility $ 1,771.3   $ 1,621.1   $ 150.2 6.875% senior notes due 2023 750.0   750.0   — 6.375% senior notes due 2026 750.0   750.0   — 6.000% senior notes due 2026 700.0   —   700.0 Other 58.7   0.5   58.2 Total long-term debt 4,030.0   3,121.6   908.4 Less current maturities 24.2   24.0   0.2 Long-term debt, net of current maturities $ 4,005.8   $ 3,097.6   $ 908.2     December 31,     December 31,     Increase /   (In millions)   2019     2018     (Decrease)   Bank credit facility   $ 1,305.7     $ 1,771.3     $ (465.6 ) 6.875% senior notes due 2023     —       750.0       (750.0 ) 6.375% senior notes due 2026     750.0       750.0       —   6.000% senior notes due 2026     700.0       700.0       —   4.750% senior notes due 2027     1,000.0       —       1,000.0   Other     58.3       58.7       (0.4 ) Total long-term debt     3,814.0       4,030.0       (216.0 ) Less current maturities     27.0       24.2       2.8   Long-term debt, net of current maturities   $ 3,787.0     $ 4,005.8     $ (218.8 ) The amount of current maturities includes certain non-extending balances scheduled to be repaid within the next twelve months under the bank credit facilities. Boyd Gaming Corporation Debt Bank Credit Facility Credit Agreement The outstanding principal amounts under the Credit Facility are comprised of the following:   December 31, (In millions) 2018   2017 Revolving Credit Facility $ 320.0   $ 170.0 Term A Loan 248.3   211.0 Refinancing Term B Loans 1,152.7   1,170.0 Swing Loan 50.3   70.1 Total outstanding principal amounts under the Credit Facility $ 1,771.3   $ 1,621.1 At December 31, 2018 approximately $1.8 billion was outstanding under the bank credit facility.     December 31,     December 31,   (In millions)   2019     2018   Revolving Credit Facility   $ 235.0     $ 320.0   Term A Loan     234.3       248.3   Refinancing Term B Loans     795.0       1,152.7   Swing Loan     41.3       50.3   Total outstanding principal amounts under the bank credit facility   $ 1,305.6     $ 1,771.3   With a total revolving credit commitment of $945.5 million available under the bank credit facility, $320.0the remaining contractual availability was $656.6 million wasafter consideration of $235.0 million borrowed on the Revolving Credit Facility, $50.3$41.3 million was borrowed on the Swing Loan and $12.7$12.6 million allocated to support various letters of credit, the remaining contractual availability of $562.5 million. credit. On August 2, 2018, we entered into a Joinder Agreement (the "Joinder Agreement") to Amendment No. 2 and Refinancing Amendment (the "Credit Agreement"), among the Company, certain financial institutions and Bank of America, N.A., as administrative agent. The Joinder Agreement modified the Credit Agreement solely to join additional financial institutions as lenders and to provide for (i) increased commitments under the senior secured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) by an amount equal to $170.5 million resulting in total availability under the Revolving Credit Facility of an amount equal to $945.5 million and (ii) commitments from lenders to make additional Term A Loans (as defined in the Credit Agreement) in an amount equal to $49.5 million resulting in aggregate outstanding Term A Loans under the Credit Agreement in an amount equal to approximately $248.4$234.3 million. 40 Table of Contents Pursuant to the terms of the Credit Facility (i) the loans under the Term A Loan amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2016, payable on a quarterly basis, (ii) the loans under the Refinancing Term B Loans amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing June 30, 2017, payable on a quarterly basis, and (iii) beginning with the fiscal year ending December 31, 2016, the Company is required to use a portion of its annual Excess Cash Flow, as defined in the Credit Agreement, to prepay loans outstanding under the Credit Facility. The Refinancing Term B Loans mature on September 15, 2023 (or earlier upon occurrence or non-occurrence of certain events). The Revolving Credit Facility and the Term A Loan mature on September 15, 2021 (or earlier upon occurrence or non-occurrence of certain events). The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the total leverage ratio and ranges from 1.75% to 2.75% (if using the Eurodollar rate) and from 0.75% to 1.75% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility. The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate). The "base rate" under the Credit Agreement remains the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one-month period plus 1.00%. The blended interest rate for outstanding borrowings under for the Credit Facility was 4.7%3.8% at December 31, 20182019 and 3.9% 4.7% at December 31, 2017. 2018. Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Facility in connection with certain asset sales and issuances of certain additional secured indebtedness. The Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; (iii) establishing a maximum permitted secured leverage ratio; (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments. The Company's obligations under the Credit Facility, subject to certain exceptions, are guaranteed by certain of the Company's subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Facility. The Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility and the issuance and increase of senior secured term loans in an amount up to (i) $550.0 million, plus (ii) certain voluntary permanent reductions of the Revolving Credit Facility and certain voluntary prepayments of the senior secured term loans, plus (iii) certain reductions in the outstanding principal amounts under the term loans or the Revolving Credit Facility, plus (iv) any additional amount if, after giving effect thereto, the First Lien Leverage Ratio (as defined in the Credit Agreement) would not exceed 4.25 to 1.00 on a pro forma basis, less (v) any Incremental Equivalent Debt (as defined in the Credit Agreement), in each case, subject to the satisfaction of certain conditions. 41 Table of Contents Senior Notes We currently have three issues of senior notes (the “Senior Notes”) that are outstanding as described below. 4.750% Senior Notes due December 2027 On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 (the "4.750% Notes"). The 4.750% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on June 1, 2020. The 4.750% Notes will mature on December 1, 2027 and 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 net proceeds from the 4.750% Notes were used to finance the redemption of all of its outstanding 6.875% senior notes due 2023 and prepay a portion of our Refinancing Term B Loans. In conjunction with the issuance of the 4.750% Notes, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Notes using the effective interest method. At any time prior to December 1, 2022, we may redeem the 4.750% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After December 1, 2022, we may redeem all or a portion of the 4.750% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. In connection with the private placement of the 4.750% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 4.750% Notes. We must use commercially reasonable efforts to file a registration statement and to consummate an exchange offer within 365 days after the issuance of the 4.750% Notes, subject to certain suspension and other rights set forth in the registration rights agreement. Under certain circumstances, including our determination that we cannot complete an exchange offer, we are required to file a shelf registration statement for the resale of the 4.750% Notes and to cause such shelf registration statement to be declared effective as soon as reasonably practicable (but in no event later than the 365th day following the issuance of the 4.750% Notes) after the occurrence of such circumstances. Subject to certain suspension and other rights, in the event that the registration statement is not filed or declared effective within the time periods specified in the registration rights agreement, the exchange offer is not consummated within 365 days after the issuance of the 4.750% Notes, or the registration statement is filed and declared effective but thereafter ceases to be effective or is unusable for its intended purpose for a period in excess of 30 days without being succeeded immediately by a post-effective amendment that cures such failure, the agreement provides that additional interest will accrue on the principal amount of the 4.750% Notes at a rate of 0.25% per annum during the 90-day period immediately following any of these events and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the penalty rate exceed 1.00% per annum, until the default is cured. There are no other alternative settlement methods and, other than the 1.00% per annum maximum penalty rate, the agreement contains no limit on the maximum potential amount of consideration that could be transferred in the event we do not meet the registration statement filing requirements. The exchange offer will expire, unless extended or terminated in accordance with its terms, on December 3, 2019.  Accordingly, we do not believe that payment of additional interest under the registration payment arrangement is probable and, therefore, no related liability has been recorded in the consolidated financial statements. 6.000% Senior Notes due August 2026 On June 25, 2018, we issued $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 (the "6.000% Notes"). The 6.000% Notes require semi-annual interest payments on February 15 and August 15 of each year, commencing on August 15, 2018. The 6.000% Notes will mature on August 15, 2026 and 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 or will be, as applicable, 100% owned by us. The net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge and the four Pinnacle properties. Properties. In conjunction with the issuance of the 6.000% Notes, we incurred approximately $11.3 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000% Notes using the effective interest method. At any time prior to August 15, 2021, we may redeem the 6.000% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date. In connection with this private placement of the 6.000% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 6.000% Notes. We filed the required registration statement and commenced the exchange offer during June 2018. The exchange offer was completed on July 9, 2018 and our obligations under the registration rights agreement have been fulfilled. 6.375% Senior Notes due April 2026 On March 28, 2016, we issued $750$750.0 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 and 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets. In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method. At any time prior to April 1, 2021, we may redeem the 6.375% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. 42 Table of Contents 6.875% Senior Notes due May 2023 On May 21, 2015, O n December 3, 2019, we issued $750 million aggregate principal amountredeemed all of our 6.875% senior notes due May 2023 (the "6.875%" 6.875% Notes"). The 6.875% Notes require semi-annual interest payments on May 15 and November 15 of each year, commencing on November 15, 2015. The 6.875% Notes will mature on May 15, 2023 and are fully and unconditionally guaranteed, on at a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. We may redeem all or a portion of the 6.875% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156% in 2018 to 100% in 2021 and thereafter,price o f 103.438% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes . The Company used borrowings under its revolving credit facility to pay the redemption premium accrued and Additional Interest.unpaid interest, fees, expenses and commissions related to this redemption. Senior Notes Restrictive Covenants Each of the Senior Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the respective notes to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the respective indenture), we will be required, unless certain conditions are met, to offer to repurchase the Senior Notes at a price equal to  101% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Additional Interest (as defined in the respective indenture), if any, to, but not including, the date of purchase. If we sell assets, or experience an event of loss, we will be required under certain circumstances to offer to purchase the Senior Notes. Other Notes On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Concurrently with the acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd SubTCIV, LLC, ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("Belterra Park Purchase Agreement), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement ("Belterra Park Note"). The total Belterra Park Note payable to Gold Merger Sub is $57.7 million. The Belterra Park Note provides for interest at a per annum for any monthly period equal to (a) the sum of (i) the building base rent, as defined in the master lease agreement, payable for such period annualized, plus (ii) the land base rent, as defined in the master lease agreement, payable for such period annualized, plus (iii) the percentage rent, as defined in the master lease agreement, payable for such period annualized divided by (b) the outstanding principal balance of this Belterra Park Note, divided by (c) the number twelve. The interest rate as of December 31, 2019 and 2018, iswas 11.20% and 11.11%., respectively. Interest payments are due monthly with a balloon payment for the outstanding principal due at the maturity date. The maturity date is the earlier to occur of (a) the expiration of the master lease term andor (b) the termination of the master lease agreement. Covenant Compliance As of December 31, 2018,2019, we believe that we were in compliance with the financial and other covenants contained in our debt instruments. Scheduled Maturities of Long-Term Debt The scheduled maturities of long-term debt, as discussed above, are as follows: (In millions)   Total   Year Ending December 31,         2020   $ 27.0   2021     509.5   2022     12.7   2023     757.1   2024     —   Thereafter     2,507.7   Total outstanding principal of long-term debt   $ 3,814.0   43 Table of Contents (In millions) Total For the year ending December 31,   2019 $ 24.2 2020 24.3 2021 609.0 2022 12.7 2023 1,852.1 Thereafter 1,507.7 Total outstanding principal of long-term debt $ 4,030.0 Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are: Declaration date   Record date   Payment date   Amount per share May 2, 2017   June 15, 2017   July 15, 2017   $0.05 September 6, 2017 September 18, 2017 October 15, 2017 0.05 December 7, 2017 December 28, 2017 January 15, 2018 0.05 March 2, 2018 March 16, 2018 April 15, 2018 0.05 June 8, 2018 June 29, 2018 July 15, 2018 0.06 September 14, 2018 September 28, 2018 October 15, 2018 0.06 December 7, 2018 December 28, 2018 January 15, 2019 0.06 March 4, 2019 March 15, 2019 April 15, 2019 0.06 June 7, 2019 June 17, 2019 July 15, 2019 0.07 September 6, 201717, 2019   September 18, 201727, 2019   October 15, 20172019   0.050.07 December 7, 201717, 2019   December 28, 201727, 2019   January 15, 20182020   0.050.07 March 2, 2018 March 16, 2018 April 15, 2018 0.05 June 8, 2018 June 29, 2018 July 15, 2018 0.06 September 14, 2018 September 28, 2018 October 15, 2018 0.06 December 7, 2018 December 28, 2018 January 15, 2019 0.06 Share Repurchase Program Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our bank credit facility. Purchases under our stock repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the total amount of common stock available to be repurchased to $100 million. The Board reaffirmed this program in May 2017 (the "2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018 Plan"). We are not obligated to purchase any shares under our stock repurchase program. There were 1.1 million shares, 1.9 million shares and 1.2 million shares repurchased during the years ended December 31, 2019, 2018 and 2017, respectively. There were no share repurchases during the years ended December 31, 2016. AsWe are currently authorized to repurchase up to an additional $72.5 million in shares of December 31, 2018, $0.6 million remained available under the 2008 Plan and $100.0 million remainedour common stock under the 2018 Plan. share repurchase program. The 2008 share repurchase program has been depleted. We have in the past, and may in the future, acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine. Other Items Affecting Liquidity We anticipate the ability to fund our capital requirements using our free cash flow from operations and availability under our Credit Facility, to the extent availability exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity. Divestiture of Borgata The proceeds we received upon the sale of our equity interest in Borgata did not include our 50% share of any future property tax settlement benefits, from the time period during which we held a 50% ownership in MDDHC, later received by Borgata and to which Boyd Gaming retained the right to receive payment. During 2016, we recognized $9.1 million in income, which was included in discontinued operations for the year ended December 31, 2016, for the cash we received for our share of property tax benefits realized by Borgata subsequent to the closing of the sale. On February 15, 2017, Borgata announced that it had entered into a settlement agreement under which it would receive payments totaling $72 million to resolve the property tax issues. Borgata received full payment, and we received our share of the proceeds, in June 2017. For the year ended December 31, 2017, we recognized $36.2 million in income for the cash we received for our share of property tax benefits realized by Borgata after the closing of the sale. These payments, net of tax of $14.8 million for the year ended December 31, 2017, are included in discontinued operations in the consolidated financial statements. During the year ended December 31, 2018, we recognized $0.3 million in income, net of tax, for the cash received for our share of miscellaneous recoveries realized by Borgata during that period, which are included in discontinued operations in the consolidated financial statements. Commitments Capital Spending and Development We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements. 44 Table of Contents We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties to maintain our quality standards ranges from between $150$190 million and $170$210 million. We intend to fund such capital expenditures through our credit facility and operating cash flows. In addition to the capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. For example, we continue to work with the Wilton Rancheria Tribe (the "Tribe"), a federally-recognized Native American tribe located about 15 miles southeast of Sacramento, California, to develop and manage a gaming entertainment complex. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million. This cost willWe expect to be reimbursed to us upon the opening of the facility.for this cost when project financing is in place. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with the tribe allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with the Tribe. With the compact now in place, we are in the process of finalizing project budget, design and construction planning. The project will be constructed using third-party financing. Once commenced and project financing put in place, the construction timeline is expected to span 18 to 24 months. CONTRACTUAL OBLIGATIONS The following summarizes our undiscounted contractual obligations as of December 31, 2018:   Year Ending December 31, (In millions) Total   2019   2020   2021   2022   2023    Thereafter CONTRACTUAL OBLIGATIONS:                           Long-Term Debt                           Bank credit facility $ 1,771.3   $ 23.9   $ 23.9   $ 608.8   $ 12.6   $ 1,102.1   $ — 6.375% senior notes due 2026 750.0   —   —   —   —   —   750.0 6.875% senior notes due 2023 750.0   —   —   —   —   750.0   — 6.000% senior notes due 2026 700.0   —   —   —   —   —   700.0 Other 58.7   0.3   0.4   0.2   0.1   —   57.7 Total long-term debt 4,030.0   24.2   24.3   609.0   12.7   1,852.1   1,507.7                                                         Interest on Fixed Rate Debt 941.7   147.8   147.8   147.8   147.8   113.5   237.0                             Interest on Variable Rate Debt (1) 323.3   81.5   80.4   71.2   51.8   38.4   —                             Operating Leases 1,180.0   127.9   124.9   121.5   114.3   113.6   577.8                             Purchase Obligations (2) 55.9   15.5   9.8   8.0   4.2   4.1   14.3                             TOTAL CONTRACTUAL OBLIGATIONS $ 6,530.9 $ 396.9 $ 387.2 $ 957.5 $ 330.8 $ 2,121.7 $ 2,336.8 2019:     Year Ending December 31,   (In millions)   Total     2020     2021     2022     2023     2024     Thereafter   CONTRACTUAL OBLIGATIONS                                                         Long-Term Debt                                                         Bank credit facility   $ 1,305.7     $ 26.7     $ 509.3     $ 12.6     $ 757.1     $ —     $ —   6.375% senior notes due 2026     750.0       —       —       —       —       —       750.0   6.000% senior notes due 2026     700.0       —       —       —       —       —       700.0   4.750% senior notes due 2027     1,000.0       —       —       —       —       —       1,000.0   Other     58.3       0.3       0.2       0.1       —       —       57.7   Total long-term debt     3,814.0       27.0       509.5       12.7       757.1       —       2,507.7                                                             Interest on Fixed Rate Debt     998.0       143.8       143.7       143.7       143.7       143.7       279.4                                                             Interest on Variable Rate Debt (1)     142.3       48.6       42.4       29.5       21.8       —       —                                                             Operating Leases     1,087.5       130.4       125.6       117.9       116.9       114.6       482.1                                                             Purchase Obligations (2)     59.0       19.1       13.3       8.3       3.9       3.4       11.0                                                             TOTAL CONTRACTUAL OBLIGATIONS   $ 6,100.8     $ 368.9     $ 834.5     $ 312.1     $ 1,043.4     $ 261.7     $ 3,280.2   (1) (1) Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2018.2019. Estimated interest payments for variable-rate debt are based on rates at December 31, 2018.2019. (2) Purchase obligations include various contracted amounts, including construction contracts and information technology, advertising, maintenance and other service agreements. (2) Purchase obligations include various contracted amounts, including construction contacts and information technology, advertising, maintenance and other service agreements. Other Opportunities We regularly investigate and pursue additional expansion opportunities in markets where casino gaming is currently permitted. We also pursue expansion opportunities in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming. Such expansions will be affected and determined by several key factors, which may include the following: • the outcome of gaming license selection processes; • the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted; • identification of additional suitable investment opportunities in current gaming jurisdictions; and • availability of acceptable financing. 45 Table of gaming license selection processes;Contents the approval of gaming in jurisdictions where we have been active but where casino gaming is not currently permitted; identification of additional suitable investment opportunities in current gaming jurisdictions; and availability of acceptable financing. Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which investments and costs we may fund through cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that any expansion opportunity will result in a completed transaction. Off Balance Sheet Arrangements Our off balance sheet arrangements consist of the following: Indemnification We have entered into certain agreements that contain indemnification provisions, as well as indemnification agreements involving certain of our executive officers and directors. These agreements provide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances, which may include liability or related loss under the Securities Act and the Exchange Act. In addition, our Restated Articles of Incorporation and Restated Bylaws contain provisions that provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law. Outstanding Letters of Credit At December 31, 2018,2019, we had outstanding letters of credit totaling $12.7$12.6 million. Other Arrangements We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions. CRITICAL ACCOUNTING POLICIES Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. In accordance with GAAP, we are required to make estimates and assumptions that affect the reported amounts included in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, management reviews and refines those estimates, the following of which materially impact our consolidated financial statements: the recoverability of long-lived assets; application of acquisition method of accounting; valuation of indefinite-lived intangible assets and goodwill; determination of self-insured reserves; and provisions for deferred tax assets, certain tax liabilities and uncertain tax positions. Judgments are based on information including, but not limited to, historical experience, industry trends, conventional practices, expert opinions, terms of existing agreements and information from outside sources. Judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from these estimates. We believe the following critical accounting policies require a higher degree of judgment and complexity, the sensitivity of which could result in a material impact on our consolidated financial statements. Recoverability of Long-Lived Assets Our long-lived assets were carried at $2.7 billion at December 31, 2018,2019, or 47.2%40.2% of our consolidated total assets. We evaluate the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If triggering events are identified, we then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The following are examples of such events or changes in circumstances: i. a significant decrease in the market price of a long-lived asset; ii. ii. a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; iii. iii. a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; 46 Table of Contents iv. an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; v. v. a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and/or vi. vi. a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. We reconsider changes in circumstances on a frequent basis, and if a triggering event related to potential impairment has occurred, we solicit third party valuation expertise to assist in the valuation of our investment. There are three generally accepted approaches available in developing an opinion of value: the cost, sales comparison and income approaches. We generally consider each of these approaches in developing a recommendation of the fair value of the asset; however, the reliability of each approach is dependent upon the availability and comparability of the market data uncovered, as well as, the decision-making criteria used by market participants when evaluating a property. We will bifurcate our investment and apply the most indicative approach to overall fair valuation, or in some cases, a weighted analysis of any or all of these methods. Developing an opinion of land value is typically accomplished using a sales comparison approach by analyzing recent sales transactions of similar sites. Potential comparables are researched and the pertinent facts are confirmed with parties involved in the transaction. This process fosters a general understanding of the potential comparable sales and facilitates the selection of the most relevant comparables by the appraiser. Valuation is typically accomplished using a unit of comparison such as price per square foot of land or potential building area. Adjustments are applied to the unit of comparison from an analysis of comparable sales, and the adjusted unit of comparison is then used to derive a value for the property. The cost approach is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost. The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation date. To arrive at an estimate of the fair value using the cost approach, the replacement cost new is determined and reduced for depreciation of the asset. Replacement cost new is defined as the current cost of producing or constructing a similar new item having the nearest equivalent utility as the property being valued. The income approach focuses on the income-producing capability of the asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected before-tax cash flows attributable to the asset over its life and converting these before-tax cash flows to present value through capitalization or discounting. The process uses a rate of return that accounts for both the time value of money and risk factors. There are two common methods for converting net income into value, those methods are the direct capitalization and discounted cash flow methods ("DCF"). Direct capitalization is a method used to convert an estimate of a single year's income expectancy into an indication of value in one direct step by dividing the income estimate by an appropriate capitalization rate. Under the DCF method, anticipated future cash flows and a reversionary value are discounted to an opinion of net present value at a specific internal rate of return or a yield rate, because net operating income of the subject property is not fully stabilized. Application of Acquisition Method of Accounting We follow the guidance of ASC 805 to account for our acquisitions. We completed three acquisitions in 2018, as described in Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8, for an aggregate net purchase price of approximately $934.1$940.4 million. For purposes of these consolidated financial statements, for each of the acquisitions we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates oftheir fair valuevalues as determined by us with the assistance from third-party specialists. The excess of the purchase price over the preliminary estimatedthose fair value of the assets acquired and liabilities assumed has beenvalues was recorded as goodwill. We will recognize the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the acquisition. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, we have not completed our valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations for each of the acquisitions is expected to be completed during first quarter 2019. The assets and liabilities of each of the acquisitions are included in our consolidated balance sheet as of December 31, 2019 and 2018, and the results of their operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the respective dates of acquisition through December 31, 2018.2019. 47 Table of Contents Valuation of Indefinite-Lived Intangible Assets Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and a limitation on the number of licenses available for issuance with these certain jurisdictions. Gaming license rights are tested for impairment using a discounted cash flow approach. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. These projections are modeled for a five-year period. Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities;total revenues; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. The projections underlying this discounted cash flow model were forecasted for fifteen years. Applying the selected pretax royalty rates to the applicable revenue base in each period yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive at net, after-tax cash flows. The net, after-tax flows were then discounted to present value utilizing an appropriate discount rate. The present value of the after-tax cash flows was then added to the present value of the amortization tax benefit (considering the 15-year amortization of intangible assets pursuant to recent tax legislation) to arrive at the recommended fair values for the trademarks and trade names. Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment test and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in the valuation of indefinite-lived intangible assets that are deemed to have a greater likelihood of impairment. Our annual impairment tests, performed as of October 1, 2018,2019, did not result in any impairment charges. We evaluate whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. This evaluation required significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this evaluation, we concluded that there had not been any triggering events or changes in circumstances that indicated an impairment condition existed as of December 31, 2018.2019. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future. Valuation of Goodwill The authoritative guidance related to goodwill impairment requires goodwill to be tested for impairment at the reporting unit level at least annually. The guidance permits an entity to make a qualitative assessment, referred to as “Step Zero,” of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of the reporting unit's carrying value over the fair value, with a limit of the goodwill allocated to that reporting unit. As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in valuations of goodwill for those reporting units that are deemed to have a greater likelihood of impairment. We perform the test annually as of October 1 using a weighting of two different approaches to determine fair value: (i) the income approach; and (ii) the market approach. The income approach is based on a discounted cash flow method, which focuses on the expected cash flow of the subject company. In applying this approach, the cash flow available for distribution is calculated for a finite period of years. Cash flow available for distribution is defined, for purposes of this analysis, as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the subject company. The cash flow available for distribution and the terminal value (the value of the subject company at the end of the estimation period) are then discounted to present value to derive an indication of value of the business enterprise. 48 Table of Contents In the valuation of an asset, the income approach focuses on the income-producing capability of the subject asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the asset over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the asset is totaled to arrive at an indication of the fair value of the asset. The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of an asset, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data are collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject asset. The two methodologies were weighted 60.0% toward the income approach and 40.0% toward the market approach, to arrive at an overall fair value. At October 1, 2018,2019, the fair value of our reporting units substantially exceeded their carrying value. At December 31, 2018,2019, we evaluated whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. This evaluation required significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this evaluation, we concluded that there had not been a triggering event or change in circumstances that indicated an impairment condition existed at December 31, 2018. 2019. Although we satisfied the impairment analysis requirements for each reporting unit tested, changes to certain underlying assumptions and variables, many of which are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fair valuation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under the market approach, in the future. Additionally, several of the assumptions underlying the discounted cash flow method under the income approach could pose a high degree of sensitivity to the resulting fair value. These factors include, but are not limited to, the following: total revenue, operating expenses, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net working capital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our undiscounted cash flows or terminal value or both to adversely and materially change could result in the failure of the impairment test, and a resulting impairment of our goodwill in an amount up to its book value of $1,062.1$1,083.3 million. The Company has determined that each of its properties is a reporting unit for goodwill impairment testing, since discrete financial information is available at the property level. Accounting for Leases The determination of lease liabilities requires us to estimate the present value of our future lease commitments over their reasonably assured remaining lease term using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to our future lease payments in a similar economic environment. The determination of the interest rate could materially impact our lease liabilities. We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal is reasonably assured. Generally, “reasonably assured” relates to our contractual right to renew and the existence of an economic penalty that would preclude the abandonment of the lease at the end of the initial non-cancelable lease term. The determination of the expected term could also materially impact our lease liabilities.  The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonably assured. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the lease right-of-use asset and related long-lived assets. Determination of Self-Insured Reserves We are fully self-insured for general liability costs and self-insured for workers' compensation costs up to a stop loss limit of $0.5 million. Self-insurance reserves include accruals of estimated settlements for known claims, ("Case Reserves") as well as accruals of estimates for claims incurred but not yet reported ("IBNR"). Case reserves represent estimated liability for unpaid loss, based on a claims administrator's estimates of future payments on individual reported claims, including Loss Adjustment Expenses ("LAE"). Generally, LAE includes claims settlement costs directly assigned to specific claims, such as legal fees. We estimate case and LAE reserves on a combined basis, but do not include claim administration costs in our estimated ultimate loss reserves. IBNR reserves include the provision for unreported claims, changes in case reserves, and future payments on reopened claims. We have relied upon an industry-based method to establish our self-insurance reserves, which projects the ultimate losses estimated by multiplying the exposures by a selected ultimate loss rate. The selected ultimate loss rates were determined based on a review of ultimate loss rates for prior years, adjusted for loss and exposure trend, and benefit level changes. We believe this method best provides an appropriate result, given the maturing experience and relative stabilization of our claims history. In previous years, and in certain instances, loss rates were based on industry Loss Development Factors ("LDFs"). Industry LDFs are from various national sources for workers compensation and general liability claims, and we utilize the most recent information available, although there is some lag time between compilation and publishing of such reports, during which unfavorable trends or data could emerge, which would not be reflected in our reserves. 49 Table of Contents For workers' compensation, using payroll by state as weights, we calculate a weighted average industry LDF; for general liability claims, we use revenues as weights, and apply to a weighted average Industry LDF to yield an initial expectation of the ultimate loss amount. The paid LDFs are used to determine the percentage of the expected ultimate loss that is expected to be unpaid as of the reserving date. This future unpaid percentage is multiplied by the expected ultimate losses to derive the expected future paid losses. As a loss year matures, the expected future paid losses are replaced by actual paid losses. In the computation of workers' compensation claims, we exclude any claim which has reached our stop loss limitation; and therefore, we do not include any allowance for expected recoverable from excess or reinsurance. We are, however, contingently liable in the event such reinsurer cannot meet its obligations. Although we place this risk with insurers rated better than A with AM Best, a national insurance company rating agency, there can be no assurance that such reinsurer will be able to meet their obligations in the future. At December 31, 2018,2019, unpaid case reserves on claims in excess of $0.5 million, which we have subrogated to the reinsurer, totaled less than $6.2$6.7 million. In estimating our reserves for unpaid losses, it is also necessary to project future loss payments. Actual future losses will not develop exactly as projected and may, in fact, vary significantly from the projections. Further, the projections make no provision for future emergence of new classes of losses or types of losses not sufficiently represented in our historical database or that are not yet quantifiable. Additionally, our results are estimates based on long term averages. Actual loss experience in any given year may differ from what is suggested by these averages. The sensitivity of key variables and assumptions in the analysis was considered. Key variables and assumptions include (but are not limited to) loss development factors, trend factors and the expected loss rates/ratios used. It is possible that reasonable alternative selections would produce materially different reserve estimates. Management believes the estimates of future liability are reasonable based upon this methodology; however, changes in key variables and assumptions used above, or generally in health care costs, accident frequency and severity could materially affect the estimate for these reserves. Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with the usability of operating loss and tax credit carryforwards before expiration, and tax planning alternatives. The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. We have established contingency reserves for material, known tax exposures. Our tax reserves reflect management's judgment as to the resolution of the issues involved if subject to judicial review. While we believe our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a taxing authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves, our income tax expense would include: (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances (i.e., new information) surrounding a tax issue; and (ii) any difference from our tax position as recorded in the financial statements and the final resolution of a tax issue during the period. Our balance for uncertain tax benefits as of  December 31, 20182019 was $2.5 million. While we believe that our reserves are adequate to cover reasonably expected tax risks, in the event that the ultimate resolution of our uncertain tax positions differ from our estimates, we may be exposed to material increases in income tax expense, which could materially impact our financial position, results of operations and cash flows. 50 Table of Contents Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the consolidated financial statements. ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term U.S. treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term LIBOR rates, and short-term Eurodollar rates, and their potential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our bank credit facility. We do not currently utilize derivative financial instruments for trading or speculative purposes. Table of Debt Maturities and Interest Rates The following table provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations. For our debt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The weighted-average variable rates are based upon prevailing interest rates. The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:   Scheduled Maturity Date   Year Ending December 31, (In millions, except percentages) 2019   2020   2021   2022   2023   Thereafter   Total   Fair Value Long-term debt (including current portion):                               Fixed-rate $ 0.3   $ 0.4   $ 0.2   $ 0.1   $ 750.0   $ 1,507.7   $ 2,258.7   $ 2,198.0 Average interest rate 6.5 %   6.5 %   6.5 %   6.5 %   6.4 %   6.4 %   6.5 %     Variable-rate $ 23.9   $ 23.9   $ 608.8   $ 12.6   $ 1,102.1   $ —   $ 1,771.3   $ 1,720.7 Average interest rate 4.6 %   4.6 %   4.6 %   4.7 %   4.7 %   — %   4.6 %         Scheduled Maturity Date       Year Ending December 31,   (In millions)   2020     2021     2022     2023     2024     Thereafter     Total     Fair Value   Long-term debt (including current portion):                                                                 Fixed-rate   $ 0.3     $ 0.2     $ 0.1     $ —     $ —     $ 2,507.7     $ 2,508.3     $ 2,654.2   Average interest rate     5.7 %     5.7 %     5.7 %     5.7 %     5.7 %     5.3 %     5.7 %         Variable-rate   $ 26.7     $ 509.3     $ 12.6     $ 757.1     $ —     $ —     $ 1,305.7     $ 1,308.8   Average interest rate     3.8 %     3.8 %     3.9 %     3.9 %     — %     — %     3.8 %         As of December 31, 2018,2019, our long-term variable-rate borrowings represented approximately 44.0%34.2% of total long-term debt. Based on December 31, 20182019 debt levels, a 100-basis-point change in interest rate would cause our annual interest costs to change by approximately $17.7$13.1 million. The following table provides other information about our long-term debt:   December 31, 2018 (In millions) Outstanding Face Amount   Carrying Value   Estimated Fair Value Bank credit facility $ 1,771.3   $ 1,748.5   $ 1,720.7 6.875% senior notes due 2023 750.0   742.3   757.5 6.375% senior notes due 2026 750.0   740.4 �� 724.7 6.000% Senior Notes due 2026 700.0   689.4   657.1 Other 58.7   58.7   58.7 Total long-term debt $ 4,030.0   $ 3,979.3   $ 3,918.7     December 31, 2019       Outstanding                       Face     Carrying     Estimated   (In millions)   Amount     Value     Fair Value   Bank credit facility   $ 1,305.7     $ 1,290.7     $ 1,308.8   6.375% senior notes due 2026     750.0       741.7       806.3   6.000% senior notes due 2026     700.0       690.8       750.8   4.750% senior notes due 2027     1,000.0       984.4       1,038.8   Other     58.3       58.3       58.3   Total long-term debt   $ 3,814.0     $ 3,765.9     $ 3,963.0   The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2018.2019. See also "Liquidity and Capital Resources" above. 51 Table of Contents ITEM 8.    Financial Statements and Supplementary Data The following consolidated financial statements for the three years in the period ended December 31, 20182019 are filed as part of this Report: Page No. Page No. Report of Independent Registered Public Accounting Firm 52 53 Consolidated Balance Sheets at December 31, 20182019 and 20120187 53 55 Consolidated Statements of Operations for the years ended December 31, 2019, 2018 2017 and 20162017 54 56 Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 2017 and 20162017 55 57 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2019, 2018 2017 and 20162017 56 58 Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 2017 and 20162017 57 59 Notes to Consolidated Financial Statements 59 61 The accompanying audited consolidated financial statements of Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "we" or "us") have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). 52 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Boyd Gaming Corporation and Subsidiaries: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 20182019 and 2017,2018, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2018,2019, and the related notes (collectivelycollectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182019 and 2017,2018, and the results of its operations and theirits cash flows for each of the three years in the period ended December 31, 2018,2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control - Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2019February 27, 2020, expressed an adverseunqualified opinion on the Company’s internal control over financial reporting because of a material weakness. reporting. Change in Accounting Principles Principle As discussed in Note 1 to the financial statements, effective January 1, 2019, the Company has changed its method of accounting for revenue and cash flow presentation in all periods presented due toadopted FASB ASU 2016-02, Leases, using the adoption of ASU 2014-09, Revenue from Contracts with Customers, and related amendments, and ASU 2016-18, Statement of Cash Flows: Restricted Cash, respectively. modified retrospective approach. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill and Indefinite-Lived Intangibles—Refer to Notes 1, 4 and 5 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. Similarly, its gaming license rights and trademarks are also required to be tested for impairment by comparing the fair value of each license or trademark to its carrying value. As of December 31, 2019, the carrying value of goodwill is $1,083.3 million, gaming license rights is $1,162.8 million, and trademarks is $202.4 million. The determination of these fair values requires management to make significant estimates and assumptions related to various items, such as selection of reasonably similar (“guideline”) companies and valuation multiples derived from the operating data of the selected companies used to estimate the fair value of a reporting unit (goodwill), as well as projections of future total revenues (goodwill and trademarks), gaming revenues (gaming license rights) and discount rates (goodwill, gaming license rights, and trademarks) to estimate the net present value of future revenues. Changes in these assumptions could have a significant impact on the concluded fair value. For certain of the Company’s reporting units, gaming license rights, and trademarks, a significant change in fair value could cause a significant impairment. Auditing these fair values involved a high degree of subjectivity as it relates to evaluating whether management’s estimates and assumptions used to derive the fair value were reasonable. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s judgments regarding selection of guideline companies and valuation multiples, as well as projections of future revenues, and selection of the discount rate included the following: •  We tested the effectiveness of management’s controls related to selection of guideline companies and valuation multiples, as well as projected revenues (total and gaming revenues), and the selection of discount rates.  •  We evaluated management’s ability to accurately project future revenues by comparing actual revenue results to management’s historical projections. •  We evaluated the reasonableness of management’s projections of future revenues by:     –   Comparing management’s projections with:     –  Historical revenues     –  Internal communications to management and the Board of Directors     –  Projected information included in Company press releases, as well as analyst and industry reports of the Company and selected companies in its peer group      –  Considering the impact of changes in the regulatory environment on management’s projections     –  Assessing the reasonableness of the projected revenue mix based on the historical total revenue mix and the Company’s strategic plans     –  Considering actual results for the period from October 1 to December 31, 2019 as compared to management’s projection for that same period, as well as any changes in management’s projection that may have occurred subsequent to October 1, 2019.  •  With the assistance of our fair value specialists, we evaluated the selection of guideline companies and valuation multiples, as well as reasonableness of the discount rate by:     –  Testing the source information underlying the determination of the valuation multiples and discount rate including the mathematical accuracy of these calculations     –  Assessing the comparability of the guideline companies using the industry classification system     –  Assessing the selection of valuation multiples through comparison of historical and projected growth and profitability     –  Independently estimating the weighted average cost of capital (a component of the discount rate)     –  Assessing the basis and rationale for each discount rate input     –  Developing a range of independent estimates and comparing those to the discount rate selected by management. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada March 1, 2019 February 27, 2020 We have served as the Company’s auditor since 1981. 54 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS     December 31,   (In thousands, except share data)   2019     2018   ASSETS                 Current assets                 Cash and cash equivalents   $ 249,977     $ 249,417   Restricted cash     20,471       23,785   Accounts receivable, net     54,864       54,667   Inventories     22,101       20,590   Prepaid expenses and other current assets     46,481       45,815   Income taxes receivable     5,600       5,477   Total current assets     399,494       399,751   Property and equipment, net     2,672,553       2,716,064   Operating lease right-of-use assets     936,170       —   Other assets, net     91,750       106,277   Intangible assets, net     1,466,891       1,466,670   Goodwill, net     1,083,287       1,062,102   Other long-term tax assets     —       5,475   Total assets   $ 6,650,145     $ 5,756,339   LIABILITIES AND STOCKHOLDERS' EQUITY                 Current liabilities                 Accounts payable   $ 91,003     $ 111,172   Current maturities of long-term debt     26,994       24,181   Accrued liabilities     438,896       334,175   Income tax payable     —       173   Total current liabilities     556,893       469,701   Long-term debt, net of current maturities and debt issuance costs     3,738,937       3,955,119   Operating lease liabilities, net of current portion     840,285       —   Deferred income taxes     162,695       121,262   Other long-term tax liabilities     3,840       3,636   Other liabilities     82,253       60,880   Commitments and contingencies (Notes 2, 7 and 9)             Stockholders' equity                 Preferred stock, $0.01 par value, 5,000,000 shares authorized     —       —   Common stock, $0.01 par value, 200,000,000 shares authorized; 111,542,108 and 111,757,105 shares outstanding     1,115       1,118   Additional paid-in capital     883,715       892,331   Retained earnings     380,942       253,357   Accumulated other comprehensive loss     (530 )     (1,065 ) Total stockholders' equity     1,265,242       1,145,741   Total liabilities and stockholders' equity   $ 6,650,145     $ 5,756,339     December 31, (In thousands, except share data) 2018   2017 ASSETS       Current assets       Cash and cash equivalents $ 249,417   $ 203,104 Restricted cash 23,785   24,175 Accounts receivable, net 54,667   40,322 Inventories 20,590   18,004 Prepaid expenses and other current assets 45,815   37,873 Income taxes receivable 5,477   5,185 Total current assets 399,751   328,663 Property and equipment, net 2,716,064   2,539,786 Other assets, net 106,277   81,128 Intangible assets, net 1,466,670   842,946 Goodwill, net 1,062,102   888,224 Other long-term tax assets 5,475   5,183 Total assets $ 5,756,339   $ 4,685,930 LIABILITIES AND STOCKHOLDERS’ EQUITY       Current liabilities       Accounts payable $ 111,172   $ 106,323 Current maturities of long-term debt 24,181   23,981 Accrued liabilities 334,175   255,146 Income tax payable 173   21 Total current liabilities 469,701   385,471 Long-term debt, net of current maturities and debt issuance costs 3,955,119   3,051,899 Deferred income taxes 121,262   86,657 Other long-term tax liabilities 3,636   3,447 Other liabilities 60,880   61,229 Commitments and contingencies (Note 9)   Stockholders’ equity       Preferred stock, $0.01 par value, 5,000,000 shares authorized —   — Common stock, $0.01 par value, 200,000,000 shares authorized; 111,757,105 and 112,634,418 shares outstanding 1,118   1,126 Additional paid-in capital 892,331   931,858 Retained earnings 253,357   164,425 Accumulated other comprehensive loss (1,065 )   (182 ) Total stockholders’ equity 1,145,741   1,097,227 Total liabilities and stockholders’ equity $ 5,756,339   $ 4,685,930 The accompanying notes are an integral part of these consolidated financial statements. 55 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS     Year Ended December 31,   (In thousands, except per share data)   2019     2018     2017   Revenues                         Gaming   $ 2,483,293     $ 1,925,424     $ 1,740,268   Food & beverage     447,853       367,888       346,379   Room     237,187       199,500       186,795   Other     157,786       133,918       127,377   Total revenues     3,326,119       2,626,730       2,400,819   Operating costs and expenses                         Gaming     1,116,448       845,486       759,612   Food & beverage     412,949       347,624       335,506   Room     110,680       90,915       85,188   Other     96,140       87,354       83,615   Selling, general and administrative     459,583       369,313       362,037   Master lease rent expense     97,723       20,682       —   Maintenance and utilities     154,673       127,027       109,462   Depreciation and amortization     276,569       229,979       217,522   Corporate expense     105,139       104,201       88,148   Project development, preopening and writedowns     21,728       45,698       14,454   Impairment of assets     —       993       (426 ) Other operating items, net     1,919       2,174       1,900   Total operating costs and expenses     2,853,551       2,271,446       2,057,018   Operating income     472,568       355,284       343,801   Other expense (income)                         Interest income     (1,858 )     (3,721 )     (1,818 ) Interest expense, net of amounts capitalized     237,465       204,188       173,108   Loss on early extinguishments and modifications of debt     34,949       61       1,582   Other, net     (114 )     (276 )     (184 ) Total other expense, net     270,442       200,252       172,688   Income before income taxes     202,126       155,032       171,113   Income tax provision     (44,490 )     (40,331 )     (3,115 ) Income from continuing operations, net of tax     157,636       114,701       167,998   Income from discontinued operations, net of tax     —       347       21,392   Net income   $ 157,636     $ 115,048     $ 189,390                             Basic net income per common share                         Continuing operations   $ 1.39     $ 1.01     $ 1.46   Discontinued operations     —       —       0.19   Basic net income per common share   $ 1.39     $ 1.01     $ 1.65   Weighted average basic shares outstanding     113,474       114,401       114,957                             Diluted net income per common share                         Continuing operations   $ 1.38     $ 1.00     $ 1.45   Discontinued operations     —       —       0.19   Diluted net income per common share   $ 1.38     $ 1.00     $ 1.64   Weighted average diluted shares outstanding     113,947       115,071       115,628     Year Ended December 31, (In thousands, except per share data) 2018   2017   2016 Revenues           Gaming $ 1,925,424   $ 1,740,268   $ 1,610,393 Food & beverage 367,888   346,379   302,705 Room 199,500   186,795   169,391 Other 133,918   127,377   116,770 Total revenues 2,626,730   2,400,819   2,199,259 Operating costs and expenses           Gaming 845,486   759,612   725,078 Food & beverage 347,624   335,506   300,766 Room 90,915   85,188   77,734 Other 87,354   83,615   83,407 Selling, general and administrative 369,313   362,037   322,259 Master lease rent expense 20,682   —   — Maintenance and utilities 127,027   109,462   100,020 Depreciation and amortization 229,979   217,522   196,226 Corporate expense 104,201   88,148   72,668 Project development, preopening and writedowns 45,698   14,454   22,107 Impairments of assets, net 993   (426 )   38,302 Other operating items, net 2,174   1,900   284 Total operating costs and expenses 2,271,446   2,057,018   1,938,851 Operating income 355,284   343,801   260,408 Other expense (income)           Interest income (3,721 )   (1,818 )   (2,961 ) Interest expense, net of amounts capitalized 204,188   173,108   212,692 Loss on early extinguishments and modifications of debt 61   1,582   42,364 Other, net (276 )   (184 )   545 Total other expense, net 200,252   172,688   252,640 Income from continuing operations before income taxes 155,032   171,113   7,768 Income tax (provision) benefit (40,331 )   (3,115 )   199,933 Income from continuing operations, net of tax 114,701   167,998   207,701 Income from discontinued operations, net of tax 347   21,392   212,530 Net income $ 115,048   $ 189,390   $ 420,231             Basic net income per common share     Continuing operations $ 1.01   $ 1.46   $ 1.81 Discontinued operations —   0.19   1.86 Basic net income per common share $ 1.01   $ 1.65   $ 3.67 Weighted average basic shares outstanding 114,401   114,957   114,507             Diluted net income per common share     Continuing operations $ 1.00   $ 1.45   $ 1.80 Discontinued operations —   0.19   1.85 Diluted net income per common share $ 1.00   $ 1.64   $ 3.65 Weighted average diluted shares outstanding 115,071   115,628   115,189 The accompanying notes are an integral part of these consolidated financial statements. 56 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME     Year Ended December 31,   (In thousands)   2019     2018     2017   Net income   $ 157,636     $ 115,048     $ 189,390   Other comprehensive income (loss), net of tax:                         Fair value adjustments to available-for-sale securities, net of tax     535       (1,195 )     433   Comprehensive income   $ 158,171     $ 113,853     $ 189,823     Year Ended December 31, (In thousands) 2018   2017   2016 Net income $ 115,048   $ 189,390   $ 420,231 Other comprehensive income (loss), net of tax:           Fair value of adjustments to available-for-sale securities (1,195 )   433   (299 ) Comprehensive income $ 113,853   $ 189,823   $ 419,932 The accompanying notes are an integral part of these consolidated financial statements. 57 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY                                     Accumulated                                                       Other                                       Additional             Comprehensive                       Common Stock     Paid-in     Retained     Income (Loss),     Noncontrolling           (In thousands, except share data)   Shares     Amount     Capital     Earnings     Net     Interest     Total   Balances, January 1, 2017     112,896,377     $ 1,129     $ 953,440     $ (23,824 )   $ (615 )   $ 50     $ 930,180   Cumulative effect of change in accounting principle, adoption of Update 2016-09     —       —       —       15,777       —       —       15,777   Net income     —       —       —       189,390       —       —       189,390   Comprehensive income, net of tax     —       —       —       —       433       —       433   Stock options exercised     241,964       2       2,082       —       —       —       2,084   Release of restricted stock units, net of tax     520,854       5       (8,009 )     —       —       —       (8,004 ) Release of performance stock units, net of tax     173,653       2       (1,793 )     —       —       —       (1,791 ) Shares repurchased and retired     (1,198,430 )     (12 )     (31,915 )     —       —       —       (31,927 ) Dividends declared ($0.15 per share)     —       —       —       (16,918 )     —       —       (16,918 ) Share-based compensation costs     —       —       17,413       —       —       —       17,413   Other     —       —       640       —       —       (50 )     590   Balances, December 31, 2017     112,634,418       1,126       931,858       164,425       (182 )     —       1,097,227   Cumulative effect of change in accounting principle, adoption of Update 2018-02     —       —       —       (312 )     312       —       —   Net income     —       —       —       115,048       —       —       115,048   Comprehensive loss, net of tax     —       —       —       —       (1,195 )     —       (1,195 ) Stock options exercised     338,426       3       3,539       —       —       —       3,542   Release of restricted stock units, net of tax     300,177       3       (3,619 )     —       —       —       (3,616 ) Release of performance stock units, net of tax     337,537       4       (5,274 )     —       —       —       (5,270 ) Shares repurchased and retired     (1,853,453 )     (18 )     (59,552 )     —       —       —       (59,570 ) Dividends declared ($0.23 per share)     —       —       —       (25,804 )     —       —       (25,804 ) Share-based compensation costs     —       —       25,379       —       —       —       25,379   Balances, December 31, 2018     111,757,105       1,118       892,331       253,357       (1,065 )     —       1,145,741   Net income     —       —       —       157,636       —       —       157,636   Comprehensive loss, net of tax     —       —       —       —       535       —       535   Stock options exercised     242,357       2       2,375       —       —       —       2,377   Release of restricted stock units, net of tax     358,361       4       (4,391 )     —       —       —       (4,387 ) Release of performance stock units, net of tax     270,960       3       (3,769 )     —       —       —       (3,766 ) Shares repurchased and retired     (1,086,675 )     (12 )     (28,033 )     —       —       —       (28,045 ) Dividends declared ($0.27 per share)     —       —       —       (30,051 )     —       —       (30,051 ) Share-based compensation costs     —       —       25,202       —       —       —       25,202   Balances, December 31, 2019     111,542,108     $ 1,115     $ 883,715     $ 380,942     $ (530 )   $ —     $ 1,265,242     Boyd Gaming Corporation Stockholders’ Equity                       Retained   Accumulated                   Additional   Earnings/   Other       Total   Common Stock   Paid-in   (Accumulated   Comprehensive   Noncontrolling   Stockholders' (In thousands, except share data) Shares   Amount   Capital   Deficit)   Income (Loss), Net   Interest   Equity Balances, January 1, 2016 111,614,420   1,117   945,041   (444,055 )   (316 )   50   $ 501,837 Net income —   —   —   420,231   —   —   420,231 Comprehensive loss attributable to Boyd —   —   —   —   (299 )   —   (299 ) Stock options exercised 452,898   4   2,936   —   —   —   2,940 Release of restricted stock units, net of tax 670,032   6   (3,374 )   —   —   —   (3,368 ) Release of performance stock units, net of tax 159,027   2   (869 )   —   —   —   (867 ) Tax effect from share-based compensation arrangements —   —   (5,812 )   —   —   —   (5,812 ) Share-based compensation costs —   —   15,518   —   —   —   15,518 Balances, December 31, 2016 112,896,377   1,129   953,440   (23,824 )   (615 )   50   930,180 Cumulative effect of change in accounting principle, adoption of Update 2016-09 —   —   —   15,777   —   —   15,777 Net income —   —   —   189,390   —   —   189,390 Comprehensive income attributable to Boyd —   —   —   —   433   —   433 Stock options exercised 241,964   2   2,082   —   —   —   2,084 Release of restricted stock units, net of tax 520,854   5   (8,009 )   —   —   —   (8,004 ) Release of performance stock units, net of tax 173,653   2   (1,793 )   —   —   —   (1,791 ) Dividends declared ($0.15 per share) —   —   —   (16,918 )   —   —   (16,918 ) Shares repurchased and retired (1,198,430 )   (12 )   (31,915 )   —   —   —   (31,927 ) Share-based compensation costs —   —   17,413   —   —   —   17,413 Other —   —   640   —   —   (50 )   590 Balances, December 31, 2017 112,634,418   1,126   931,858   164,425   (182 )   —   1,097,227 Cumulative effect of change in accounting principle, adoption of Update 2018-02 —   —   —   (312 )   312   —   — Net income —   —   —   115,048   —   —   115,048 Comprehensive income attributable to Boyd —   —   —   —   (1,195 )   —   (1,195 ) Stock options exercised 338,426   3   3,539   —   —   —   3,542 Release of restricted stock units, net of tax 300,177   3   (3,619 )   —   —   —   (3,616 ) Release of performance stock units, net of tax 337,537   4   (5,274 )   —   —   —   (5,270 ) Dividends declared ($0.23 per share) —   —   —   (25,804 )   —   —   (25,804 ) Shares repurchased and retired (1,853,453 )   (18 )   (59,552 )   —   —   —   (59,570 ) Share-based compensation costs —   —   25,379   —   —   —   25,379 Balances, December 31, 2018 111,757,105   1,118   892,331   253,357   (1,065 )   —   1,145,741 The accompanying notes are an integral part of these consolidated financial statements. 58 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS             Year Ended December 31,   (In thousands)   2019     2018     2017   Cash Flows from Operating Activities                         Net income   $ 157,636     $ 115,048     $ 189,390   Adjustments to reconcile net income to net cash provided by operating activities:                         Income from discontinued operations, net of tax     —       (347 )     (21,392 ) Depreciation and amortization     276,569       229,979       217,522   Amortization of debt financing costs and discounts on debt     9,227       9,158       9,845   Non-cash operating lease expense     31,524       —       —   Share-based compensation expense     25,202       25,379       17,413   Deferred income taxes     41,433       34,470       5,203   Non-cash impairment of assets     —       993       —   Gain on sale of assets     —       —       (1,027 ) Loss on early extinguishments and modifications of debt     34,949       61       1,582   Other operating activities     2,645       887       (2,033 ) Changes in operating assets and liabilities:                         Accounts receivable, net     (315 )     (772 )     (9,937 ) Inventories     (2,032 )     1,699       565   Prepaid expenses and other current assets     (1,423 )     4,224       4,957   Income taxes (receivable) payable, net     (296 )     (140 )     1,089   Other long-term tax assets, net     5,475       (292 )     (5,183 ) Other assets, net     (4,508 )     (4,094 )     2,318   Accounts payable and accrued liabilities     (1,052 )     18,494       13,216   Operating lease liabilities     (31,524 )     —       —   Other long-term tax liabilities     204       189       140   Other liabilities     5,278       (409 )     (1,117 ) Net cash provided by operating activities     548,992       434,527       422,551   Cash Flows from Investing Activities                         Capital expenditures     (207,637 )     (161,544 )     (190,464 ) Cash paid for acquisitions, net of cash received     (5,535 )     (934,073 )     (1,153 ) Advances pursuant to development agreement     —       —       (35,108 ) Other investing activities     (18,259 )     (39,710 )     706   Net cash used in investing activities     (231,431 )     (1,135,327 )     (226,019 ) 59 Table of Contents   Year Ended December 31, (In thousands) 2018   2017   2016 Cash Flows from Operating Activities           Net income $ 115,048   $ 189,390   $ 420,231 Adjustments to reconcile net income to net cash provided by operating activities:           Income from discontinued operations, net of tax (347 )   (21,392 )   (212,530 ) Depreciation and amortization 229,979   217,522   196,226 Amortization of debt financing costs and discounts on debt 9,158   9,845   14,870 Share-based compensation expense 25,379   17,413   15,518 Deferred income taxes 34,470   5,203   (201,498 ) Non-cash impairment of assets 993   —   38,302 Gain on sale of assets —   (1,027 )   (6,288 ) Loss on early extinguishments and modifications of debt 61   1,582   42,364 Other operating activities 887   (2,033 )   1,625 Changes in operating assets and liabilities:           Accounts receivable, net (772 )   (9,937 )   45 Inventories 1,699   565   884 Prepaid expenses and other current assets 4,224   4,957   1,691 Income taxes (receivable) payable, net (140 )   1,089   (1,064 ) Other long-term tax assets, net (292 )   (5,183 )   — Other assets, net (4,094 )   2,318   (626 ) Accounts payable and accrued liabilities 18,494   13,216   (11,605 ) Other long-term tax liabilities 189   140   222 Other liabilities (409 )   (1,117 )   1,972 Net cash provided by operating activities 434,527   422,551   300,339 Cash Flows from Investing Activities           Capital expenditures (161,544 )   (190,464 )   (160,358 ) Cash paid for acquisitions, net of cash received (934,073 )   (1,153 )   (592,703 ) Advances pursuant to development agreement —   (35,108 )   — Other investing activities (39,710 )   706   14,207 Net cash used in investing activities (1,135,327 )   (226,019 )   (738,854 ) BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)             Year Ended December 31,   (In thousands)   2019     2018     2017   Cash Flows from Financing Activities                         Borrowings under bank credit facility     1,666,329       1,114,600       958,000   Payments under bank credit facility     (2,132,024 )     (964,322 )     (1,119,485 ) Proceeds from issuance of senior notes     1,000,000       700,000       —   Retirement of senior notes     (750,000 )     —       —   Premium and consent fees     (25,785 )     —       —   Debt financing costs, net     (15,500 )     (14,215 )     (3,430 ) Share-based compensation activities, net     (5,776 )     (5,344 )     (7,711 ) Shares repurchased and retired     (28,045 )     (59,570 )     (31,927 ) Dividends paid     (28,949 )     (24,730 )     (11,286 ) Other financing activities     (565 )     (178 )     503   Net cash provided by (used in) financing activities     (320,315 )     746,241       (215,336 ) Cash Flows from Discontinued Operations                         Cash flows from operating activities     —       —       (514 ) Cash flows from investing activities     —       482       36,247   Cash flows from financing activities     —       —       —   Net cash provided by discontinued operations     —       482       35,733   Change in cash, cash equivalents and restricted cash     (2,754 )     45,923       16,929   Cash, cash equivalents and restricted cash, beginning of period     273,202       227,279       210,350   Cash, cash equivalents and restricted cash, end of period   $ 270,448     $ 273,202     $ 227,279   Supplemental Disclosure of Cash Flow Information                         Cash paid for interest, net of amounts capitalized   $ 231,734     $ 179,154     $ 174,090   Cash paid for income taxes     (2,120 )     5,657       5,189   Supplemental Schedule of Non-cash Investing and Financing Activities                         Payables incurred for capital expenditures   $ 1,897     $ 4,930     $ 9,297     Year Ended December 31, (In thousands) 2018   2017   2016             Cash Flows from Financing Activities           Borrowings under Boyd Gaming bank credit facility 1,114,600   958,000   2,039,175 Payments under Boyd Gaming bank credit facility (964,322 )   (1,119,485 )   (1,466,362 ) Borrowings under Peninsula bank credit facility —   —   237,000 Payments under Peninsula bank credit facility —   —   (899,750 ) Proceeds from issuance of senior notes 700,000   —   750,000 Debt financing costs, net (14,215 )   (3,430 )   (42,220 ) Retirements of senior notes —   —   (700,000 ) Premium and consent fees paid —   —   (15,750 ) Share-based compensation activities, net (5,344 )   (7,711 )   (1,295 ) Shares repurchased and retired (59,570 )   (31,927 )   — Dividends paid (24,730 )   (11,286 )   — Other financing activities (178 )   503   (45 ) Net cash used in financing activities 746,241   (215,336 )   (99,247 )             Cash Flows from Discontinued Operations           Cash flows from operating activities —   (514 )   (27,796 ) Cash flows from investing activities 482   36,247   598,057 Cash flows from financing activities —   —   — Net cash provided by discontinued operations 482   35,733   570,261 Change in cash, cash equivalents and restricted cash 45,923   16,929   32,499 Cash, cash equivalents and restricted cash, beginning of period 227,279   210,350   177,851 Cash, cash equivalents and restricted cash, end of period $ 273,202   $ 227,279   $ 210,350             Supplemental Disclosure of Cash Flow Information           Cash paid for interest, net of amounts capitalized $ 179,154   $ 174,090   $ 197,475 Cash paid for income taxes, net of refunds 5,657   5,189   33,723 Supplemental Schedule of Non-cash Investing and Financing Activities           Payables incurred for capital expenditures $ 4,930   $ 9,297   $ 9,334 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Boyd Gaming Corporation (and together with its subsidiaries, the "Company", the "Registrant", "Boyd Gaming", "Boyd", "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD". As of December 31, 2018,2019, we are a geographically diversified operator of 29 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. For financial reporting purposes, we aggregate our properties in order to present the following three reportable segments: Las Vegas Locals   Gold Coast Hotel and Casino Las Vegas, Nevada The Orleans Hotel and Casino Las Vegas, Nevada Sam's Town Hotel and Gambling Hall Las Vegas, Nevada Suncoast Hotel and Casino Las Vegas, Nevada Eastside Cannery Casino and Hotel Las Vegas, Nevada Aliante Casino + Hotel + Spa North Las Vegas, Nevada Cannery Casino Hotel North Las Vegas, Nevada Eldorado Casino Henderson, Nevada Jokers Wild Casino Henderson, Nevada Downtown Las Vegas   California Hotel and Casino Las Vegas, Nevada Fremont Hotel and Casino Las Vegas, Nevada Main Street Station Casino, Brewery and Hotel Las Vegas, Nevada Midwest & South   Par-A-Dice Hotel and Casino East Peoria, Illinois Belterra Casino Resort Florence, Indiana Blue Chip Casino, Hotel & Spa Michigan City, Indiana Diamond Jo Dubuque Dubuque, Iowa Diamond Jo Worth Northwood, Iowa Kansas Star Casino Mulvane, Kansas Amelia Belle Casino Amelia, Louisiana Delta Downs Racetrack Casino & Hotel Vinton, Louisiana Evangeline Downs Racetrack and Casino Opelousas, Louisiana Sam's Town Hotel and Casino Shreveport, Louisiana Treasure Chest Casino Kenner, Louisiana IP Casino Resort Spa Biloxi, Mississippi Sam's Town Hotel and Gambling Hall Tunica, Mississippi Ameristar Casino Hotel Kansas City Kansas City, Missouri Ameristar Casino ResortReport Spa St. Charles St. Charles, Missouri Belterra Park Cincinnati, Ohio Valley Forge Casino Resort King of Prussia, Pennsylvania 61 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Our Las Vegas Locals segment includes the results of Aliante Gaming, LLC ("Aliante"), The Cannery Hotel and Casino, LLC (“Cannery”) and Nevada Palace, LLC (“Eastside Cannery”) from the date of their respective acquisitions (see Note 2, Acquisitions and Divestitures). Our Midwest & South segment includes the results of Valley Forge Convention Center, L.P. ("Valley Forge"), which was acquired in September 2018, Ameristar Casino Kansas City, LLC ("Ameristar Kansas City"), Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), Belterra Resort Indiana LLC ("Belterra Resort") and, PNK (Ohio), LLC ("Belterra Park"). In addition, results for, which were acquired in October 2018, and Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator Lattner Entertainment Group Illinois, LLC ("Lattner") are includedwhich was acquired in our Midwest & South segment June 2018, from the date of their respective acquisitions (see Note 2,Acquisitions and Divestitures). In addition to these properties, we own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for our travel agency and our captive insurance company are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii. As a result of the sale of our equity interest in Borgata (see Note 2, Acquisitions and Divestitures), we no longer report our interest in Borgata as a Reportable Segment. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. See Note 2, Acquisitions and Divestitures, for discussion of our acquisitions of Aliante, Cannery and Eastside Cannery, which were completed during the year ended December 31, 2016. We have not disclosed the pro forma impact of these acquisitions to our results of operations, as the pro forma impact was deemed immaterial. The acquisition of Lattner was completed in June 2018, the acquisition of Valley Forge was completed in September 2018 and the acquisitions of Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park were completed in October 2018. The pro forma impact of these acquisitions to our results of operations has been disclosed. Investments in unconsolidated affiliates, which are 50% or less owned and do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued Operations On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts International ("MGM") pursuant to an Equitythe Purchase Agreement (the "Purchase Agreement") entered into on May 31, 2016, as amended on July 19, 2016 by and among Boyd, Boyd Atlantic City, Inc., a wholly owned subsidiary of Boyd, and MGM. (See Note 2,Acquisitions and Divestitures.) We accounted for our investment in Borgata by applying the equity method and reported its results as discontinued operations for all periods presented in these consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand. Restricted Cash Restricted cash consists primarily of advance payments related to: (i) future bookings with our Hawaiian travel agency; and (ii) amounts restricted by regulation for gaming and racing purposes. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities. 62 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.   December 31,   December 31,   December 31,   December 31, (In thousands) 2018   2017   2016   2015 Cash and cash equivalents $ 249,417   $ 203,104   $ 193,862   $ 158,821 Restricted cash 23,785   24,175   16,488   19,030 Total cash, cash equivalents and restricted cash $ 273,202   $ 227,279   $ 210,350   $ 177,851     December 31,     December 31,     December 31,     December 31,   (In thousands)   2019     2018     2017     2016   Cash and cash equivalents   $ 249,977     $ 249,417     $ 203,104     $ 193,862   Restricted cash     20,471       23,785       24,175       16,488   Total cash, cash equivalents and restricted cash   $ 270,448     $ 273,202     $ 227,279     $ 210,350   Accounts Receivable, net Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value. The activity comprising our allowance for doubtful accounts is as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Beginning balance, January 1, $ 2,072   $ 1,971   $ 2,087 Additions due to Acquisitions 1,425   —   87 Additions 180   478   345 Deductions (70 )   (377 )   (548 ) Ending balance, December 31, $ 3,607   $ 2,072   $ 1,971     Year Ended December 31,   (In thousands)   2019     2018     2017   Beginning balance, January 1,   $ 3,607     $ 2,072     $ 1,971   Additions due to Acquisitions     —       1,425       —   Additions     929       180       478   Deductions     (62 )     (70 )     (377 ) Ending balance, December 31,   $ 4,474     $ 3,607     $ 2,072   Inventories Inventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method. Property and Equipment, net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease. The estimated useful lives of our major components of property and equipment are: Building and improvements 3 through 40 years Riverboats and barges 5 through 40 years Furniture and equipment 1 through 10 years Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. All resulting recognized impairment charges are recorded as Impairment of assets within operating expenses. 63 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Capitalized Interest Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was no interest capitalized for the years ended December 31, 2019, 2018and 2017. Interest capitalized during the year ended December 31, 2016 was $0.5 million. 2017. Investment in Available for Sale Securities We have an investment in $20.0$19.5 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 20182019 and 20172018 was $15.8$16.2 million and $17.8$15.8 million, respectively. At both December 31, 20182019 and 2017,2018, $0.6 million and $0.5 million is included in prepaid expenses and other current assets, respectively, and $15.3$15.6 million and $17.3$15.3 million, respectively, is included in other assets, net. Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows: (In thousands)   For the year ending December 31,   2019 $ 510 2020 550 2021 590 2022 635 2023 680 Thereafter 17,080 Total $ 20,045 (In thousands)         For the year ending December 31,         2020   $ 550   2021     590   2022     635   2023     680   2024     730   Thereafter     16,350   Total   $ 19,535   Intangible Assets Intangible assets include customer relationships, favorable lease rates,host agreements, development agreements, gaming license rights and trademarks. Amortizing Intangible Assets Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Favorable lease rates represent the amount by which acquired lease rental rates are favorable to market terms. These favorable lease values are amortized over the remaining lease term, primarily on leasehold land interests, originally ranging in duration from 41 to 52 years. Development agreements are contracts between two parties establishing an agreement for development of a product or service. These agreements are amortized over the respective cash flow period of the related agreement. Indefinite-Lived Intangible Assets Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and between annual test dates in certain circumstances. 64 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonably similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject reporting unit. Player Loyalty Point Program We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, and other free goods and services. We record points earned based on the value of a point that can be redeemed for a hotel room, food & beverage or other items. The player loyalty point program accrual is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, for food & beverage or for other amenities and is included in accrued liabilities on our consolidated balance sheets. Long-Term Debt, Net Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt. Income Taxes Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-notmore-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. Other Long-Term Tax Liabilities The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-steptwo-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet. Self-Insurance Reserves We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in other liabilities on our consolidated balance sheets. 65 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The activity comprising our self-insurance reserves is as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Beginning balance, January 1, $ 33,995   $ 31,022   $ 30,068 Additions           Charged to costs and expenses 90,299   84,209   79,685 Due to acquisitions 3,279   —   14 Payments made (90,072 )   (81,236 )   (78,745 ) Ending balance, December 31, $ 37,501   $ 33,995   $ 31,022     Year Ended December 31,   (In thousands)   2019     2018     2017   Beginning balance, January 1,   $ 37,501     $ 33,995     $ 31,022   Additions                         Charged to costs and expenses     121,075       90,299       84,209   Due to acquisitions     —       3,279       —   Payments made     (114,972 )     (90,072 )     (81,236 ) Ending balance, December 31,   $ 43,604     $ 37,501     $ 33,995   Accumulated Other Comprehensive Income (Loss) Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated other comprehensive income (loss) at December 31, 2018,2019, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value. Noncontrolling Interest Noncontrolling interest represented the ownership interest in one of our subsidiaries that was held by a third party. During 2017, the joint venture in which we held an 80% interest was dissolved, thus eliminating ourthe noncontrolling interest. Leases Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use ("ROU") assets and finance lease assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease and non-lease components are accounted for separately. Operating leases are included in operating lease right-of-use assets, accrued liabilities and operating lease liabilities on our consolidated balance sheets. Revenue Recognition The Company’s revenue contracts with customers consist of gaming wagers, hotel room sales, food & beverage offerings and other amenity transactions. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions. Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6,Accrued Liabilities, for the balance outstanding related to player loyalty programs. 66 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The Company collects advanced deposits from hotel customers for future reservations representing obligations of the Company until the hotel room stay is provided to the customer. See Note 6,Accrued Liabilities, for the balance outstanding related to advance deposits. The Company's outstanding chip liability represents the amounts owned in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 6,Accrued Liabilities, for the balance outstanding related to the chip liability. The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as a reduction of departmental revenues. Gaming revenues are net of incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food & beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food & beverage, and to a lesser extent for other goods or services, depending upon the property. The estimated retail value related to goods and services provided to customers without charge or upon redemption of points under our player loyalty programs, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Food & beverage $ 182,960   $ 171,904   $ 147,494 Rooms 81,671   76,565   75,647 Other 11,939   10,900   11,076     Year Ended December 31,   (In thousands)   2019     2018     2017   Food & beverage   $ 215,989     $ 182,960     $ 171,904   Rooms     96,296       81,671       76,565   Other     14,908       11,939       10,900   Gaming Taxes We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded as a gaming expense in the consolidated statements of operations. These taxes totaled approximately $546.7 million, $367.5 million $324.5 million and $321.7$324.5 million for the years ended December 31, 2019, 2018and2017 and 2016,, respectively. Advertising Expense Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $44.7 million, $33.7 million $29.9 million and $32.3$29.9 million for the years ended December 31, 2019, 2018and2017 and 2016,, respectively. Corporate Expense Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations. Project Development, Preopening and Writedowns Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred and do not qualify as capital costs; and (iii) asset write-downs. Share-Based Compensation Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions. 67 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The Company did notissue any stock option grants in 2019, 2018and 2017. The following table discloses the weighted-average assumptions used in estimating the fair value of our significant stock option grants and awards in 2016:   Year Ended December 31, 2016 Expected stock price volatility 46.62 % Risk-free interest rate 1.39 % Expected option life (in years) 5.4 Estimated fair value per share $ 7.67 2017.  Net Income per Share Basic net income per share is computed by dividing net income applicable to Boyd Gaming Corporation stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options. Concentration of Credit Risk Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable. Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits that may at times exceed federally-insured limits. Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") 2018-07, Compensation ASU 2019- Stock Compensation04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("Update 2018-07"2019-04") and ASU 2019-05, Financial Instruments - Credit Losses ("Update 2019-05") In June 2018, April and May 2019, the Financial Accounting Standards Board ("FASB")FASB issued Update 2018-07 which expands Accounting Standards Codification2019-04 and Update 2019-05, respectively, to provide clarification and corrections to ASU 2016-13,Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASC"Update 2016-13") 718, to include share-based payment transactions for acquiring goods. Update 2019-04 and services from nonemployees. The standard isUpdate 2019-05, along with Update 2016-13, are effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2018, 2019, and early adoption is permitted. The Company adopted Update 2018-072019-04, Update 2019-05 and Update 2016-13 during 20182019 and the impact of the new standardstandards to its consolidated financial statements was not material. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 ASU 2018-05, Income Taxes2016-02, Leases ("Update 2018-05") In March 2018, the FASB issued Update 2018-05, which amends the guidance to SEC Staff Accounting Bulletin No. 118 ("SAB 118") by adding income tax accounting implications of the Tax Cuts and Jobs Act (the "Tax Act"). The SEC staff issued SAB 118 to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes ("ASC 740"). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. We recorded a complete adjustment as a result of the Tax Act as described above in fourth quarter 2017. No material changes were made to the consolidated financial statements in 2018 related to the Tax Act. ASU 2018-02, Income Statement 2016- Reporting Comprehensive Income ("Update 2018-02") In first quarter 2018, the Company adopted ASU 2018-02which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The effect of this change in accounting principle is to record an other comprehensive income tax effect of $0.3 million as a reduction in retained earnings on the consolidated statement of changes in stockholders' equity for the year ended December 31, 2018. Accounting Standards Update 2016-18, Statement of Cash Flows ("Update 2016-18") In November 2016, the FASB issued Update 2016-18, which amends ASC 230 to add or clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. Update 2016-18 requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted Update 2016-18 effective January 1, 2018 using the retrospective approach. We adjusted our consolidated statement of cash flows from amounts previously reported due to the adoption of Update 2016-18. The effects of adopting Update 2016-18 on our consolidated statement of cash flows for the years ended December 31, 2017 and 2016 were as follows:   Year Ended December 31, 2017 (In thousands) As Previously Reported   Adoption of Update 2016-18   As Adjusted Net cash provided by operating activities $ 414,864   $ 7,687   $ 422,551             Cash, cash equivalents and restricted cash, beginning of period $ 193,862   $ 16,488   $ 210,350 Net increase (decrease) in cash, cash equivalents and restricted cash 9,242   7,687   16,929 Cash, cash equivalents and restricted cash, end of period $ 203,104   $ 24,175   $ 227,279   Year Ended December 31, 2016 (In thousands) As Previously Reported   Adoption of Update 2016-18   As Adjusted Net cash provided by operating activities $ 302,881   $ (2,542 )   $ 300,339             Cash, cash equivalents and restricted cash, beginning of period $ 158,821   $ 19,030   $ 177,851 Net increase (decrease) in cash, cash equivalents and restricted cash 35,041   (2,542 )   32,499 Cash, cash equivalents and restricted cash, end of period $ 193,862   $ 16,488   $ 210,350 ASU 2016-15, Statement of Cash Flows ("Update 2016-15") In August 2016, the FASB issued Update 2016-15, which amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows. Update 2016-15 is intended to reduce the lack of consistent principles on certain classifications such as debt prepayment, debt extinguishment costs, distributions, insurance claims and beneficial interest in securitization transactions. The Company retrospectively adopted Update 2016-15 effective January 1, 2018. The Company determined that the impact of the new standard on its consolidated financial statements is not material. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 ASU 2016-09, Compensation - Stock Compensation ("Update 2016-09") In first quarter 2017, the Company adopted Update 2016-09, which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity. The cumulative effect of this change in accounting principle was to record the benefit of previously unrecognized excess tax deductions as an increase in retained earnings of $15.8 million on the consolidated statement of changes in stockholders' equity for the year ended December 31, 2017. ASU 2014-09,Revenue from Contracts with Customers ("Update 2014-09");ASU 2015-14,Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14" );ASU 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08"02"); ASU 2016-10, Revenue from Contracts with Customers 2018- Identifying Performance Obligations and Licensing ("Update 2016-10"); ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ("Update 2016-11"); and ASU 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); (collectively, the “Revenue Standard”) The Revenue Standard prescribes a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted the Revenue Standard by applying the full retrospective approach in first quarter 2018 and has adjusted the prior periods presented. The guidance changed the presentation of net revenues as the historical presentation reflected revenues gross for goods and services provided to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net revenues. Under the new guidance, revenues are allocated among our departmental classifications based on the relative standalone selling prices of the goods and services provided to the customer. Our reporting of amounts paid to operators of wide area progressive games has changed as a result of the adoption of the Revenue Standard. We previously reported these payments as contra-revenues. Under the Revenue Standard, these payments are reported as an operating expense. The accounting for our frequent player programs was also impacted, with changes to the timing and/or classification of certain transactions between revenues and operating expenses. The implementation of the Revenue Standard resulted in an increase to the player point liability due to the change in our accounting method for this liability from an estimated cost of redemption model to a deferred revenue model. As of the effective date of our adoption (January 1, 2015), the cumulative effect adjustment decreased beginning Retained earnings by $3.8 million (after tax), resulted in a deferred tax asset reduction of $2.4 million and increased Accrued liabilities by approximately $6.2 million on the consolidated balance sheet. The impact to the consolidated statement of cash flows for the year ended December 31, 2017 and 2016 was not material. The impact of this change in accounting for these programs is not expected to be material to any annual accounting period. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 The effects of the adoption of the Revenue Standard on our results for the year ended December 31, 2017 are as follows:   Year Ended December 31, 2017 (In thousands, except per share data) As Previously Reported   Adoption of Revenue Standard   As Adjusted Revenues           Gaming $ 1,972,422   $ (232,154 )   $ 1,740,268 Food & beverage 349,271   (2,892 )   346,379 Room 188,689   (1,894 )   186,795 Other 132,695   (5,318 )   127,377 Gross revenues 2,643,077   (242,258 )   2,400,819 Less promotional allowances 259,370   (259,370 )   — Net revenues 2,383,707   17,112   2,400,819 Operating costs and expenses           Gaming 923,266   (163,654 )   759,612 Food & beverage 194,524   140,982   335,506 Room 52,196   32,992   85,188 Other 77,129   6,486   83,615 Selling, general and administrative 362,037   —   362,037 Maintenance and utilities 109,462   —   109,462 Depreciation and amortization 217,522   —   217,522 Corporate expense 88,148   —   88,148 Project development, preopening and writedowns 14,454   —   14,454 Impairments of assets (426 )   —   (426 ) Other operating items, net 1,900   —   1,900 Total operating costs and expenses 2,040,212   16,806   2,057,018 Operating income 343,495   306   343,801 Other expense (income)           Interest income (1,818 )   —   (1,818 ) Interest expense, net of amounts capitalized 173,108   —   173,108 Loss on early extinguishments and modifications of debt 1,582   —   1,582 Other, net (184 )   —   (184 ) Total other expense, net 172,688   —   172,688 Income from continuing operations before income taxes 170,807   306   171,113 Income tax provision (3,006 )   (109 )   (3,115 ) Income from continuing operations, net of tax 167,801   197   167,998 Income from discontinued operations, net of tax 21,392   —   21,392 Net income $ 189,193   $ 197   $ 189,390             Basic net income per common share           Continuing operations $ 1.46   $ —   $ 1.46 Discontinued operations 0.19   —   0.19 Basic net income per common share $ 1.65   $ —   $ 1.65 Weighted average basic shares outstanding 114,957   —   114,957             Diluted net income per common share           Continuing operations $ 1.45   $ —   $ 1.45 Discontinued operations 0.19   —   0.19 Diluted net income per common share $ 1.64   $ —   $ 1.64 Weighted average diluted shares outstanding 115,628   —   115,628 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 The effects of the adoption of the Revenue Standard on our results for the year ended December 31, 2016 are as follows:   Year Ended December 31, 2016 (In thousands, except per share data) As Previously Reported   Adoption of Revenue Standard   As Adjusted Revenues           Gaming $ 1,820,176   $ (209,783 )   $ 1,610,393 Food & beverage 306,145   (3,440 )   302,705 Room 170,816   (1,425 )   169,391 Other 122,416   (5,646 )   116,770 Gross revenues 2,419,553   (220,294 )   2,199,259 Less promotional allowances 235,577   (235,577 )   — Net revenues 2,183,976   15,283   2,199,259 Operating costs and expenses           Gaming 880,716   (155,638 )   725,078 Food & beverage 170,053   130,713   300,766 Room 44,245   33,489   77,734 Other 76,719   6,688   83,407 Selling, general and administrative 322,009   250   322,259 Maintenance and utilities 100,020   —   100,020 Depreciation and amortization 196,226   —   196,226 Corporate expense 72,668   —   72,668 Project development, preopening and writedowns 22,107   —   22,107 Impairments of assets 38,302   —   38,302 Other operating items, net 284   —   284 Total operating costs and expenses 1,923,349   15,502   1,938,851 Operating income 260,627   (219 )   260,408 Other expense (income)           Interest income (2,961 )   —   (2,961 ) Interest expense, net of amounts capitalized 212,692   —   212,692 Loss on early extinguishments and modifications of debt 42,364   —   42,364 Other, net 545   —   545 Total other expense, net 252,640   —   252,640 Income from continuing operations before income taxes 7,987   (219 )   7,768 Income tax benefit 197,486   2,447   199,933 Income from continuing operations, net of tax 205,473   2,228   207,701 Income from discontinued operations, net of tax 212,530   —   212,530 Net income $ 418,003   $ 2,228   $ 420,231             Basic net income per common share           Continuing operations $ 1.79   $ 0.02   $ 1.81 Discontinued operations 1.86   —   1.86 Basic net income per common share $ 3.65   $ 0.02   $ 3.67 Weighted average basic shares outstanding 114,507 114,507 —   114,507             Diluted net income per common share           Continuing operations $ 1.78   $ 0.02   $ 1.80 Discontinued operations 1.85   —   1.85 Diluted net income per common share $ 3.63   $ 0.02   $ 3.65 Weighted average diluted shares outstanding 115,189   —   115,189 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 Recently Issued Accounting Pronouncements ASU 2018-19, Financial Instruments-Credit Losses ("Update 2018-19") In November 2018, the FASB issued Update 2018-19, which adds clarification and improvements to Update 2016-13, Financial Instruments-Credit Losses, as discussed below. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2018-19 to the consolidated financial statements. ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("Update 2018-13") In August 2018, the FASB issued Update 2018-13 to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of Update 2018-13 to the consolidated financial statements. ASU 2016-13, Financial Instruments-Credit Losses ("Update 2016-13") In June 2016, the FASB issued Update 2016-13, which amends the guidance on the impairment of financial instruments. Update 2016-13 adds to GAAP an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-13 to the consolidated financial statements. ASU 2016-02, Leases ("Update 2016-02"); ASU 2018-10,10, Targeted Improvements ("Update 2018-10"2018-10"); ASU 2018-01,2018-01, Land Easement Practical Expedient for Transition to Topic 842 ("Update ASU 2018-01"2018-01"); ASU 2018-11,2018-11, Codification Improvements to Topic 842, Leases ("Update 2018-11"2018-11"); ASU 2018-20, Narrow-Scope2019-01, Codification Improvements for Lessors;to Topic 842, Leases ("Update 1901-01") (collectively, the “Lease Standard”) The Lease Standard allowsprovides for transparency and comparability among organizations by requiring the recognition of right-of-uselease assets and lease liabilities on the balance sheet for leases with terms in excess of 12 months and the disclosure of key information about leasing arrangements. Under the Lease Standard, disclosures are requiredarrangements to meet the objective of enablingenable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Leases existing at, or entered into after, the beginning of the earliest comparative period presented are required to be recognized and measured using a modified retrospective approach, with certain practical expedients available. The Lease Standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is permitted.  We will adoptCompany adopted the Lease Standard effective January 1, 2019, applying an optional transition method that will allow us to continue to applyusing the currentmodified retrospective approach, which allows the initial application of the new guidance as of ASC 840 in the adoption date without adjusting comparative periods in the year of adoption.presented. We have elected the “packagepackage of practical expedients” which permits us for leases that commenced prior to the adoption date whereby we elected to not reassess prior conclusions about lease identification,(i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs.costs for any existing leases. We have also makemade an accounting policy election to not recognize right-of-use assets or lease liabilities forthat leases with termsan initial term of 12 months or less. We have made substantial progress in the execution of our implementation plan, but have less are not yet finalized the impact recognized on our financial statements as we are currently integrating into our implementation process the leases we assumed in the acquisitions that were completed in 2018. While we are continuing to assess the impactsconsolidated balance sheet. Adoption of the Lease Standard our adoption is expected to have a significant impactresulted in the recognition of $935.1 million of ROU assets and $921.8 million of lease liabilities on theour consolidated balance sheet dueas of the date of adoption, primarily related to recognitionland, buildings and office space. The difference of $13.3 million represented the reclassification of the remaining balance of favorable lease rates intangible assets and deferred rent for leases that existed as of the date of adoption, which were additions to the opening balance of right-of-use assets and lease liabilities. We also anticipate expanded footnote disclosures related to our leases underassets. The adoption of the new guidance. We do Lease Standard did not expect any changes to have a material impact on our consolidated statements of operations, comprehensive income, orstockholders’ equity and cash flows. Our evaluation See Note 10,Leases, for further information regarding our leases. 68 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the Lease Standard is continuingyears ended December 31, 2019, 2018 and additional impacts on our consolidated financial statements and related disclosures may be identified prior to the completion of the adoption process. 2017 A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements. NOTE 2.    ACQUISITIONS AND DIVESTITURES Ameristar Casino Hotel Kansas City; Ameristar Casino Resort Spa St. Charles; Belterra Casino Resort; Belterra Park On October 15,2018,, we completed the acquisition of Ameristar Casino Kansas City, LLC ("Ameristar Kansas City"), the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), the owner and operator of Ameristar Casino Resort Spa St. Charles; Belterra Resort, Indiana LLC ("Belterra Resort"), the owner and operator of BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 Belterra Casino Resort located in Florence, Indiana; and PNK (Ohio), LLC ("Belterra Park"),Park, the owner and operator of Belterra Park, located in Cincinnati, Ohio (collectively, the "Pinnacle Properties"), pursuant to a Membership Interest Purchase Agreement (as amended, the "Pinnacle Purchase Agreement"), dated as of December 17, 2017, as amended as of January 29, 2018 ("("Amendment No.1") and October 15, 2018 ("("Amendment No.2"), in each case by and among Boyd Gaming, Boyd TCIV, LLC, a wholly owned subsidiary of Boyd Gaming ("Boyd TCIV"), Penn National Gaming, Inc. ("Penn"), and, solely following the execution and delivery of a joinder to the Pinnacle Purchase Agreement, Pinnacle Entertainment, Inc. ("Pinnacle Entertainment") and its wholly owned subsidiary, Pinnacle MLS, LLC (collectively with Pinnacle Entertainment, "Pinnacle"). Pursuant to the Pinnacle Purchase Agreement, Boyd Gaming acquired from Pinnacle all of the issued and outstanding membership interests of the Acquired CompaniesPinnacle Properties as well as certain other assets (and assumed certain other liabilities) of Pinnacle related to the Acquired CompaniesPinnacle Properties (collectively, the "Pinnacle Acquisition"). Each of the Acquired CompaniesPinnacle Properties is now a wholly owned subsidiary of Boyd Gaming. The acquired companiesPinnacle Properties are aggregated into our Midwest & South segment (See Note 13, 14,Segment Information). The net purchase price was $568.3$576.1 million. Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into a Master Lease, dated October 15, 2018 (the(the "Master Lease"), with Gold Merger Sub, LLC ("Gold Merger Sub"), as landlord, and Boyd TCIV, as tenant, pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, a wholly owned subsidiary of Belterra Resort ("Ogle Haus"), commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal. The Pinnacle Acquisition occurred substantially concurrently with the acquisition of Pinnacle Entertainment by Penn pursuant to the Merger Agreement, dated December 17, 2017, by and among Pinnacle Entertainment, Penn and Franchise Merger Sub, Inc., a wholly owned subsidiary of Penn. Concurrently with the Pinnacle Acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("("Belterra Park Purchase Agreement"), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the(the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement. Consideration Transferred The fair value of the consideration transferred on the date of the Pinnacle Purchase Agreement included the purchase price of the net assets transferred. The total gross cash consideration paid to acquire the Pinnacle Properties was $607.3$615.1 million. Status of Purchase Price Allocation The Company is followingfollowed the acquisition method of accounting per FASB Accounting Standards Codification Topic 805 ("ASC 805") guidance. For purposes of these consolidated financial statements,In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates oftheir fair valuevalues as determined by management with the assistance from third-partythird-party specialists. The excess of the purchase price over the preliminary estimatedthose fair value of the assets acquired and liabilities assumed has beenvalues was recorded as goodwill. The Company will recognizepurchase price allocation below represents the assets acquired and liabilities assumedPinnacle Properties opening balance sheet on October 15, 2018, which was reported in our Form 10-K for the acquisition basedannual period ended December 31, 2018. During the measurement period, which ended onSeptember 30, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, as of the date of the Pinnacle Acquisition. The determination of the fair values of the acquiredresulting in a $0.4 million decrease in current assets, a $36.7 million decrease in property and equipment, a $39.0 million increase in intangible assets and assumeda $0.2 million decrease in current liabilities, (andwith a corresponding increase of $5.8 million to goodwill. The tax impact related to the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessarymeasurement period adjustments was considered immaterial to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in theour consolidated financial statements at December 31, 2018. statements.  69 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:     Preliminary Allocation                 (In thousands)   as of December 31, 2018   Adjustments     Final Purchase Price Allocation   Current assets   $ 64,604   $ (443 )   $ 64,161   Property and equipment     167,000     (36,694 )     130,306   Other assets     (28 )   —       (28 ) Intangible assets     415,400     39,000       454,400   Total acquired assets     646,976     1,863       648,839                           Current liabilities     54,585     (151 )     54,434   Other liabilities     57,832     —       57,832   Total liabilities assumed     112,417     (151 )     112,266   Net identifiable assets acquired     534,559     2,014       536,573   Goodwill     72,740     5,820       78,560   Net assets acquired   $ 607,299   $ 7,834     $ 615,133   The following table summarizes the preliminary allocation of the purchase price: (In thousands) As Recorded Current assets $ 64,604 Property and equipment 167,000 Other assets (28 ) Intangible assets 415,400 Total acquired assets 646,976     Current liabilities 54,585 Other liabilities 57,832 Total liabilities assumed 112,417 Net identifiable assets acquired 534,559 Goodwill 72,740 Net assets acquired $ 607,299 The following table summarizes the preliminaryfinal values assigned to acquired property and equipment and estimated useful lives: (In thousands) Useful Lives   As Recorded   Useful Lives (in years)   As Recorded   Land   $ 7,350       $ 4,395   Buildings and improvements 15 - 40 years   89,150   15 - 40   56,054   Furniture and equipment 2 - 10 years   65,600   2 - 10     69,857   Construction in progress   4,900 Property and equipment acquired   $ 167,000       $ 130,306   The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets. (In thousands) Useful Lives   As Recorded Customer relationship 4 years   $ 40,900 Trademark Indefinite   43,000 Gaming license right Indefinite   331,500 Total intangible assets acquired     $ 415,400 (In thousands)   Useful Lives (in years)     As Recorded   Customer relationship   4     $ 42,600   Trademark   Indefinite       42,300   Gaming license right   Indefinite       369,500   Total intangible assets acquired         $ 454,400   The goodwill recognized is the excess of the purchase price over the preliminaryfinal values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwillsegment and is expected to be deductible for income tax purposes. The Company recognized $2.4 million, $14.5 million and $2.0 million of acquisition related costs that were expensed for the years ended December 31, 2019, 2018and2017, respectively. These costs are included in the Project development, preopening and writedowns line in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". operations. Condensed Consolidated Statement of Operations for the year ended December 31, 2019 and the period from October 15, 2018 through December 31, 2018 The following supplemental information presents the financial results of the Pinnacle Properties included in the Company's consolidated statement of operations for the year ended December 31,2019 and the period from October 15, 2018 through December 31, 2018:     Year Ended     October 15 to   (In thousands)   December 31, 2019     December 31, 2018   Total revenues   $ 671,900     $ 138,189   Net income   $ 59,740     $ 1,641   70 Table of Contents   Period from   October 15 to (In thousands) December 31, 2018 Total revenues $ 138,189 Net income $ 1,641 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Valley Forge Convention Center Partners On September 17,2018, we completed the acquisition of Valley Forge, Convention Center Partners, L.P. ("Valley Forge"), the owner and operator of Valley Forge Casino Resort, pursuant to an Agreement and Plan of Merger (as amended, the "Valley Forge Merger Agreement"), dated as of December 20, 2017, as amended as of September 17, 2018, in each case by and among Boyd, Boyd TCV, LP, a Pennsylvania limited partnership and a wholly owned subsidiary of Boyd ("Boyd TCV"), Valley Forge, and VFCCP SR LLC, a Pennsylvania limited liability company, solely in its capacity as the representative of Valley Forge’s limited partners. Pursuant to the Valley Forge Merger Agreement, Boyd TCV merged with and into Valley Forge (the "Valley Forge Merger"), with Valley Forge surviving the merger. Valley Forge is now a wholly owned subsidiary of Boyd. Valley Forge is a modern casino and hotel in King of Prussia, Pennsylvania that offers premium accommodations, gaming, dining, entertainment and retail services, and is aggregated into our Midwest & South segment (See Note 13, 14,Segment Information). The net purchase price was $266.6$264.3 million. Consideration Transferred The fair value of the consideration transferred on the date of the Valley Forge Merger included the purchase price of the net assets transferred. The total gross cash consideration paid to acquire Valley Forge was $291.4$289.1 million. Status of Purchase Price Allocation The Company is followingfollowed the acquisition method of accounting per ASC 805 guidance. For purposes of these consolidated financial statements,In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates oftheir fair valuevalues as determined by management with the assistance from third-party appraisals.third-party specialists. The excess of the purchase price over the preliminary estimatedthose fair value of the assets acquired and liabilities assumed has beenvalues was recorded as goodwill. The Company will recognizepurchase price allocation below represents Valley Forge's opening balance sheet on September 17, 2018, which was reported in our Form 10-K for the assets acquired and liabilities assumed inannual period ended December 31, 2018. During the acquisition basedmeasurement period, which concluded onSeptember 1, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, as of the date of the Valley Forge Merger. The determination of the fair values of the acquiredresulting in a $0.6 million decrease in current assets, a $0.6 million increase in property and equipment, a $2.4 million increase in other assets, a $12.0 million decrease in intangible assets and assumeda $9.2 increase in other liabilities, (andwith a corresponding increase of $16.5 million to goodwill. The measurement period adjustments and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessarytax impact were immaterial to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in theour consolidated financial statements at December 31, 2018. statements.  The following table summarizespresents the preliminarycomponents of the allocation of the purchase price:price as of the acquisition date, including the measurement period adjustments:     Preliminary Allocation             (In thousands)   as of December 31, 2018     Adjustments     Final Purchase Price Allocation   Current assets   $ 29,909     $ (629 )   $ 29,280   Property and equipment     56,500       618       57,118   Other assets     483       2,389       2,872   Intangible assets     148,600       (12,000 )     136,600   Total acquired assets     235,492       (9,622 )     225,870                             Current liabilities     12,968       —       12,968   Other liabilities     606       9,197       9,803   Total liabilities assumed     13,574       9,197       22,771   Net identifiable assets acquired     221,918       (18,819 )     203,099   Goodwill     69,446       16,520       85,966   Net assets acquired   $ 291,364     $ (2,299 )   $ 289,065   71 Table of Contents   Preliminary Purchase Price Allocation (In thousands) As of September 30, 2018   Adjustments   As of December 31, 2018 Current assets $ 29,909   $ —   $ 29,909 Property and equipment 47,762   8,738   56,500 Other assets 483   —   483 Intangible assets —   148,600   148,600 Total acquired assets 78,154   157,338   235,492             Current liabilities 12,028   940   12,968 Other liabilities 606   —   606 Total liabilities assumed 12,634   940   13,574 Net identifiable assets acquired 65,520   156,398   221,918 Goodwill 225,844   (156,398 )   69,446 Net assets acquired $ 291,364   $ —   $ 291,364 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table summarizes the preliminaryfinal values assigned to acquired property and equipment and estimated useful lives: (In thousands) Useful Lives   As Recorded Land     $ 15,200 Buildings and improvements 15 - 40 years   32,900 Furniture and equipment 2 - 6 years   7,971 Construction in progress     429 Property and equipment acquired     $ 56,500 (In thousands)   Useful Lives (in years)     As Recorded   Land         $ 15,150   Buildings and improvements   15 - 40       32,908   Furniture and equipment   2 - 6       9,060   Property and equipment acquired         $ 57,118   The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets. (In thousands) Useful Lives   As Recorded Customer relationship 5 years   $ 15,100 Trademark Indefinite   12,500 Gaming license right Indefinite   121,000 Total intangible assets acquired     $ 148,600 (In thousands)   Useful Lives (in years)     As Recorded   Customer relationship   5     $ 16,100   Trademark   Indefinite       12,500   Gaming license right   Indefinite       108,000   Total intangible assets acquired         $ 136,600   The goodwill recognized is the excess of the purchase price over the preliminaryfinal values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwillsegment and is expected to be deductible for income tax purposes. The Company recognized $0.6 million, $3.6 million and $0.4$0.4 million ofof acquisition related costs that were expensed for the years ended December 31, 2019, 2018and2017, respectively. These costs are included in the Project development, preopening and writedowns line in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". operations. Condensed Consolidated Statement of Operations for the year ended December 31, 2019 and the period from September 17, 2018 through December 31, 2018 The following supplemental information presents the financial results of Valley Forge included in the Company's consolidated statement of operations for the year ended December 31,2019 and the period from September 17, 2018 through December 31, 2018:   Period from   September 17 to (In thousands) December 31, 2018 Total revenues $ 43,499 Net income $ 4,450             Period from       Year Ended     September 17 to   (In thousands)   December 31, 2019     December 31, 2018   Total revenues   $ 168,610     $ 43,499   Net income   $ 31,286     $ 4,450   Lattner Entertainment Group Illinois On June 1,2018, we completed the acquisition of Lattner, Entertainment Group Illinois, LLC ("Lattner"), a distributed gaming operator headquartered in Ottawa, Illinois, pursuant to an Agreement and Plan of Merger (the "Lattner Merger Agreement") dated as of May 1, 2018, by and among Boyd, Boyd TCVI Acquisition, LLC, a wholly owned subsidiary of Boyd ("Boyd TCVI"), Lattner, and Lattner Capital, LLC, solely in its capacity as the representative of the equity holders of Lattner. Pursuant to the Lattner Merger Agreement, Boyd TCVI merged with and into Lattner (the "Lattner Merger"), with Lattner surviving the Lattner Merger and becoming a wholly owned subsidiary of Boyd. Lattner currently operates nearly approximately 1,000 gaming units in approximately 220 locations across the state of Illinois and is aggregated into our Midwest & South segment (See Note 11, 14,Segment Information). The net purchase price was $100.0 million. Consideration Transferred The fair value of the consideration transferred on the date of the Lattner Merger included the purchase price of the net assets transferred. The total gross cash consideration paid to acquire Lattner was $110.5 million. Status of Purchase Price Allocation The Company is followingfollowed the acquisition method of accounting per ASC 805 guidance. For purposes of these consolidated financial statements,In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 estimates oftheir fair valuevalues as determined by management with the assistance from third-party appraisals.third-party specialists. The excess of the purchase price over the preliminary estimatedthose fair value of the assets acquired and liabilities assumed has beenvalues was recorded as goodwill. The Company will recognizepurchase price allocation below represents Lattner's opening balance sheet on June 1, 2018, which was reported in our Form 10-K for the assets acquired and liabilities assumed inannual period ended December 31, 2018. During the acquisition basedmeasurement period, which concluded onMarch 31, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $0.2 million increase in property and equipment, a $1.0 million increase in other assets, with a corresponding decrease of $1.2 million to goodwill. The measurement period adjustments and the related tax impact were immaterial to our consolidated financial statements.  72 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The following table presents the components of the allocation of the purchase price as of the acquisition date, ofincluding the Lattner Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2018. measurement period adjustments:     Preliminary Allocation                 (In thousands)   as of December 31, 2018     Adjustments     Final Purchase Price Allocation   Current assets   $ 10,638     $ —     $ 10,638   Property and equipment     9,307       189       9,496   Other assets     1,963       970       2,933   Intangible and other assets     58,000       —       58,000   Total acquired assets     79,908       1,159       81,067                             Current liabilities     1,062       —       1,062   Total liabilities assumed     1,062       —       1,062   Net identifiable assets acquired     78,846       1,159       80,005   Goodwill     31,692       (1,163 )     30,529   Net assets acquired   $ 110,538     $ (4 )   $ 110,534   The following table summarizes the preliminary allocation of the purchase price:   Preliminary Purchase Price Allocation (In thousands) As of June 30, 2018   Adjustments   As of December 31, 2018 Current assets $ 9,889   $ 749   $ 10,638 Property and equipment 9,063   244   9,307 Other assets 1,963   —   1,963 Intangible and other assets 2,070   55,930   58,000 Total acquired assets 22,985   56,923   79,908             Current liabilities 1,062   —   1,062 Total liabilities assumed 1,062   —   1,062 Net identifiable assets acquired 21,923   56,923   78,846 Goodwill 88,615   (56,923 )   31,692 Net assets acquired $ 110,538   $ —   $ 110,538 The following table summarizes the preliminaryfinal values assigned to acquired property and equipment and estimated useful lives: (In thousands) Useful Lives   As Recorded Buildings and improvements 10 - 45 years   $ 66 Furniture and equipment 3 - 7 years   9,241 Property and equipment acquired     $ 9,307 (In thousands)   Useful Lives (in years)   As Recorded   Buildings and improvements   10 - 45   $ 66   Furniture and equipment   3 - 7     9,430   Property and equipment acquired       $ 9,496   The following table summarizes the acquired intangible asset and weighted average useful lives of the definite-lived intangible asset. (In thousands) Useful Lives   As Recorded Host agreements 15 years   $ 58,000 Total intangible assets acquired     $ 58,000 (In thousands)   Useful Lives (in years)   As Recorded   Host agreements   15   $ 58,000   Total intangible assets acquired       $ 58,000   The goodwill recognized is the excess of the purchase price over the preliminaryfinal values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwillsegment and is expected to be deductible for income tax purposes. The Company recognized $0.7$0.4 million and $0.7 million of acquisitionacquisition related costs that were expensed for the year ended December 31, 2018. 2019 and 2018. There were 0 acquisition related costs for the year ended December 31, 2017. These costs are included in the Project development, preopening and writedowns line in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". operations. We have not provided the amount of revenue and earnings included in our consolidated financial results from the Lattner acquisition for the period subsequent to its acquisition as such amounts are not material for the twelve monthsyear ended December 31, 2019 and the period from June 1, 2018 through December 31, 2018. 73 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Supplemental Unaudited Pro Forma Information The following table presents pro forma results of the Company, as though Lattner, Valley Forge and the Pinnacle Properties (the "Acquired Companies") had been acquired as of January 1, 2017. The pro forma results do not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company, Lattner, Valley Forge and the Pinnacle Properties, prior to the acquisition, with adjustments directly attributable to the acquisitions.   Year Ended December 31, 2018 (In thousands) Boyd Gaming Corporate (As Reported)   Acquired Companies   Boyd Gaming Corporate (Pro Forma) Total revenues $ 2,626,730   $ 666,928   $ 3,293,658 Net income from continuing operations, net of tax $ 114,701   $ 16,589   $ 131,290 Basic net income per share $ 1.01       $ 1.15 Diluted net income per share $ 1.00       $ 1.14   Year Ended December 31, 2017 (In thousands) Boyd Gaming Corporate (As Reported)   Acquired Companies   Boyd Gaming Corporate (Pro Forma) Total revenues $ 2,400,819   $ 861,454   $ 3,262,273 Net income from continuing operations, net of tax $ 167,998   $ 4,464   $ 172,462 Basic net income per share $ 1.46       $ 1.50 Diluted net income per share $ 1.45       $ 1.49     Year Ended December 31, 2018   (In thousands)   Boyd Gaming Corporation (As Reported)     Acquired Companies     Boyd Gaming Corporation (Pro Forma)   Total revenues   $ 2,626,730     $ 666,928     $ 3,293,658   Net income from continuing operations, net of tax   $ 114,701     $ 16,589     $ 131,290   Basic net income per share   $ 1.01             $ 1.15   Diluted net income per share   $ 1.00             $ 1.14       Year Ended December 31, 2017   (In thousands)   Boyd Gaming Corporation (As Reported)     Acquired Companies     Boyd Gaming Corporation (Pro Forma)   Total revenues   $ 2,400,819     $ 861,454     $ 3,262,273   Net income from continuing operations, net of tax   $ 167,998     $ 4,464     $ 172,462   Basic net income per share   $ 1.46             $ 1.50   Diluted net income per share   $ 1.45             $ 1.49   Pro Forma and Other Adjustments The unaudited pro forma results, as presented above, include adjustments to record: (i) rent expense under the Master Lease; (ii) the net incremental depreciation expense for the adjustment of property and equipment to fair value and the allocation of a portion of the purchase price to amortizing intangible assets; (iii) the increase in interest expense incurred on the incremental borrowings incurred by Boyd to fund the acquisition along with the Belterra Park Mortgage; (iv) the estimated tax effect of the pro forma adjustments and on the historical taxable income of the Acquired Companies; and (v) miscellaneous adjustments as a result of the preliminary purchase price allocation on the amortization of certain assets and liabilities. Cannery Casino Hotel and Nevada Palace, LLC On December 20, 2016, Boyd Gaming completed the acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Nevada Palace, LLC, the owner and operator of Eastside Cannery Casino and Hotel, pursuant to a Membership Interest Purchase Agreement (the "Purchase Agreement") dated as of April 25, 2016, as amended on October 28, 2016, by and among Boyd, Cannery Casino Resorts, LLC ("Seller"), Cannery and Eastside Cannery. Pursuant to the terms of the Purchase Agreement, Boyd acquired from Seller all of the issued and outstanding membership interests of Cannery and Eastside Cannery (the "Canneries Acquisition"). With the closing of the Canneries Acquisition, both Cannery and Eastside Cannery became wholly owned subsidiaries of Boyd. Accordingly, the assets and liabilities of Cannery and Eastside Cannery are included in our consolidated balance sheets as of December 31, 2018 and 2017 and the results of their operations and cash flows in our consolidated statements of operations and cash flows, respectively, for the year ended December 31, 2018 and 2017 and the period from December 20, 2016 through December 31, 2016. The Cannery and Eastside Cannery are modern casinos and hotels in the Las Vegas Valley that offer premium accommodations, gaming, dining, entertainment and retail, and are aggregated into our Las Vegas Locals segment (see Note 1, Summary of Significant Accounting Policies). The net purchase price was $228.2 million. The fair value of the consideration transferred to the Seller on the acquisition date included the purchase price of the net assets transferred. The total gross cash consideration was $238.6 million. In addition, the Purchase Agreement provided for a working capital adjustment to the purchase consideration. This adjustment was calculated during second quarter 2017 and paid during the third quarter, resulting in an additional $1.2 million being paid to Seller. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 Acquisition Method of Accounting The Company followed the acquisition method of accounting according to the guidance of ASC 805. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values, as determined by management based on its judgment with assistance from third-party appraisals. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The following table summarizes the components and allocation of the purchase price: (In thousands) Final Purchase Price Allocation Current assets $ 21,584 Property and equipment 125,082 Other long-term assets 3,419 Intangible and other assets 15,450 Total acquired assets 165,535     Current liabilities 10,866 Total liabilities assumed 10,866 Net identifiable assets acquired 154,669 Goodwill 85,052 Net assets acquired $ 239,721 The following table summarizes the values assigned to acquired property and equipment and estimated useful lives: (In thousands) Useful Lives   As Recorded Land     $ 7,870 Buildings and improvements 10 - 40 years   107,268 Furniture and equipment 3 - 7 years   9,820 Construction in progress     124 Property and equipment acquired     $ 125,082 The goodwill was assigned to the Las Vegas Locals reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $0.9 million, $1.1 million and $10.5 million of acquisition related costs that were expensed for the year ended December 31, 2018, 2017 and 2016, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". We have not provided the amount of revenue and earnings included in our consolidated financial results from the Canneries Acquisition for the period subsequent to their acquisition as such amounts are not material for the twelve months ended December 31, 2016. Aliante Casino + Hotel + Spa On September 27, 2016, Boyd Gaming completed the acquisition of ALST Casino Holdco LLC ("ALST"), the holding company of Aliante Gaming, LLC, which owns and operates Aliante. Pursuant to the Merger Agreement, Merger Sub merged with and into ALST (the "Merger"), with ALST surviving the Merger. ALST and Aliante are now wholly owned subsidiaries of Boyd Gaming. Accordingly, the acquired assets and liabilities of Aliante are included in our consolidated balance sheets as of December 31, 2018 and 2017 and the results of its operations and cash flows in our consolidated statements of operations and cash flows, respectively, for the year ended December 31, 2018 and 2017 and the period from September 27, 2016 through December 31, 2016. Aliante is BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 an upscale, resort-style casino and hotel situated in North Las Vegas offering premium accommodations, gaming, dining, entertainment and retail, and is aggregated into our Las Vegas Locals segment (See Note 1, Summary of Significant Accounting Policies.) The net purchase price was $372.3 million. The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross cash consideration was $399.1 million. Acquisition Method of Accounting The Company followed the acquisition method of accounting per ASC 805 guidance. In accordance with ASC 805, the Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their fair values, which were determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values was recorded as goodwill. The following table presents the components and allocation of the purchase price: (In thousands) Final Purchase Price Allocation Current assets $ 31,886 Property and equipment 225,549 Intangible and other assets 18,148 Total acquired assets 275,583     Current liabilities 6,208 Other liabilities 553 Total liabilities assumed 6,761 Net identifiable assets acquired 268,822 Goodwill 130,324 Net assets acquired $ 399,146 The following table summarizes the values assigned to acquired property and equipment and estimated useful lives: (In thousands) Useful Lives   As Recorded Land     $ 16,680 Buildings and improvements 10 - 45 years   200,770 Furniture and equipment 3 - 7 years   8,099 Property and equipment acquired     $ 225,549 All of the goodwill was assigned to the Las Vegas Locals reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $0.8 million, $1.0 million and $2.2 million of acquisition related costs that were expensed for the year ended December 31, 2018, 2017 and 2016, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". We have not provided the amount of revenue and earnings included in our consolidated financial results from the Aliante acquisition for the period subsequent to their acquisition as such amounts are not material for the twelve months ended December 31, 2016. Investment in and Divestiture of Borgata On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts, pursuant to an Equitythe Purchase Agreement ("Purchase Agreement") entered into on May 31, 2016, as amended on July 19, 2016, by and among Boyd, Boyd Atlantic City, Inc., a wholly-owned BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 subsidiary of Boyd, ("Seller"), and MGM. Pursuant to the Purchase Agreement, MGM acquired from Boyd Gaming 49% of its 50% membership interest in MDDHC and, immediately thereafter, MDDHC redeemed Boyd Gaming’s remaining 1% membership interest in MDDHC (collectively, the "Transaction"). Following the Transaction, MDDHC became a wholly owned subsidiary of MGM. In consideration for the Transaction, MGM paid Boyd Gaming $900 million. The initial net cash proceeds were approximately $589 million, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital. The after-tax gain on the sale of Borgata was $181.7 million and is included in discontinued operations in the year ended December 31, 2016. The initial proceeds did not include our 50% share of any future property tax settlement benefits, from the time period during which we held a 50% ownership in MDDHC, to which Boyd Gaming retained the right to receive upon payment. During 2016, we recognized $9.1 million in income, which is included in discontinued operations, for the cash we received for our share of property tax benefits realized by Borgata subsequent to the closing of the sale. On February 15, 2017, Borgata announced that it had entered into a settlement agreement under which it would receive payments totaling $72 million to resolve the property tax issues. Borgata received full payment, and we received our share of the proceeds, in June 2017. For the year ended December 31, 2017, we recognized $36.2 million in income for the cash we received for our share of property tax benefits realized by Borgata after the closing of the sale. These proceeds, net of tax of $14.8 million for the year ended December 31, 2017, are included in discontinued operations in the consolidated financial statements. During the year ended December 31, 2018, we recognized $0.3 million in income, net of tax, for the cash received for our share of miscellaneous recoveries realized by Borgata during that period, which are included in discontinued operations in the consolidated financial statements. We accounted for our investment in Borgata applying the equity method, through the date of the sale, and, as a result of the sale, we reported the results as discontinued operations for all periods presented in these consolidated financial statements. The table below summarizes the results of operations information for the period prior to the date of divestiture: 74   Seven Months Ended (In thousands) July 31, 2016 Total revenues $ 485,510 Operating expenses 366,812 Operating income 118,698 Interest expense 26,378 Loss on early extinguishments of debt 1,628 State income tax expense (benefit) 8,274 Net income $ 82,418 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 NOTE 3.    PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following:   December 31, (In thousands) 2018   2017 Land $ 316,590   $ 294,533 Buildings and improvements 3,084,337   2,935,539 Furniture and equipment 1,480,917   1,311,704 Riverboats and barges 240,507   238,926 Construction in progress 66,752   59,538 Total property and equipment 5,189,103   4,840,240 Less accumulated depreciation 2,473,039   2,300,454 Property and equipment, net $ 2,716,064   $ 2,539,786     December 31,   (In thousands)   2019     2018   Land   $ 324,501     $ 316,590   Buildings and improvements     3,090,974       3,084,337   Furniture and equipment     1,596,395       1,480,917   Riverboats and barges     241,036       240,507   Construction in progress     56,069       66,752   Total property and equipment     5,308,975       5,189,103   Less accumulated depreciation     2,636,422       2,473,039   Property and equipment, net   $ 2,672,553     $ 2,716,064   Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated. Depreciation expense for the years ended December 31, 2019, 2018and2017 and 2016 was $247.0 million, $212.1 million and $199.3 million, and $179.6 million, respectively. NOTE 4.    INTANGIBLE ASSETS Intangible assets consist of the following:     December 31, 2019       Weighted     Gross             Cumulative               Average Life     Carrying     Cumulative     Impairment     Intangible   (In thousands)   Remaining (in years)     Value     Amortization     Losses     Assets, Net   Amortizing intangibles                                       Customer relationships   3.5     $ 68,100     $ (39,598 )   $ —     $ 28,502   Host agreements   13.4       58,000       (6,122 )     —       51,878   Development agreement   —       21,373       —       —       21,373               147,473       (45,720 )     —       101,753                                           Indefinite lived intangible assets                                       Trademarks   Indefinite       206,687       —       (4,300 )     202,387   Gaming license rights   Indefinite       1,376,685       (33,960 )     (179,974 )     1,162,751               1,583,372       (33,960 )     (184,274 )     1,365,138   Balances, December 31, 2019         $ 1,730,845     $ (79,680 )   $ (184,274 )   $ 1,466,891     December 31, 2018   Weighted   Gross       Cumulative       Average Life   Carrying   Cumulative   Impairment   Intangible (In thousands) Remaining   Value   Amortization   Losses   Assets, Net Amortizing intangibles:                   Customer relationships 7.3 years   $ 65,400   $ (15,113 )   $ —   $ 50,287 Favorable lease rates 37.0 years   11,730   (3,302 )   —   8,428 Development agreement —   21,373   —   —   21,373 Host agreements 14.4 years   58,000   (2,256 )   —   55,744       156,503   (20,671 )   —   135,832                     Indefinite lived intangible assets:                   Trademarks Indefinite   207,387   —   (4,300 )   203,087 Gaming license rights Indefinite   1,341,685   (33,960 )   (179,974 )   1,127,751       1,549,072   (33,960 )   (184,274 )   1,330,838 Balance, December 31, 2018     $ 1,705,575   $ (54,631 )   $ (184,274 )   $ 1,466,670 75 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017   December 31, 2017   Weighted   Gross       Cumulative       Average Life   Carrying   Cumulative   Impairment   Intangible (In thousands) Remaining   Value   Amortization   Losses   Assets, Net Amortizing intangibles:                   Customer relationships 5.2 years   $ 9,400   $ (3,470 )   $ —   $ 5,930 Favorable lease rates 38.0 years   11,730   (3,075 )   —   8,655 Development agreement —   21,373   —   —   21,373       42,503   (6,545 )   —   35,958                     Indefinite lived intangible assets:                   Trademarks Indefinite   151,887   —   (4,300 )   147,587 Gaming license rights Indefinite   873,335   (33,960 )   (179,974 )   659,401       1,025,222   (33,960 )   (184,274 )   806,988 Balance, December 31, 2017     $ 1,067,725   $ (40,505 )   $ (184,274 )   $ 842,946     December 31, 2018       Weighted     Gross             Cumulative               Average Life     Carrying     Cumulative     Impairment     Intangible   (In thousands)   Remaining (in years)     Value     Amortization     Losses     Assets, Net   Amortizing intangibles                                       Customer relationships   7.3     $ 65,400     $ (15,113 )   $ —     $ 50,287   Host agreements   14.4       58,000       (2,256 )     —       55,744   Favorable lease rates   37.0       11,730       (3,302 )     —       8,428   Development agreement   —       21,373       —       —       21,373               156,503       (20,671 )     —       135,832                                           Indefinite lived intangible assets                                       Trademarks   Indefinite       207,387       —       (4,300 )     203,087   Gaming license rights   Indefinite       1,341,685       (33,960 )     (179,974 )     1,127,751               1,549,072       (33,960 )     (184,274 )     1,330,838   Balances, December 31, 2018         $ 1,705,575     $ (54,631 )   $ (184,274 )   $ 1,466,670   Amortizing Intangible Assets Customer Relationships Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit. Host Agreements Host agreements represent the value associated with our host establishment relationships. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return. Favorable Lease Rates Favorable lease rates represent the rental rates for assumed land leases that are favorable to comparable market rates. The fair value is determined on a technique whereby the difference between the lease rate and the then current market rate for the remaining contractual term is discounted to present value. The assumptions underlying this computation include the actual lease rates, the expected remaining lease term, including renewal options, based on the existing lease; current rates of rent for leases on comparable properties with similar terms obtained from market data and analysis; and an assumed discount rate. The estimates underlying the result covered a term of 41 to 52 years. This asset was reclassified and added to the operating lease right-of-use asset upon the adoption of the Lease Standard effective January 1, 2019. Development Agreement Development agreement is an acquired contract with a Native American tribe (the "Tribe") under which the Company has the right to assist the Tribe in the development and management of a gaming facility on the Tribe's land. This asset although amortizable, is not amortized until development is completed. We are in the process of finalizing project design and construction planning. In the interim, this asset is subject to periodic impairment reviews. Host Agreements Host agreements represent the value associated with our host establishment relationships. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return. Indefinite Lived Intangible Assets Trademarks Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. 76 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Gaming License Rights Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. In two instances, we determine the value of our gaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction. Activity for the Years Ended December 31, 2019, 2018 2017 and 2016 2017 The following table sets forth the changes in these intangible assets: (In thousands) Customer Relationships   Favorable Lease Rates   Development Agreements   Host Agreements   Trademarks    Gaming License Rights    Intangible Assets, Net Balance, January 1, 2016 $ 26,306   $ 33,373   $ 21,373   $ —   $ 126,001   $ 683,001   $ 890,054 Additions 8,480   —   —   —   24,200   —   32,680 Impairments —   —   —   —   (800 )   (23,600 )   (24,400 ) Amortization (15,324 )   (1,042 )   —   —   —   —   (16,366 ) Other —   —   —   —   (14 )   —   (14 ) Balance, December 31, 2016 19,462   32,331   21,373   —   149,387   659,401   881,954 Additions —   —   —   —   —   —   — Purchase price adjustment 920   —   —   —   (1,800 )   —   (880 ) Impairments —   —   —   —   —   —   — Amortization (14,452 )   (228 )   —   —   —   —   (14,680 ) Other (1) —   (23,448 )   —   —   —   —   (23,448 ) Balance, December 31, 2017 5,930   8,655   21,373   —   147,587   659,401   842,946 Additions 56,000   —   —   58,000   55,500   468,350   637,850 Impairments —   —   —   —   —   —   — Amortization (11,643 )   (227 )   —   (2,256 )   —   —   (14,126 ) Balance, December 31, 2018 $ 50,287   $ 8,428   $ 21,373   $ 55,744   $ 203,087   $ 1,127,751   $ 1,466,670 (1) (In thousands)   Customer Relationships     Host Agreements     Favorable Lease Rates     Development Agreements     Trademarks     Gaming License Rights     Intangible Assets, Net   Balance, January 1, 2017   $ 19,462     $ —     $ 32,331     $ 21,373     $ 149,387     $ 659,401     $ 881,954   Additions     —       —       —       —       —       —       —   Purchase price adjustments     920       —       —       —       (1,800 )     —       (880 ) Impairments     —       —       —       —       —       —       —   Amortization     (14,452 )     —       (228 )     —       —       —       (14,680 ) Other (1)     —       —       (23,448 )     —       —       —       (23,448 ) Balance, December 31, 2017     5,930       —       8,655       21,373       147,587       659,401       842,946   Additions     56,000       58,000       —       —       55,500       468,350       637,850   Impairments     —       —       —       —       —       —       —   Amortization     (11,643 )     (2,256 )     (227 )     —       —       —       (14,126 ) Balance, December 31, 2018     50,287       55,744       8,428       21,373       203,087       1,127,751       1,466,670   Additions     —       —       —       —       —       —       —   Purchase price adjustments     2,700       —       —       —       (700 )     35,000       37,000   Impairments     —       —       —       —       —       —       —   Amortization     (24,485 )     (3,866 )     —       —       —       —       (28,351 ) Other (2)     —       —       (8,428 )     —       —       —       (8,428 ) Balance, December 31, 2019   $ 28,502     $ 51,878     $ —     $ 21,373     $ 202,387     $ 1,162,751     $ 1,466,891   (1) In March 2017, The Orleans Hotel and Casino exercised an option in its lease agreement to terminate the existing lease and purchase the land subject to the lease therefore combining the remaining unamortized favorable lease rate asset into the cost of the land asset. (2) The remaining balance of the favorable lease rates intangible asset was reclassified and added to the operating lease right-of-use asset upon the adoption of the Lease Standard effective January 1, 2019. 77 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Future Amortization Customer relationships are being amortized on an accelerated basis over an estimateda weighted average original life of seven years. Favorable lease rates are being amortized on a straight-line basis over a weighted-average original useful life of 37.0five years. Host agreements are being amortized on a straight-line basis over an original life of 15 years. Future amortization is as follows: (In thousands)   Customer Relationships   Favorable Lease Rates   Host Agreements   Total For the year ending December 31,                 2019   $ 14,485   $ 228   $ 3,867   $ 18,580 2020   14,435   228   3,867   18,530 2021   9,885   228   3,867   13,980 2022   6,025   228   3,867   10,120 2023   2,988   228   3,867   7,083 Thereafter   2,469   7,288   36,409   46,166 Total future amortization   $ 50,287   $ 8,428   $ 55,744 �� $ 114,459 (In thousands)   Customer Relationships     Host Agreements     Total   For the year ending December 31,                         2020   $ 15,465     $ 3,867     $ 19,332   2021     8,737       3,867       12,604   2022     3,322       3,867       7,189   2023     939       3,867       4,806   2024     39       3,867       3,906   Thereafter     —       32,543       32,543   Total future amortization   $ 28,502     $ 51,878     $ 80,380   Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances. Impairment Considerations As a result of our annual impairment testing in the fourth quarter of 2018 and 2017, there were no Noimpairment charges recognized.resulted from our quarterly reviews or annual tests of intangible assets for impairment in 2019, 2018and2017. NOTE 5.     GOODWILL Goodwill consists of the following: (In thousands)   Gross Carrying Value     Cumulative Amortization     Cumulative Impairment Losses     Goodwill, Net   Goodwill, net by Reportable Segment:                                 Las Vegas Locals   $ 593,567     $ —     $ (165,479 )   $ 428,088   Downtown Las Vegas     6,997       (6,134 )     —       863   Midwest & South     666,798       —       (12,462 )     654,336   Balance, December 31, 2019   $ 1,267,362     $ (6,134 )   $ (177,941 )   $ 1,083,287   Changes in Goodwill During the year ended 2016,December 31, 2019, we recognized non-cash impairment charges of $23.6recorded $21.2 million of gaming licenses and $0.8 million of trademarksgoodwill in our Midwest & South segment. These amounts are includedsegment related to the Acquired Companies as the acquisition accounting was finalized in impairments of assets in the consolidated statements of operations for the year ended December 31, 2016. NOTE 5.     GOODWILL Goodwill consists of the following: (In thousands) Gross Carrying Value   Cumulative Amortization    Cumulative Impairment Losses   Goodwill, Net Goodwill, net by Reportable Segment:               Las Vegas Locals $ 593,567   $ —   $ (165,479 )   $ 428,088 Downtown Las Vegas 6,997   (6,134 )   —   863 Midwest & South 645,613   —   (12,462 )   633,151 Balance, December 31, 2018 $ 1,246,177   $ (6,134 )   $ (177,941 )   $ 1,062,102 Changes in Goodwill 2019 (see Note 2,Acquisitions and Divestitures). During the year ended December 31, 2018, we recorded $173.9 million of goodwill in our Midwest & South segment related to our acquisitions of Lattner on June 1, 2018, Valley Forge on September 17, 2018 and the Pinnacle properties on October 15, 2018 (see Note 2, Acquisitions and Divestitures).Acquired Companies. During the year ended December 31, 2017, we recorded $61.7 million of goodwill in our Las Vegas Locals segment related to our acquisitions of Aliante on in September 27, 2016 and Cannery and Eastside Cannery on in December 20, 2016 as the acquisition accounting was finalized in 2017 (see Note 2, Acquisitions and Divestitures). Goodwill decreased approximately $12.5 million during 2016 due to an impairment in the Midwest & South segment. 78 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2019, 2018and2017 and 2016. . (In thousands)   Goodwill, Net   Balance, January 1, 2017   $ 826,476   Additions     —   Impairments     —   Final purchase price adjustments     61,748   Balance, December 31, 2017     888,224   Additions     173,878   Impairments     —   Balance, December 31, 2018     1,062,102   Additions     —   Impairments     —   Final purchase price adjustments     21,185   Balance, December 31, 2019   $ 1,083,287   (In thousands)   Goodwill, Net Balance, January 1, 2016   $ 685,310 Additions   153,628 Impairments   (12,462 ) Balance, December 31, 2016   826,476 Additions   — Impairments   — Final purchase price adjustment   61,748 Balance, December 31, 2017   888,224 Additions   173,878 Impairments   — Balance, December 31, 2018   $ 1,062,102 NOTE 6.    ACCRUED LIABILITIES Accrued liabilities consist of the following:     December 31,     December 31,   (In thousands)   2019     2018   Payroll and related expenses   $ 99,602     $ 85,532   Interest     32,239       35,734   Gaming liabilities     64,465       59,823   Player loyalty program liabilities     32,983       25,251   Advance deposits     22,854       21,687   Outstanding chip liabilities     7,394       7,449   Dividend payable     7,808       6,705   Operating lease liabilities     87,686       —   Other accrued liabilities     83,865       91,994   Total accrued liabilities   $ 438,896     $ 334,175     December 31, (In thousands) 2018   2017 Payroll and related expenses $ 85,532   $ 70,724 Interest 35,734   19,858 Gaming liabilities 59,823   55,961 Player loyalty program liabilities 25,251 24,489 Advance deposits 21,687   18,922 Outstanding chip liabilities 7,449   4,928 Dividends payable 6,705   5,632 Other accrued liabilities 91,994   54,632 Total accrued liabilities $ 334,175   $ 255,146 NOTE 7.    LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs consists of the following:     December 31, 2019       Interest                     Unamortized               Rates at                     Origination               December 31,     Outstanding     Unamortized     Fees and     Long-Term   (In thousands)   2019     Principal     Discount     Costs     Debt, Net   Bank credit facility   3.753 %   $ 1,305,634     $ (671 )   $ (14,255 )   $ 1,290,708   6.375% senior notes due 2026   6.375 %     750,000       —       (8,271 )     741,729   6.000% senior notes due 2026   6.000 %     700,000       —       (9,244 )     690,756   4.750% senior notes due 2027   4.750 %     1,000,000       —       (15,584 )     984,416   Other   11.138 %     58,322       —       —       58,322   Total long-term debt           3,813,956       (671 )     (47,354 )     3,765,931   Less current maturities           26,994       —       —       26,994   Long-term debt, net         $ 3,786,962     $ (671 )   $ (47,354 )   $ 3,738,937   79 Table of Contents       December 31, 2018   Interest           Unamortized       Rates at   Outstanding   Unamortized   Origination   Long-Term (In thousands) Dec. 31, 2018   Principal   Discount   Fees and Costs   Debt, Net Bank credit facility 4.651 %   $ 1,771,330   $ (1,286 )   $ (21,515 )   $ 1,748,529 6.875% senior notes due 2023 6.875 %   750,000   —   (7,701 )   742,299 6.375% senior notes due 2026 6.375 %   750,000   —   (9,594 )   740,406 6.000% senior notes due 2026 6.000 %   700,000   —   (10,639 )   689,361 Other 11.010 %   58,705   —   —   58,705 Total long-term debt     4,030,035 (1,286 ) (49,449 ) 3,979,300 Less current maturities     24,181   —   —   24,181 Long-term debt, net     $ 4,005,854 $ (1,286 ) $ (49,449 ) $ 3,955,119 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017       December 31, 2017   Interest           Unamortized       Rates at   Outstanding   Unamortized   Origination   Long-Term (In thousands) Dec. 31, 2017   Principal   Discount   Fees and Costs   Debt, Net Bank credit facility 3.882 %   $ 1,621,054   $ (1,556 )   $ (23,795 )   $ 1,595,703 6.875% senior notes due 2023 6.875 %   750,000   —   (9,455 )   740,545 6.375% senior notes due 2026 6.375 %   750,000   —   (10,872 )   739,128 Other 5.800 %   504   —   —   504 Total long-term debt     3,121,558   (1,556 )   (44,122 )   3,075,880 Less current maturities     23,981   —   —   23,981 Long-term debt, net     $ 3,097,577   $ (1,556 )   $ (44,122 )   $ 3,051,899 Boyd Gaming Corporation Debt     December 31, 2018       Interest                     Unamortized               Rates at                     Origination               December 31,     Outstanding     Unamortized     Fees and     Long-Term   (In thousands)   2018     Principal     Discount     Costs     Debt, Net   Bank credit facility   4.651 %   $ 1,771,330     $ (1,286 )   $ (21,515 )   $ 1,748,529   6.875% senior notes due 2023   6.875 %     750,000       —       (7,701 )     742,299   6.375% senior notes due 2026   6.375 %     750,000       —       (9,594 )     740,406   6.000% senior notes due 2026   6.000 %     700,000       —       (10,639 )     689,361   Other   11.010 %     58,705       —       —       58,705   Total long-term debt           4,030,035       (1,286 )     (49,449 )     3,979,300   Less current maturities           24,181       —       —       24,181   Long-term debt, net         $ 4,005,854     $ (1,286 )   $ (49,449 )   $ 3,955,119   Bank Credit Facility Credit Agreement On August 2, 2018, we entered into a Joinder Agreement (the "Joinder Agreement") to Amendment No.2 and Refinancing Amendment (the "Credit Agreement"), among the Company, certain financial institutions and Bank of America, N.A., as administrative agent. The Joinder Agreement modified the Credit Agreement solely to join additional financial institutions as lenders and to provide for (i) increased commitments under the senior secured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) by an amount equal to $170.5 million resulting in total availability under the Revolving Credit Facility of an amount equal to $945.5 million and (ii) commitments from lenders to make additional Term A Loans (as defined in the Credit Agreement) in an amount equal to $49.5 million resulting in aggregate outstanding Term A Loans under the Credit Agreement in an amount equal to approximately $248.4$234.3 million. Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following:   December 31, (In thousands) 2018   2017 Revolving Credit Facility $ 320,000   $ 170,000 Term A Loan 248,351   210,938 Refinancing Term B Loans 1,152,679   1,170,016 Swing Loan 50,300   70,100 Total outstanding principal amounts $ 1,771,330   $ 1,621,054     December 31,     December 31,   (In thousands)   2019     2018   Revolving Credit Facility   $ 235,000     $ 320,000   Term A Loan     234,300       248,351   Refinancing Term B Loans     795,034       1,152,679   Swing Loan     41,300       50,300   Total outstanding principal amounts under the bank credit facility   $ 1,305,634     $ 1,771,330   The Refinancing Term B Loans mature on September 15, 2023 (or earlier upon occurrence or non-occurrence of certain events). The Revolving Credit Facility and the Term A Loan mature on September 15, 2021 (or earlier upon occurrence or non-occurrence of certain events). At December 31, 20182019 approximately $1.8$1.3 billion was outstanding under the bank credit facility. With aA total revolving credit commitment of $945.5 million is available to us under the bank credit facility, $320.0facility. Of this total $235.0 million was borrowed on the Revolving Credit Facility, $50.3$41.3 million was borrowed on the Swing Loan and $12.7$12.6 million allocated to support various letters of credit, leaving the remaining contractual availability to us at December 31, 2019, of $562.5$656.6 million. Interest and Fees The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the total leverage ratio and ranges from 1.75% to 2.75% (if using the Eurodollar rate) and from 0.75% to 1.75% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility. 80 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate). The "base rate" under the Credit Agreement remains the highest of (x)(x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one-monthone-month period plus 1.00%. Optional and Mandatory Prepayments Pursuant to the terms of the Credit Facility (i) the loans under the Term A Loan amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2016, payable on a quarterly basis, (ii) the loans under the Refinancing Term B Loans amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing June 30, 2017, payable on a quarterly basis, and (iii) beginning with the fiscal year ending December 31, 2016, the Company is required to use a portion of its annual Excess Cash Flow, as defined in the Credit Agreement, to prepay loans outstanding under the Credit Facility. Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Facility in connection with certain asset sales and issuances of certain additional secured indebtedness. Guarantees and Collateral The Company's obligations under the Credit Facility, subject to certain exceptions, are guaranteed by certain of the Company's subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Facility. The Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility and the issuance and increase of senior secured term loans in an amount up to (i) $550.0 million, plus (ii) certain voluntary permanent reductions of the Revolving Credit Facility and certain voluntary prepayments of the senior secured term loans, plus (iii) certain reductions in the outstanding principal amounts under the term loans or the Revolving Credit Facility, plus (iv) any additional amount if, after giving effect thereto, the First Lien Leverage Ratio (as defined in the Credit Agreement) would not exceed 4.25 to 1.00 on a pro forma basis, less (v) any Incremental Equivalent Debt (as defined in the Credit Agreement), in each case, subject to the satisfaction of certain conditions. Financial and Other Covenants The Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00;1.00; (ii) establishing a maximum permitted consolidated total leverage ratio (discussed below); (iii) establishing a maximum permitted secured leverage ratio (discussed below); (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments. 81 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-monthtwelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Total Leverage Ratio during the remaining term of the Credit Facility: BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016   Maximum Total For the Trailing Four Quarters Ending Leverage Ratio March 31, 2018 through December 31, 2018 6.25 to 1.00 March 31, 2019 through December 31, 2019 6.00 to 1.00 March 31, 2020 through December 31, 2020 5.75 to 1.00 March 31, 2021 and thereafter 5.50 to 1.00 Maximum Total For the Trailing Four Quarters Ending Leverage Ratio March 31, 2019 through December 31, 2019 6.00 to 1.00 March 31, 2020 through December 31, 2020 5.75 to 1.00 March 31, 2021 and thereafter 5.50 to 1.00 The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-monthtwelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Secured Leverage Ratio during the remaining term of the Credit Facility:   Maximum Secured For the Trailing Four Quarters Ending Leverage Ratio March 31, 2018 through December 31, 2018 4.00 to 1.00 March 31, 2019 through December 31, 2019 3.75 to 1.00 March 31, 2020 and thereafter 3.50 to 1.00 Maximum Secured For the Trailing Four Quarters Ending Leverage Ratio March 31, 2019 through December 31, 2019 3.75 to 1.00 March 31, 2020 and thereafter 3.50 to 1.00 Current Maturities of Our Indebtedness We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months. Senior Notes 6.000% 4.750% Senior Notes due August 2026 Significant Terms December 2027 On June 25, 2018, December 3, 2019, we issued $700.0 million$1.0 billion aggregate principal amount of 6.000%4.750% senior notes due August 2026December 2027 (the "6.000%"4.750% Notes"). The 6.000%4.750% Notes require semi-annual interest payments on February 15 June 1 and August 15 December 1 of each year, commencing on August 15, 2018.June 1, 2020. The 6.000%4.750% Notes will mature on August 15, 2026 December 1, 2027 and 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 or will be, as applicable, 100% owned by us. The net proceeds from the debt issuance4.750% Notes were ultimately used to fundfinance the acquisitionsredemption of Valley Forgeall of our outstanding 6.875% senior notes due in 2023 and the four Pinnacle properties. prepay a portion of our Refinancing Term B Loan. In conjunction with the issuance of the 6.000%4.750% Notes, we incurred approximately  $11.3$15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000%4.750% Notes using the effective interest method. The 6.000%4.750% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 6.000%4.750% Notes, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.000% Notes at a price equal to 101% of the principal amount of the 6.000% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 6.000% Notes. At any time prior to August 15, 2021, we may redeem the 6.000% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 In connection with this private placement of the 6.000% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 6.000% Notes. We filed the required registration statement and commenced the exchange offer during June 2018. The exchange offer was completed on July 9, 2018 and our obligations under the registration rights agreement have been fulfilled. 6.375% Senior Notes due April 2026 On March 28, 2016, we issued $750 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 and 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets. In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method. The 6.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.375% Notes, together, the "6.375%"4.750% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 6.375%4.750% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.375%4.750% Notes at a price equal to 101% of the principal amount of the 6.375%4.750% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.375%4.750% Indenture), if any, to, but not including, the date of purchase. If we sell assets, or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.375%4.750% Notes. At any time prior to AprilDecember 1, 2021,2022, we may redeem the 6.375%4.750% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After AprilDecember 1, 2021,2022, we may redeem all or a portion of the 6.375%4.750% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188%102.375% in 20212022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. In connection with the private placement of the 4.750% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the 4.750% Notes. We must use commercially reasonable efforts to file a registration statement and to consummate an exchange offer within 365 days after the issuance of the 4.750% Notes, subject to certain suspension and other rights set forth in the registration rights agreement. Under certain circumstances, including our determination that we cannot complete an exchange offer, we are required to file a shelf registration statement for the resale of the 4.750% Notes and to cause such shelf registration statement to be declared effective as soon as reasonably practicable (but in no event later than the 365th day following the issuance of the 4.750% Notes) after the occurrence of such circumstances. Subject to certain suspension and other rights, in the event that the registration statement is not filed or declared effective within the time periods specified in the registration rights agreement, the exchange offer is not consummated within 365 days after the issuance of the 4.750% Notes, or the registration statement is filed and declared effective but thereafter ceases to be effective or is unusable for its intended purpose for a period in excess of 30 days without being succeeded immediately by a post-effective amendment that cures such failure, the agreement provides that additional interest will accrue on the principal amount of the 4.750% Notes at a rate of 0.25% per annum during the 90-day period immediately following any of these events and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the penalty rate exceed 1.00% per annum, until the default is cured. There are no other alternative settlement methods and, other than the 1.00% per annum maximum penalty rate, the agreement contains no limit on the maximum potential amount of consideration that could be transferred in the event we do not meet the registration statement filing requirements. We currently intend to file a registration statement, have it declared effective and consummate any exchange offer within these time periods. Accordingly, we do not believe that payment of additional interest under the registration payment arrangement is probable and, therefore, 0 related liability has been recorded in the consolidated financial statements. 82 6.875%Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 6.000% Senior Notes due May 2023 August 2026 On May 21, 2015,June 25, 2018, we issued $750$700.0 million aggregate principal amount of 6.875%6.000% senior notes due May 2023August 2026 (the "6.875%"6.000% Notes"). The 6.875%6.000% Notes require semi-annual interest payments on MayFebruary 15 and NovemberAugust 15 of each year.year, commencing on August 15, 2018. The 6.875%6.000% Notes will mature on MayAugust 15, 20232026 and 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 or will be, as applicable, 100% owned by us. The 6.875%net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge and the four Pinnacle properties. In conjunction with the issuance of the 6.000% Notes, we incurred approximately $11.3 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000% Notes using the effective interest method. The 6.000% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indenturesindenture governing the 6.875%6.000% Notes, together, the "6.875%"6.000% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 6.875%6.000% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875%6.000% Notes at a price equal to 101% of the principal amount of the 6.875%6.000% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.875%6.000% Indenture), if any, to, but not including, the date of purchase. If we sell assets, or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.875%6.000% Notes. We At any time prior to August 15, 2021, we may redeem the 6.000% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.875%6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156%103% in 20182021 to 100% in 20212024 and thereafter, plus accrued and unpaid interest and Additional Interest. Interest, if any, up to, but excluding, the applicable redemption date. 6.375% Senior Notes due April 2026 On March 28, 2016, we issued $750.0 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 and 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets. In conjunction with the issuance of the 6.875%6.375% Notes, we incurred approximately $14.0$13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.875%6.375% Notes using the effective interest method. The 6.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.375% Notes, together, the "6.375% Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 6.375% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.375% Notes at a price equal to 101% of the principal amount of the 6.375% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.375% Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, as defined in the 6.375% Indenture, we will be required under certain circumstances to offer to purchase the 6.375% Notes. At any time prior to April 1, 2021, we may redeem the 6.375% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest. 6.875% Senior Notes due May 2023 On December 3, 2019, we redeemed all of our 6.875%senior notes due May 2023 (the "6.875% Notes") at a redemption price of 103.438% plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes. The Company used borrowings under its revolving credit facility to pay the redemption premium accrued and unpaid interest, fees, expenses and commissions related to this redemption. Other Notes On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Concurrently with the acquisition, Boyd (Ohio) PropCo, LLC, acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 utilizing mortgage financing from a subsidiary of GLPI, pursuant to the Belterra Park Purchase Agreement, and a Novation Agreement. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement ("Belterra Park Note"). 83 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The total Belterra Park Note payable to Gold Merger Sub is $57.7 million. The Belterra Park Note provides for interest at a per annum for any monthly period equal to (a) the sum of (i) the building base rent, as defined in the master lease agreement, payable for such period annualized, plus (ii) the land base rent, as defined in the master lease agreement, payable for such period annualized, plus (iii) the percentage rent, as defined in the master lease agreement, payable for such period annualized divided by (b) the outstanding principal balance of this Belterra Park Note, divided by (c) the number twelve. The interest rate as of December 31, 2019 and 2018 is, was 11.20% and 11.11%., respectively. Interest payments are due monthly with a balloon payment for the outstanding principal due at the maturity date. The maturity date is the earlier to occur of (a) the expiration of the master lease term and (b) the termination of the master lease agreement. Loss on Early Extinguishments and Modifications of Debt The components of the loss on early extinguishments and modifications of debt are as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Boyd Gaming Credit Facility deferred finance charges $ 61   $ 1,086   $ 6,629 Amendment No.2 and Refinancing Amendment —   496   — 9.00% Senior Notes premium and consent fees —   —   15,750 9.00% Senior Notes deferred finance charges —   —   5,976 8.375% Senior Notes deferred finance charges —   —   4,497 Peninsula Credit Facility deferred finance charges —   —   9,512 Total loss on early extinguishments and modifications of debt $ 61   $ 1,582   $ 42,364     Year Ended December 31,   (In thousands)   2019     2018     2017   6.875% Senior Notes premium and consent fees   $ 25,785     $ —     $ —   6.875% Senior Notes deferred finance charges     6,092       —       —   Boyd Gaming Credit Facility deferred finance charges     3,072       61       1,086   Amendment No. 2 and Refinancing Amendment     —       —       496   Total loss on early extinguishments and modifications of debt   $ 34,949     $ 61     $ 1,582   Covenant Compliance As of December 31, 2018,2019, we believe that we were in compliance with the financial and other covenants of our debt instruments. The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, the Company may still borrow under its existing credit facility. At December 31, 2018,2019, the available borrowing capacity under our Credit Facility was  $562.5$656.6 million. Scheduled Maturities of Long-Term Debt The scheduled maturities of long-term debt as discussed above, are as follows: (In thousands)   Total   For the year ending December 31,         2020   $ 26,994   2021     509,437   2022     12,743   2023     757,099   2024     —   Thereafter     2,507,683   Total outstanding principal of long-term debt   $ 3,813,956   84 Table of Contents (In thousands) Total For the year ending December 31,   2019 $ 24,181 2020 24,316 2021 609,011 2022 12,744 2023 1,852,099 Thereafter 1,507,684 Total outstanding principal of long-term debt $ 4,030,035 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 NOTE 8.    INCOME TAXES Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. The components comprising our deferred income tax assets and liabilities are as follows:   December 31, (In thousands) 2018   2017 Deferred tax assets       Federal net operating loss carryforwards $ 102,806   $ 110,350 State net operating loss carryforwards 55,478   45,096 Share-based compensation 15,127   14,226 Other 53,434   35,161 Gross deferred tax assets 226,845   204,833 Valuation allowance (39,516 )   (28,821 ) Deferred tax assets, net of valuation allowance 187,329   176,012         Deferred tax liabilities       Difference between book and tax basis of property and intangible assets 259,495   219,090 State tax liability 38,891   33,777 Other 10,205   9,802 Gross deferred tax liabilities 308,591   262,669 Deferred tax liabilities, net $ 121,262   $ 86,657     December 31,   (In thousands)   2019     2018   Deferred income tax assets                 Federal net operating loss carryforwards   $ 95,861     $ 102,806   State net operating loss carryforwards     67,357       55,478   Operating lease liability     198,800       —   Share-based compensation     15,029       15,127   Other     60,540       53,434   Gross deferred income tax assets     437,587       226,845   Valuation allowance     (41,281 )     (39,516 ) Deferred income tax assets, net of valuation allowance     396,306       187,329                     Deferred income tax liabilities                 Difference between book and tax basis of property and intangible assets     311,365       259,495   State tax liability     45,314       38,891   Right of use asset     194,874       —   Other     7,448       10,205   Gross deferred income tax liabilities     559,001       308,591   Deferred income tax liabilities, net   $ 162,695     $ 121,262   At December 31, 2018,2019, we have unused federal general business tax credits of approximately $11.3$14.3 million which may be carried forward or used until expiration beginning in 2031 and alternative minimum tax credits of $11.0$5.5 million which may be used or refunded through 2022.2021. We have a federal income tax net operating loss of approximately $489.6$456.5 million, which may be carried forward or used until expiration beginning in 2033, assuming no significant change in ownership. We also have state income tax net operating loss carryforwards of approximately $936.5$1,077.5 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 20192020 to 2038,2039, if not fully utilized. On December 22, 2017, the U.S. government enacted the Tax Act. As part of our analysis of the impact of the Tax Act, we recorded a discrete net tax benefit of $60.1 million in the period ending December 31, 2017. The tax benefit was due to the corporate federal tax rate reduction on our net deferred tax liability. Valuation Allowance on Deferred Tax Assets Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. We have maintained a valuation allowance of $39.5$41.3 million against certain federal and state deferred tax assets as of December 31, 20182019 due to uncertainties related to our ability to realize the tax benefits associated with these assets. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above. 85 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Provision (Benefit) for Income Taxes A summary of the provision (benefit) for income taxes is as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Current           Federal $ (584 )   $ (10,367 )   $ — State 5,897   5,335   1,242 Total current taxes provision 5,313   (5,032 )   1,242 Deferred           Federal 29,434   6,449   (192,472 ) State 5,584   1,698   (8,703 ) Total deferred taxes benefit 35,018   8,147   (201,175 ) Provision (benefit) for income taxes from continuing operations $ 40,331   $ 3,115   $ (199,933 )             Provision (benefit) for income taxes included on the consolidated statement of operations           Provision (benefit) for income taxes from continuing operations $ 40,331   $ 3,115   $ (199,933 ) Provision (benefit) for income taxes from discontinued operations 136   14,855   146,379 Provision (benefit) for income taxes from continuing and discontinued operations $ 40,467   $ 17,970   $ (53,554 )     Year Ended December 31,   (In thousands)   2019     2018     2017   Current                         Federal   $ —     $ (584 )   $ (10,367 ) State     3,475       5,897       5,335   Total current taxes provision (benefit)     3,475       5,313       (5,032 ) Deferred                         Federal     44,877       29,434       6,449   State     (3,862 )     5,584       1,698   Total deferred taxes provision     41,015       35,018       8,147   Provision for income taxes from continuing operations   $ 44,490     $ 40,331     $ 3,115                             Provision for income taxes included on the consolidated statement of operations                         Provision for income taxes from continuing operations   $ 44,490     $ 40,331     $ 3,115   Provision for income taxes from discontinued operations     —       136       14,855   Provision for income taxes from continuing operations and discontinued operations   $ 44,490     $ 40,467     $ 17,970   Our tax provision for the year ended December 31, 2019 was favorably impacted by benefits related to equity compensation and tax credits and unfavorably impacted by non-deductible expenses. Our tax provision for the year ended December 31, 2018 was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by utilization of tax credits. Our tax provision for the year ended December 31, 2017 was favorably impacted by the federal statutory tax rate change applied to our net deferred tax liability. Based on this revaluation, we have recorded a discrete tax benefit of $60.1$60.1 million. Our tax benefit for the year ended December 31, 2016 resulted from the release of a valuation allowance on our federal and state net operating loss carryforwards and other deferred tax assets. As part of our review in determining the need for a valuation allowance, we assess the potential release of existing valuation allowances. In 2016, we determined that the positive evidence in favor of releasing the valuation allowance, particularly evidence that was objectively verifiable, outweighed the negative evidence. We utilize a rolling twelve quarters of pretax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters during 2016. Other evidence considered in the analysis included, but was not limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during 2016 provided positive evidence that supported the release of the valuation allowance against a significant portion of our deferred tax assets. As such, we concluded that it was more likely than not that the benefit from these deferred tax assets would be realized. As a result, during the year ended December 31, 2016, we released $201.5 million of valuation allowance on our federal and state income tax net operating loss carryforwards and other deferred tax assets. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income from continuing operations before income taxes:     Year Ended December 31,   (In thousands)   2019     2018     2017   Tax at federal statutory rate     21.0 %     21.0 %     35.0 % Federal statutory rate change on deferred tax liability     — %     — %     (35.2 )% State income taxes, net of federal benefit     (0.2 )%     5.9 %     2.7 % Compensation-based credits     (1.2 )%     (1.9 )%     (1.0 )% Nondeductible expenses     0.4 %     0.7 %     0.5 % Tax exempt interest     (0.2 )%     (0.2 )%     (0.3 )% Company provided benefits     1.6 %     0.1 %     0.5 % Other, net     0.4 %     0.4 %     (0.4 )% Effective tax rate     21.8 %     26.0 %     1.8 %   Year Ended December 31,   2018   2017   2016 Tax at federal statutory rate 21.0  %   35.0  %   35.0  % Federal statutory rate change on deferred tax liability —  %   (35.2 )%   —  % State income taxes, net of federal benefit 5.9  %   2.7  %   (60.8 )% Compensation-based credits (1.9 )%   (1.0 )%   (22.3 )% Valuation allowance for deferred tax assets —  %   —  %   (2,548.1 )% Nondeductible expenses 0.7  %   0.5  %   10.6  % Tax exempt interest (0.2 )%   (0.3 )%   (7.1 )% Company provided benefits 0.1  %   0.5  %   15.2  % Other, net 0.4  %   (0.4 )%   3.7  % Effective tax rate 26.0  %   1.8  %   (2,573.8 )% Status of Examinations We generated net operating losses on our federal income tax returns for years 2011 through 2013.2013. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized. We are also currently under examination for various state income and franchise tax matters. As it relates to our material state returns, we are subject to examination for tax years ended on or after December 31,2001, and the statute of limitations will expire over the period September 2019 October 2020 through October 2022. 2023. We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of these examinations may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements. 86 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Other Long-Term Tax Liabilities The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-notmore-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:   Year Ended December 31, (In thousands) 2018   2017   2016 Unrecognized tax benefit, beginning of year $ 2,482   $ 2,482   $ 2,482 Additions:           Tax positions related to current year —   —   — Reductions:           Tax position related to prior years —   —   — Unrecognized tax benefits, end of year $ 2,482   $ 2,482   $ 2,482     Year Ended December 31,   (In thousands)   2019     2018     2017   Unrecognized tax benefit, beginning of year   $ 2,482     $ 2,482     $ 2,482   Additions:                         Tax positions related to current year     —       —       —   Reductions:                         Tax positions related to prior years     —       —       —   Unrecognized tax benefit, end of year   $ 2,482     $ 2,482     $ 2,482   Included in the $2.5 million balance of unrecognized tax benefits at December 31, 2018,2019, are $2.0 million of federally tax effected benefits that, if recognized, would impact the effective tax rate. We recognize interest related to unrecognized tax benefits in our income tax provision. During the year ended December 31, 2018,2019, we recognized interest and penalties of approximately $0.1$0.2 million in our tax provision. We have accrued $1.1 million and $1.0 million of interest and penalties at both December 31, 20182019 and 20172018, respectively, in our consolidated balance sheets. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 We do not anticipate any material changes to our unrecognized tax benefits over the next twelve-monthtwelve-month period. NOTE 9.    COMMITMENTS AND CONTINGENCIES Commitments Capital Spending and Development We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements. Kansas Management Contract As part of the Kansas Management Contract approved by the Kansas Racing and gamingGaming Commission on January 11, 2011, Kansas Star committed to donate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in Selling, general and administrative expenses on the consolidated statements of operations. Mulvane Development Agreement On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds.  All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. As of December 31, 20182019 and 2017,2018, under the Mulvane Development Agreement, Kansas Star recorded $1.6 million and $1.7 million, at each date,respectively, which is included in accrued liabilities on the consolidated balance sheets and $6.7 million, net of a $2.5 million discount, and $7.4 million, net of a $3.0 million discount, and $8.2 million, net of a $3.5 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.7 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star. Contingent Payments In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of 10 years commencing December 20, 2011. Minimum Assessment Agreement In 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds. 87 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 20182019 and 2017,2018, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $13.1 million, net of a $2.3 million discount, and $13.4 million, net of a $2.5 million discount, and $13.8 million, net of a $2.6 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 Public Parking Facility Agreement Diamond Jo Dubuque has an agreement with the City for use of the public parking facility adjacent to Diamond Jo Dubuque's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $80 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by Diamond Jo Dubuque are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life. Iowa Qualified Sponsoring Organization Agreements Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque expensed $3.1$3.2 million, $3.1 million and $3.0$3.1 million, in the year ended December 31, 2019, 2018 2017 and 2016,2017, respectively, related to its agreement. Diamond Jo Worth expensed $4.9 million, $5.0$4.9 million and $4.9$5.0 million during the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worth agreement expires on March 31, 2025, and is subject to automatic ten-yearten-year renewal periods. Development Agreement In September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with Wilton Rancheria (the "Tribe"). The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist the Tribe in the development and management of a gaming facility on the Tribe's land. In July 2012, the Company and the Tribe amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligate us to fund certain pre-development costs, which were estimated to be approximately $1 million to $2 million annually, to assist the Tribe in its development and oversight of the gaming facility construction. In the current year, as progress is being made with the development, pre-development costs were approximately $8.9$6.6 million. Upon opening, we will manage the gaming facility. The pre-development costs funded by us are reimbursable to us with future cash flows from the operations of the gaming facility under terms of a note receivable from the Tribe. In January 2017, the Company funded the acquisition of land that is the intended site of the Wilton Rancheria casino and, in February 2017, the land was placed intotrust by the U.S. Bureau of Indian Affairs for the benefit of the Tribe. The cost of the land is recorded as a receivable on our consolidated balance sheet, and we expect to be reimbursed for this cost when project financing is in place. Should the project be abandoned, ownership of the land would revert to the Company. The Agreements provide that the Company will receive future revenue for its services to the Tribe contingent upon successful development of the gaming facility and based on future revenues at the gaming facility. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with the tribe allowing the development of the casino. In October 2018, the National Indian Gaming Commission approved the Company's management contract with the Tribe. With the compact now in place, we are in the process of finalizing project budget, design and construction planning. The project will be constructed using third-partythird-party financing. Once commenced and project financing put in place, the construction timeline is expected to span 18 to 24 months. Master Lease Agreement On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into athe Master Lease dated October 15, 2018 (the "Master Lease"), with Gold Merger Sub, as landlord, and Boyd TCIV, as tenant, pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal. The term of this Master Lease may be extended for five separate renewal terms of five years each. The monthly lease payment consists of the following, (i) the building base rent, as defined in the Master Lease BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 agreement, plus (ii) the land base rent, as defined in the Master Lease agreement, plus (iii) the percentage rent, as defined in the Master Lease agreement. Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Master Lease agreement. Contingencies Legal Matters We are parties to various legal proceedings arising in the ordinary course of business. We believe thatall pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations. 88 Table of Contents Future Minimum Lease Payments BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and Rental Income Future minimum lease payments required under noncancelable operating leases, which are primarily related to land leases are as follows: (In thousands) Lease Obligations For the year ending December 31,   2019 $ 127,936 2020 124,920 2021 121,516 2022 114,293 2023 113,588 Thereafter 577,801 Total $ 1,180,054 Rent expense included in selling, general2018 and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2019, 2018 2017 and 2016 was $53.0 million, $30.3 million,2017 NOTE 10.    LEASES We have operating and $31.0 million, respectively,finance leases primarily for three casino hotel properties, corporate offices, parking ramps, gaming and primarily relatesother equipment. Our leases have remaining lease terms of one year to land59 years, some of which include options to extend the leases for up to 67 years, and advertising-related expenses. The year ended December 31, 2018 includes $20.7 millionsome of expense relatedwhich include options to terminate the leases within one year. Certain of our lease agreements, including the Master Lease, agreement.include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the year ended ended December 31, 2019 was not material. The components of lease expense were as follows:     For the Year Ended   (In thousands)   December 31, 2019   Operating lease cost   $ 163,027   Short-term lease cost     481   Supplemental cash flow information related to leases was as follows:     For the Year Ended   (In thousands)   December 31, 2019   Cash paid for amounts included in the measurement of lease liabilities:         Operating cash flows from operating leases   $ 160,333             Right-of-use assets obtained in exchange for lease obligations:         Operating leases     13,204   Supplemental balance sheet information related to leases was as follows: (In thousands, except lease term and discount rate)   December 31, 2019   Operating Leases         Operating lease right-of-use assets, including favorable lease rates asset   $ 936,170             Current lease liabilities (included in accrued liabilities)   $ 87,686   Operating lease liabilities     840,285   Total operating lease liabilities   $ 927,971             Weighted Average Remaining Lease Term         Operating leases (in years)     18.2             Weighted Average Discount Rate         Operating leases     8.9 % Maturities of lease liabilities were as follows: (In thousands)   Operating Leases   For the period ending December 31,         2020   $ 161,404   2021     145,491   2022     113,133   2023     112,346   2024     112,140   Thereafter     1,273,966   Total lease payments     1,918,480   Less imputed interest     (990,509 ) Less current portion (included in accrued liabilities)     (87,686 ) Long-term portion of operating lease liabilities   $ 840,285   89 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties are as follows: (In thousands)   Minimum Rental Income   For the Year Ended December 31,         2020   $ 4,798   2021     2,286   2022     2,030   2023     1,903   2024     1,425   Thereafter     156   Total   $ 12,598   (In thousands) Minimum Rental Income For the year ending December 31,   2019 $ 8,022 2020 4,003 2021 1,585 2022 1,264 2023 1,126 Thereafter 1,042 Total $ 17,042 Contingencies Legal Matters We are parties to various legal proceedings arising in the ordinary course of business. We believe thatall pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations. NOTE 10.11.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS Share Repurchase Program We have in the past, and may in the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine from time to time. In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock that can be repurchased to $100$100 million. We are not obligated to repurchase any shares under this program. On May 2, 2017 the Company announced that its Board of Directors had reaffirmed the Company's existing share repurchase program (the "2008"2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018"2018 Plan"). There were 1.1 million shares, 1.9 million shares and 1.2 million shares repurchased during the years ended December 31, 2019, 2018 and 2017, respectively. There were no share BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) asAs of December 31, 20182019, the 2008 Plan was fully depleted and 2017 and for the years ended December 31, 2018, 2017 and 2016 repurchases during the year ended December 31, 2016. As of December 31, 2018, $0.6$72.5 million remained available under the 2008 Plan and $100.0 million remained under the 2018 Plan. The following table provides information regarding share repurchases during the referenced periods.(1)(1)  (In thousands, except per share data) For the Year Ended December 31, 2018   For the Year Ended December 31, 2017 Shares repurchased (2) 1,853   1,198 Total cost, including brokerage fees $ 59,570   $ 31,927 Average repurchase price per share (3) $ 32.14   $ 26.64     For the Year Ended December 31,   (In thousands, except per share data)   2019     2018     2017   Shares repurchased (2)     1,087       1,853       1,198   Total cost, including brokerage fees   $ 28,045     $ 59,570     $ 31,927   Average repurchase price per share (3)   $ 25.80     $ 32.14     $ 26.64   (1)(1)Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2019, 2018 and 2017.2017. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31, 2019, 2018 and 2017. 2017. (2)(2)All shares repurchased have been retired and constitute authorized but unissued shares. (3)(3)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers. Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our Credit Facility. Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes. On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are: Declaration date   Record date   Payment date   Amount per share May 2, 2017   June 15, 2017   July 15, 2017   $0.05 September 6, 2017 September 18, 2017 October 15, 2017 0.05 December 7, 2017 December 28, 2017 January 15, 2018 0.05 March 2, 2018 March 16, 2018 April 15, 2018 0.05 June 8, 2018 June 29, 2018 July 15, 2018 0.06 September 14, 2018 September 28, 2018 October 15, 2018 0.06 December 7, 2018 December 28, 2018 January 15, 2019 0.06 March 4, 2019 March 15, 2019 April 15, 2019 0.06 June 7, 2019 June 17, 2019 July 15, 2019 0.07 September 6, 201717, 2019   September 18, 201727, 2019   October 15, 20172019   0.050.07 December 7, 201717, 2019   December 28, 201727, 2019   January 15, 20182020   0.05 March 2, 20180.07   March 16, 2018 April 15, 2018 0.05 June 8, 2018 June 29, 2018 July 15, 2018 0.06 September 14, 2018 September 28, 2018 October 15, 2018 0.06 December 7, 2018 December 28, 2018 January 15, 2019 0.06 90 No dividends were declared during the year ended Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2016. 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Stock Incentive Plan In May 2012, the Company's stockholders approved the 2012 Stock Incentive Plan (the "2012"2012 Plan"), which amended and restated the Company's 2002 Stock Incentive Plan (the "2002"2002 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) increase the maximum number of shares of the Company's common stock authorized for issuance over the term of the 2012 Plan by 4 million shares from 17 million to 21 million shares, (c) permit the future grant of certain equity-based awards, including awards designed to constitute performance-based compensation under Section 162(m)162(m) of the Internal Revenue Code, and (d) make certain other changes. Under our 2012 Plan, approximately 3.83.3 million shares remain available for grant at December 31, 2018.2019. The number of authorized but unissued shares of common stock under this 2012 Plan as of December 31, 20182019 was approximately 8.77.8 million shares. Grants made under the 2012 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds. Stock Options Options granted under the 2012 Plan generally become exercisable ratably over a three-yearthree-year period from the date of grant. Options that have been granted under the 2012 Plan had an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant. Summarized stock option plan activity is as follows:   Options   Weighted Average Option Price   Weighted Average Remaining Term   Aggregate Intrinsic Value           (In years)   (In thousands) Outstanding at January 1, 2016 4,605,055   $ 26.14         Granted 216,509   17.50         Canceled (1,260,750 )   38.63         Exercised (452,898 )   6.49         Outstanding at December 31, 2016 3,107,916   23.36         Granted —   —         Canceled (1,323,500 )   39.30         Exercised (241,964 )   8.61         Outstanding at December 31, 2017 1,542,452   11.99         Granted —           Canceled (25,000 )   3.31         Exercised (338,426 )   10.47         Outstanding at December 31, 2018 1,179,026   $ 11.98   4.5   $ 10,377                 Exercisable at December 31, 2017 1,335,717   $ 11.00   4.8   $ 32,128                 Exercisable at December 31, 2018 1,106,860   $ 11.60   4.3   $ 10,159                     Weighted-                       Weighted-     Average                       Average     Remaining     Aggregate       Options     Option Price     Term     Intrinsic Value                       (In years)     (In thousands)   Outstanding at January 1, 2017     3,107,916     $ 23.36                   Granted     —       —                   Canceled     (1,323,500 )     39.30                   Exercised     (241,964 )     8.61                   Outstanding at December 31, 2017     1,542,452       11.99                   Granted     —       —                   Canceled     (25,000 )     3.31                   Exercised     (338,426 )     10.47                   Outstanding at December 31, 2018     1,179,026       11.98                   Granted     —       —                   Canceled     (48,941 )     13.72                   Exercised     (242,357 )     9.81                   Outstanding at December 31, 2019     887,728     $ 12.48       4.2     $ 15,504                                     Exercisable at December 31, 2018     1,106,860     $ 11.60       4.3     $ 10,159                                     Exercisable at December 31, 2019     887,728     $ 12.48       4.2     $ 15,504   Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model. 91 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table summarizes the information about stock options outstanding and exercisable at December 31, 2018:     Options Outstanding   Options Exercisable Range of Exercise Prices   Number Outstanding   Weighted-Average Remaining Contractual Life (Years)   Weighted-Average Exercise Price   Number Exercisable   Weighted-Average Exercise Price $5.22   25,510   3.9   $ 5.22   25,510   $ 5.22 6.70   109,863   2.9   6.70   109,863   6.70 7.55   38,000   0.8   7.55   38,000   7.55 8.34   283,147   1.8   8.34   283,147   8.34 9.86   202,068   4.9   9.86   202,068   9.86 11.57   157,322   4.8   11.57   157,322   11.57 17.75   207,337   7.9   17.75   135,171   17.75 19.98   155,779   6.3   19.98   155,779   19.98 $5.22-$19.98   1,179,026   4.5   $ 11.98   1,106,860   $ 11.60 2019:       Options Outstanding     Options Exercisable                 Weighted-                                         Average                                         Remaining     Weighted-             Weighted-         Number     Contractual     Average     Number     Average   Range of Exercise Prices     Outstanding     Life (Years)     Exercise Price     Exercisable     Exercise Price   $5.22       25,510       2.9     $ 5.22       25,510     $ 5.22   6.70       84,353       1.9       6.70       84,353       6.70   8.34       146,065       0.8       8.34       146,065       8.34   9.86       202,068       3.9       9.86       202,068       9.86   11.57       123,849       4.9       11.57       123,849       11.57   17.75       169,857       6.9       17.75       169,857       17.75   19.98       136,026       5.8       19.98       136,026       19.98   $5.22-$19.98       887,728       4.2       12.48       887,728       12.48   The total intrinsic value of in-the-money options exercised during the years ended December 31, 2019, 2018 2017 and 20162017 was $4.7 million, $7.8 million, $3.9 million, and $5.9$3.9 million, respectively. The total fair value of options vested during the years ended December 31, 2019, 2018 2017 and 20162017 was approximately $0.6 million, $1.2 million, $1.6 million, and $2.0$1.6 million, respectively. As of December 31, 2018,2019, there was approximately $0.1 million of totalwere 0 unrecognized share-based compensation costs related to unvested stock options, which is expected to be recognized over approximately 0.9 years, the weighted-average remaining requisite service period. options. Restricted Stock Units Our 2012 Plan provides for the grant of Restricted Stock Units ("RSUs"). An RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2012 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period. We also annually award RSUs to certain members of our Board of Directors. Each RSU is to be paid in shares of common stock upon the member’sdirector’s cessation of service to the Company. These RSUs wereare issued for past service; therefore, they are expensed on the date of issuance. We also grant RSUs to members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period. 92 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Summarized RSU activity is as follows:   Restricted Stock Units    Weighted Average Grant Date Fair Value Outstanding at January 1, 2016 2,320,826     Granted 542,220   $18.06 Canceled (30,400 )     Awarded (871,528 )     Outstanding at December 31, 2016 1,961,118     Granted 442,879   $27.40 Canceled (38,964 )     Awarded (727,821 )     Outstanding at December 31, 2017 1,637,212     Granted 510,989   $25.05 Canceled (18,250 )     Awarded (416,084 )     Outstanding at December 31, 2018 1,713,867                 Weighted-       Restricted     Average Grant       Stock Units     Date Fair Value   Outstanding at January 1, 2017     1,961,118           Granted     442,879     $ 27.40   Canceled     (38,964 )         Awarded     (727,821 )         Outstanding at December 31, 2017     1,637,212           Granted     510,989     $ 25.05   Canceled     (18,250 )         Awarded     (416,084 )         Outstanding at December 31, 2018     1,713,867           Granted     555,749     $ 28.46   Canceled     (10,100 )         Awarded     (490,759 )         Outstanding at December 31, 2019     1,768,757           As of December 31, 2018,2019, there was approximately $14.4$15.7 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 2.62.5 years. Performance Stock Units Our 2012 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan. We annually award PSUs to certain members of management. Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics for net revenue growth, EBITDA growth and customer service scores, all of which are determined on a comprehensive annual three-yearthree-year growth rate. Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of up to 200% of the original award for achievement of maximum performance. Each condition weighs equally and separately in determining the payout, and based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded.awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant. These PSUs will vest three years from the service inception date, during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly. Performance Shares Vesting The PSU grants awarded in fourth quarter 2015,2014 and 2013 vested during first quarter 2019,2018 and 2017, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, EBITDA growth and customer service scores for the three-yearthree-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs. The PSU grant awarded in October 2015 resulted in a total of 395,964 shares being issued during first quarter 2019, representing approximately 1.67 shares per PSU. Of the 395,964 shares issued, a total of 125,004 were surrendered by the participants for payroll taxes, resulting in a net issuance of 270,960 shares due to the vesting of the 2015 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2018; therefore, the vesting of the PSUs did not impact compensation costs in our 2019 consolidated statement of operations. The PSU grant awarded in December 2014 resulted in a total of 486,805 shares being issued during first quarter 2018, representing approximately 1.57 shares per PSU. Of the 486,805 shares issued, a total of 149,268 were surrendered by the participants for BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 payroll taxes, resulting in a net issuance of 337,537 shares due to the vesting of the 2014 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2017; therefore, the vesting of the PSUs did not impact compensation costs in our 2018 consolidated statement of operations. 93 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 The PSU grant awarded in November 2013 resulted in a total of 268,429 shares being issued during first quarter 2017, representing approximately 0.80 shares per PSU. Of the 268,429 shares issued, a total of 94,776 were surrendered by the participants for payroll taxes, resulting in a net issuance of 173,653 shares due to the vesting of the 2013 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2016; therefore, the vesting of the PSUs did not impact compensation costs in our 2017 consolidated statement of operations. Summarized PSU activity is as follows:   Performance Stock Units    Weighted Average Grant Date Fair Value Outstanding at January 1, 2016 1,249,480     Granted 241,235   $17.75 Performance Adjustment (148,272 )     Canceled —     Awarded (213,365 )     Outstanding at December 31, 2016 1,129,078     Granted 275,305   $28.94 Performance Adjustment (73,407 )     Canceled —     Awarded (268,429 )     Outstanding at December 31, 2017 1,062,547     Granted 287,374   $24.42 Performance Adjustment 176,754     Canceled (2,450 )     Awarded (486,805 )     Outstanding at December 31, 2018 1,037,420                 Weighted-       Performance     Average Grant       Stock Units     Date Fair Value   Outstanding at January 1, 2017     1,129,078           Granted     275,305     $ 28.94   Performance Adjustment     (73,407 )         Canceled     —           Awarded     (268,429 )         Outstanding at December 31, 2017     1,062,547           Granted     287,374     $ 24.42   Performance Adjustment     176,754           Canceled     (2,450 )         Awarded     (486,805 )         Outstanding at December 31, 2018     1,037,420           Granted     269,495     $ 28.67   Performance Adjustment     158,858           Canceled     —           Awarded     (395,964 )         Outstanding at December 31, 2019     1,069,809           As of December 31, 2018,2019, there was approximately $7.6$8.5 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 2.7 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 1.4 million shares will be issued to settle the PSUs outstanding at December 31, 2018. 2019. Career Shares Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant. 94 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Summarized Career Shares activity is as follows:   Career Shares   Weighted Average Grant Date Fair Value Outstanding at January 1, 2016 968,575     Granted 73,064   $19.01 Canceled —     Awarded —     Outstanding at December 31, 2016 1,041,639     Granted 66,000   $20.41 Canceled (11,236 )     Awarded (82,944 )     Outstanding at December 31, 2017 1,013,459     Granted 40,492   $34.48 Canceled (5,335 )     Awarded (27,331 )     Outstanding at December 31, 2018 1,021,285                 Weighted-       Restricted     Average Grant       Stock Units     Date Fair Value   Outstanding at January 1, 2017     1,041,639           Granted     66,000     $ 20.41   Canceled     (11,236 )         Awarded     (82,944 )         Outstanding at December 31, 2017     1,013,459           Granted     40,492     $ 34.48   Canceled     (5,335 )         Awarded     (27,331 )         Outstanding at December 31, 2018     1,021,285           Granted     67,719     $ 21.27   Canceled     —           Awarded     (26,693 )         Outstanding at December 31, 2019     1,062,311           As of December 31, 2018,2019, there was approximately $1.0$1.2 million of total unrecognized share-based compensation costs related to unvested Career Shares. Share-Based Compensation We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The following table summarizes our share-based compensation costs by award type:   Year Ended December 31, (In thousands) 2018   2017   2016 Stock Options $ 154   $ 1,193   $ 1,974 Restricted Stock Units 10,219   7,463   8,883 Performance Stock Units 13,647   7,381   3,353 Career Shares 1,359   1,376   1,308 Total share-based compensation costs $ 25,379   $ 17,413   $ 15,518     For the Year Ended December 31,   (In thousands)   2019     2018     2017   Stock Options   $ 52     $ 154     $ 1,193   Restricted Stock Units     14,301       10,219       7,463   Performance Stock Units     9,525       13,647       7,381   Career Shares     1,324       1,359       1,376   Total share-based compensation costs   $ 25,202     $ 25,379     $ 17,413   The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our consolidated statements of operations:     For the Year Ended December 31,   (In thousands)   2019     2018     2017   Gaming   $ 628     $ 490     $ 363   Food & beverage     120       94       69   Room     57       44       33   Selling, general and administrative     3,195       2,488       1,846   Corporate expense     21,202       22,263       15,102   Total share-based compensation expense   $ 25,202     $ 25,379     $ 17,413   95 Table of Contents   Year Ended December 31, (In thousands) 2018   2017   2016 Gaming $ 490   $ 363   $ 428 Food & beverage 94   69   82 Room 44   33   39 Selling, general and administrative 2,488   1,846   2,176 Corporate expense 22,263   15,102   12,793 Total share-based compensation expense $ 25,379   $ 17,413   $ 15,518 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 NOTE 11.12.     FAIR VALUE MEASUREMENTS We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3may be measured at fair value using inputs that are observable (Levels 1 and 2)2) and unobservable (Level 3)3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value The following tables show the fair values of certain of our financial instruments:   December 31, 2018 (In thousands) Balance   Level 1   Level 2   Level 3 Assets               Cash and cash equivalents $ 249,417   $ 249,417   $ —   $ — Restricted cash 23,785   23,785   —   — Investment available for sale 15,772   —   —   15,772                 Liabilities               Contingent payments $ 2,407   $ —   $ —   $ 2,407   December 31, 2017 (In thousands) Balance   Level 1   Level 2   Level 3 Assets               Cash and cash equivalents $ 203,104   $ 203,104   $ —   $ — Restricted cash 24,175   24,175   —   — Investment available for sale 17,752   —   —   17,752                 Liabilities               Contingent payments $ 2,887   $ —   $ —   $ 2,887     December 31, 2019   (In thousands)   Balance     Level 1     Level 2     Level 3   Assets                                 Cash and cash equivalents   $ 249,977     $ 249,977     $ —     $ —   Restricted cash     20,471       20,471       —       —   Investment available for sale     16,151       —       —       16,151                                     Liabilities                                 Contingent payments   $ 1,712     $ —     $ —     $ 1,712       December 31, 2018   (In thousands)   Balance     Level 1     Level 2     Level 3   Assets                                 Cash and cash equivalents   $ 249,417     $ 249,417     $ —     $ —   Restricted cash     23,785       23,785       —       —   Investment available for sale     15,772       —       —       15,772                                     Liabilities                                 Contingent payments   $ 2,407     $ —     $ —     $ 2,407   Cash and Cash Equivalents and Restricted Cash The fair value of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 20182019 and 2017.2018. 96 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Investment Available for Sale We have an investment in a single municipal bond issuance of $20.0$19.5 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale with a maturity date of June 1, 2037. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 20182019 and 2017.2018. The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of December 31, 20182019 and 20172018 is a discount rate of 11.2%10.5% and 9.6%11.2%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets. At  both December 31, 20182019 and 2017,2018, $0.6 million and $0.5 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 20182019 and 2017, $15.32018, $15.6 million and $17.3$15.3 million, respectively, is included in investment on the consolidated balance sheets. The discount associated with this investment of $2.8$2.7 million and $2.9$2.8 million as of December 31, 20182019 and 2017,2018, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the consolidated statements of operations. Contingent Payments In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s EBITDA each month for a period of 10 years commencing December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at December 31, 20182019 and 20172018 is a discount rate of 6.8%6.2% and 9.2%6.8%, respectively. At both December 31, 20182019 and 2017,2018, there was a current liability of $0.9 million and $0.8 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets, and long-term obligations of $1.6$0.8 million and $2.1$1.6 million, respectively, which were included in other liabilities on the respective consolidated balance sheets. The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:     December 31, 2019       Assets     Liability   (In thousands)   Investment Available for Sale     Contingent Payments   Balance at beginning of reporting period   $ 15,772     $ (2,407 ) Total gains (losses) (realized or unrealized):                 Included in interest income (expense)     150       (140 ) Included in other comprehensive income (loss)     739       —   Included in other items, net     —       (42 ) Purchases, sales, issuances and settlements:                 Settlements     (510 )     877   Balance at end of reporting period   $ 16,151     $ (1,712 ) 97 Table of Contents   December 31, 2018   Assets   Liabilities (In thousands) Investment Available for Sale   Contingent Payments Balance at January 1, 2018 $ 17,752   $ (2,887 ) Total gains (losses) (realized or unrealized):       Included in interest income (expense) 144   (249 ) Included in other comprehensive income (loss) (1,649 )   — Included in other items, net —   (110 ) Purchases, sales, issuances and settlements:       Settlements (475 )   839 Balance at December 31, 2018 $ 15,772   $ (2,407 ) BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017   December 31, 2017   Assets   Liabilities (In thousands) Investment Available for Sale   Contingent Payments Balance at January 1, 2017 $ 17,259   $ (3,038 ) Total gains (losses) (realized or unrealized):       Included in interest income (expense) 138   (335 ) Included in other comprehensive income (loss) 795   — Included in other items, net —   (333 ) Purchases, sales, issuances and settlements:       Settlements (440 )   819 Balance at December 31, 2017 $ 17,752   $ (2,887 )     December 31, 2018       Assets     Liability   (In thousands)   Investment Available for Sale     Contingent Payments   Balance at beginning of reporting period   $ 17,752     $ (2,887 ) Total gains (losses) (realized or unrealized):                 Included in interest income (expense)     144       (249 ) Included in other comprehensive income (loss)     (1,649 )     —   Included in other items, net     —       (110 ) Purchases, sales, issuances and settlements:                 Settlements     (475 )     839   Balance at end of reporting period   $ 15,772     $ (2,407 ) We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly. The fair value of intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing its impairment analyses (see Note 4,Intangible Assets). Balances Disclosed at Fair Value The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:     December 31, 2019   (In thousands)   Outstanding Face Amount     Carrying Value     Estimated Fair Value   Fair Value Hierarchy   Liabilities                             Obligation under assessment arrangements   $ 28,118     $ 23,300     $ 28,780   Level 3       December 31, 2018   (In thousands)   Outstanding Face Amount     Carrying Value     Estimated Fair Value   Fair Value Hierarchy   Liabilities                             Obligation under assessment arrangements   $ 29,943     $ 24,477     $ 29,591   Level 3     December 31, 2017 (In thousands) Outstanding Face Amount   Carrying Value   Estimated Fair Value   Fair Value Hierarchy Liabilities               Obligation under assessment arrangements $ 31,729   $ 25,602   $ 26,999   Level 3 The following tables provide the fair value measurement information about our long-term debt:     December 31, 2019   (In thousands)   Outstanding Face Amount     Carrying Value     Estimated Fair Value   Fair Value Hierarchy   Bank credit facility   $ 1,305,634     $ 1,290,708     $ 1,308,846   Level 2   6.375% senior notes due 2026     750,000       741,729       806,250   Level 1   6.000% senior notes due 2026     700,000       690,756       750,750   Level 1   4.750% senior notes due 2027     1,000,000       984,416       1,038,750   Level 1   Other     58,322       58,322       58,322   Level 3   Total debt   $ 3,813,956     $ 3,765,931     $ 3,962,918       98 Table of Contents   December 31, 2018 (In thousands) Outstanding Face Amount   Carrying Value   Estimated Fair Value   Fair Value Hierarchy Credit Facility $ 1,771,330   $ 1,748,529   $ 1,720,654   Level 2 6.875% Senior Notes due 2023 750,000   742,299   757,500   Level 1 6.375% Senior Notes due 2026 750,000   740,406   724,688   Level 1 6.000% Senior Notes due 2026 700,000   689,361   657,125   Level 1 Other 58,705   58,705   58,705   Level 3 Total debt $ 4,030,035   $ 3,979,300   $ 3,918,672     BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017   December 31, 2017 (In thousands) Outstanding Face Amount   Carrying Value   Estimated Fair Value   Fair Value Hierarchy Credit Facility $ 1,621,054   $ 1,595,703   $ 1,625,178   Level 2 6.875% Senior Notes due 2023 750,000   740,545   798,750   Level 1 6.375% Senior Notes due 2026 750,000   739,128   810,000   Level 1 Other 504   504   504   Level 3 Total debt $ 3,121,558   $ 3,075,880   $ 3,234,432         December 31, 2018   (In thousands)   Outstanding Face Amount     Carrying Value     Estimated Fair Value   Fair Value Hierarchy   Bank credit facility   $ 1,771,330     $ 1,748,529     $ 1,720,654   Level 2   6.875% senior notes due 2023     750,000       742,299       757,500   Level 1   6.375% senior notes due 2026     750,000       740,406       724,688   Level 1   6.000% senior notes due 2026     700,000       689,361       657,125   Level 1   Other     58,705       58,705       58,705   Level 3   Total debt   $ 4,030,035     $ 3,979,300     $ 3,918,672       The estimated fair value of the Credit Facility is based on a relative value analysis performed on or about December 31, 20182019 and December 31, 2017.2018. The estimated fair values of our Senior Notes are based on quoted market prices as of December 31, 20182019 and December 31, 2017.2018. The other debt is fixed-rate debt consisting of the following:of: (i) Belterra Park Mortgage payable in 96 monthly installments, beginning in 2018; and (2)(2) capital leases with various maturity dates from 2019 to 2026. It is These debt obligations are not traded and does do not have an observable market input;inputs; therefore, we have estimated its fair value to be equal to the carrying value. value for these obligations. There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 20182019 and 2017.2018. NOTE 12.13.    EMPLOYEE BENEFIT PLANS We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $1.8 million, $1.7 million and $1.6 million and $1.5 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis. We have retirement savings plans under Section 401(k)401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. We expensed our voluntary contributions to the 401(k)401(k) profit-sharing plans and trusts of $6.3 million, $4.3 million $4.4and $4.4 million and $3.9 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. NOTE 13.14.    SEGMENT INFORMATION We have aggregated certain of our properties in order to present three3 Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest & South. The table in Note 1,Summary of Significant Accounting Policies, lists the classification of each of our properties. Results of Operations - Total Reportable Segment Total Revenues and Adjusted EBITDA EBITDAR We evaluate each of our property's profitability based upon Property Adjusted EBITDA,EBITDAR, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, and gain or loss on early retirements of debt and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAEBITDAR is the aggregate sum of the Property Adjusted EBITDAEBITDAR for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest & South segments. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company. Results for Lattner, our Illinois distributed gaming operator, are included in our Midwest & South segment. We reclassify the reporting of corporate expense on the accompanying table in order to exclude it from our subtotal for Total Reportable Segment Adjusted EBITDA. Furthermore, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. 99 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments:     Year Ended December 31, 2019   (In thousands)   Gaming Revenue     Food & Beverage Revenue     Room Revenue     Other Revenue     Total Revenue   Revenues                                         Las Vegas Locals   $ 566,443     $ 156,932     $ 105,619     $ 51,941     $ 880,935   Downtown Las Vegas     138,623       57,732       28,784       32,528       257,667   Midwest & South     1,778,227       233,189       102,784       73,317       2,187,517   Total Revenues   $ 2,483,293     $ 447,853     $ 237,187     $ 157,786     $ 3,326,119       Year Ended December 31, 2018   (In thousands)   Gaming Revenue     Food & Beverage Revenue     Room Revenue     Other Revenue     Total Revenue   Revenues                                         Las Vegas Locals   $ 565,579     $ 155,107     $ 100,110     $ 52,708     $ 873,504   Downtown Las Vegas     132,870       55,767       26,943       32,530       248,110   Midwest & South     1,226,975       157,014       72,447       48,680       1,505,116   Total Revenues   $ 1,925,424     $ 367,888     $ 199,500     $ 133,918     $ 2,626,730       Year Ended December 31, 2017   (In thousands)   Gaming Revenue     Food & Beverage Revenue     Room Revenue     Other Revenue     Total Revenue   Revenues                                         Las Vegas Locals   $ 563,785     $ 154,451     $ 98,406     $ 51,735     $ 868,377   Downtown Las Vegas     133,072       54,451       24,623       32,295       244,441   Midwest & South     1,043,411       137,477       63,766       43,347       1,288,001   Total Revenues   $ 1,740,268     $ 346,379     $ 186,795     $ 127,377     $ 2,400,819   100 Table of Contents   Year Ended December 31, 2018 (In thousands) Gaming Revenue   Food & Beverage Revenue   Room Revenue   Other Revenue   Total Revenue Revenues                   Las Vegas Locals $ 565,579   $ 155,107   $ 100,110   $ 52,708   $ 873,504 Downtown Las Vegas 132,870   55,767   26,943   32,530   248,110 Midwest & South 1,226,975   157,014   72,447   48,680   1,505,116 Total Revenues $ 1,925,424   $ 367,888   $ 199,500   $ 133,918   $ 2,626,730   Year Ended December 31, 2017 (In thousands) Gaming Revenue   Food & Beverage Revenue   Room Revenue   Other Revenue   Total Revenue Revenues                   Las Vegas Locals $ 563,785   $ 154,451   $ 98,406   $ 51,735   $ 868,377 Downtown Las Vegas 133,072   54,451   24,623   32,295   244,441 Midwest & South 1,043,411   137,477   63,766   43,347   1,288,001 Total Revenues $ 1,740,268   $ 346,379   $ 186,795   $ 127,377   $ 2,400,819   Year Ended December 31, 2016 (In thousands) Gaming Revenue   Food & Beverage Revenue   Room Revenue   Other Revenue   Total Revenue Revenues                   Las Vegas Locals $ 422,375   $ 108,541   $ 82,566   $ 41,533   $ 655,015 Downtown Las Vegas 133,165   52,849   20,209   30,347   236,570 Midwest & South 1,054,853   141,315   66,616   44,890   1,307,674 Total Revenues $ 1,610,393   $ 302,705   $ 169,391   $ 116,770   $ 2,199,259 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 The following table reconciles, for the periods indicated, Total Reportable Segment Adjusted EBITDAEBITDAR to operating income, as reported in our accompanying consolidated statements of operations:   Year Ended December 31, (In thousands) 2018   2017   2016 Adjusted EBITDAR           Las Vegas Locals $ 274,344   $ 249,906   $ 176,066 Downtown Las Vegas 56,517   54,613   52,341 Midwest & South 432,366   364,458   367,579 Total Reportable Segment Adjusted EBITDAR 763,227   668,977   595,986 Corporate expense (81,938 )   (73,046 )   (59,875 ) Adjusted EBITDAR 681,289   595,931   536,111 Master lease rent expense (20,682 )   —   — Adjusted EBITDA 660,607   595,931   536,111             Other operating costs and expenses           Deferred rent 1,100   1,267   3,266 Depreciation and amortization 229,979   217,522   196,226 Project development, preopening and writedowns 45,698   14,454   22,107 Share-based compensation expense 25,379   17,413   15,518 Impairments of assets 993   (426 )   38,302 Other operating charges, net 2,174   1,900   284 Total other operating costs and expenses 305,323   252,130   275,703 Operating income $ 355,284   $ 343,801   $ 260,408     Year Ended December 31,   (In thousands)   2019     2018     2017   Adjusted EBITDAR                         Las Vegas Locals   $ 283,030     $ 274,344     $ 249,906   Downtown Las Vegas     62,413       56,517       54,613   Midwest & South     635,182       432,366       364,458   Total Reportable Segment Adjusted EBITDAR     980,625       763,227       668,977   Corporate expense     (83,937 )     (81,938 )     (73,046 ) Adjusted EBITDAR     896,688       681,289       595,931                             Other operating costs and expenses                         Deferred rent     979       1,100       1,267   Master lease rent expense     97,723       20,682       —   Depreciation and amortization     276,569       229,979       217,522   Share-based compensation expense     25,202       25,379       17,413   Project development, preopening and writedowns     21,728       45,698       14,454   Impairment of assets     —       993       (426 ) Other operating items, net     1,919       2,174       1,900   Total other operating costs and expenses     424,120       326,005       252,130   Operating income   $ 472,568     $ 355,284     $ 343,801   For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Total Reportable Segment Assets The Company's assets by Reportable Segment consisted of the following amounts:     December 31,     December 31,   (In thousands)   2019     2018   Assets                 Las Vegas Locals   $ 1,804,476     $ 1,732,138   Downtown Las Vegas     212,936       169,495   Midwest & South     4,229,174       3,562,926   Total Reportable Segment Assets     6,246,586       5,464,559   Corporate     403,559       291,780   Total Assets   $ 6,650,145     $ 5,756,339   101 Table of Contents   December 31, (In thousands) 2018   2017 Assets       Las Vegas Locals $ 1,732,138   $ 1,792,119 Downtown Las Vegas 169,495   170,574 Midwest & South 3,562,926   2,496,957 Total Reportable Segment assets 5,464,559   4,459,650 Corporate 291,780   226,280 Total assets $ 5,756,339   $ 4,685,930 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Capital Expenditures The Company's capital expenditures by Reportable Segment consisted of the following:   Year Ended December 31, (In thousands) 2018   2017   2016 Capital Expenditures:           Las Vegas Locals $ 33,503   $ 59,382   $ 42,069 Downtown Las Vegas 12,885   21,705   28,431 Midwest & South 69,285   37,657   73,255 Total Reportable Segment Capital Expenditures 115,673   118,744   143,755 Corporate 50,238   71,673   16,672 Total Capital Expenditures 165,911   190,417 160,427 Change in Accrued Property Additions (4,367 )   47   (69 ) Cash-Based Capital Expenditures $ 161,544   $ 190,464   $ 160,358     Year Ended December 31,   (In thousands)   2019     2018     2017   Capital Expenditures:                         Las Vegas Locals   $ 26,207     $ 33,503     $ 59,382   Downtown Las Vegas     8,881       12,885       21,705   Midwest & South     80,883       69,285       37,657   Total Reportable Segment Capital Expenditures     115,971       115,673       118,744   Corporate     88,633       50,238       71,673   Total Capital Expenditures     204,604       165,911       190,417   Change in Accrued Property Additions     3,033       (4,367 )     47   Cash-Based Capital Expenditures   $ 207,637     $ 161,544     $ 190,464   The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries. NOTE 14.15.     SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table presents selected quarterly financial information:     Year Ended December 31, 2019   (In thousands, except per share data)   First     Second     Third     Fourth     Year   Summary Operating Results:                                         Total revenues   $ 827,288     $ 846,132     $ 819,568     $ 833,131     $ 3,326,119   Operating income     117,626       126,692       113,391       114,859       472,568   Net income     45,451       48,484       39,405       24,296       157,636                                             Basic net income per common share   $ 0.40     $ 0.43     $ 0.35     $ 0.21     $ 1.39   Diluted net income per common share   $ 0.40     $ 0.43     $ 0.35     $ 0.20     $ 1.38   102 Table of Contents   Year Ended December 31, 2018 (In thousands, except per share data) First   Second   Third   Fourth   Year Summary Operating Results:                   Total revenues $ 606,118   $ 616,793   $ 612,196   $ 791,623   $ 2,626,730 Operating income 94,774   96,258   69,568   94,684   355,284                     Income from continuing operations, net of tax $ 41,399   $ 38,598   $ 11,837   $ 22,867   $ 114,701 Income from discontinued operations, net of tax —   347   —   —   347 Net income $ 41,399   $ 38,945   $ 11,837   $ 22,867   $ 115,048                     Basic net income per common share:                   Continuing operations $ 0.36   $ 0.34   $ 0.10   $ 0.21   $ 1.01 Discontinued operations —   —   —   —   — Basic net income per common share $ 0.36   $ 0.34   $ 0.10   $ 0.21   $ 1.01 Diluted net income per common share:                   Continuing operations $ 0.36   $ 0.34   $ 0.10   $ 0.20   $ 1.00 Discontinued operations —   —   —   —   — Diluted net income per common share $ 0.36   $ 0.34   $ 0.10   $ 0.20   $ 1.00 BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017     Year Ended December 31, 2018   (In thousands, except per share data)   First     Second     Third     Fourth     Year   Summary Operating Results:                                         Total revenues   $ 606,118     $ 616,793     $ 612,196     $ 791,623     $ 2,626,730   Operating income     94,774       96,258       69,568       94,684       355,284                                             Income from continuing operations, net of tax   $ 41,399     $ 38,598     $ 11,837     $ 22,867     $ 114,701   Income from discontinued operations, net of tax     —       347       —       —       347   Net income   $ 41,399     $ 38,945     $ 11,837     $ 22,867     $ 115,048                                             Basic net income per common share:                                         Continuing operations   $ 0.36     $ 0.34     $ 0.10     $ 0.21     $ 1.01   Discontinued operations     —       —       —       —       —   Basic net income per common share   $ 0.36     $ 0.34     $ 0.10     $ 0.21     $ 1.01   Diluted net income per common share:                                         Continuing operations   $ 0.36     $ 0.34     $ 0.10     $ 0.20     $ 1.00   Discontinued operations     —       —       —       —       —   Diluted net income per common share   $ 0.36     $ 0.34     $ 0.10     $ 0.20     $ 1.00     Year Ended December 31, 2017 (In thousands, except per share data) First   Second   Third   Fourth   Year Summary Operating Results:                   Total revenues $ 610,065   $ 604,124   $ 591,542   $ 595,088   $ 2,400,819 Operating income 94,830   89,554   78,940   80,477   343,801                     Income from continuing operations, net of tax $ 35,076   $ 27,692   $ 23,157   $ 82,073   $ 167,998 Income from discontinued operations, net of tax 375   21,017   —   —   21,392 Net income $ 35,451   $ 48,709   $ 23,157   $ 82,073   $ 189,390                     Basic net income per common share:                   Continuing operations $ 0.31   $ 0.24   $ 0.20   $ 0.72   $ 1.46 Discontinued operations —   0.18   —   —   0.19 Basic net income per common share $ 0.31   $ 0.42   $ 0.20   $ 0.72   $ 1.65 Diluted net income per common share:                   Continuing operations $ 0.31   $ 0.24   $ 0.20   $ 0.71   $ 1.45 Discontinued operations —   0.18   —   —   0.19 Diluted net income per common share $ 0.31   $ 0.42   $ 0.20   $ 0.71   $ 1.64 NOTE 15.16.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875%6.375% Notes, our 6.375%6.000% Notes and our 6.000%4.750% Notes (collectively, the "Notes") is presented below. The 6.875% Notes and 6.375% 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 our special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries. On June 25, 2018, the Company issued The 6.000% Notes whichand 4.750% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our current and future domestic restricted subsidiaries. With the exception of one subsidiary, the guarantors of the 6.000% Notes and 4.750% Notes are the same as for our 6.375% Notes and 6.875% Notes. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries, our less than wholly owned subsidiaries and those properties acquired in 2018. The tables below present the condensed consolidating balance sheets as of December 31, 2019 and 2018, the condensed consolidating statements of operations for the years ended December 31, 2019, 2018 and 2017 and the condensed consolidating statements of cash flows for the years ended December 31, 2019, 2018 and 2017. On January 10, 2019, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, Belterra Park and Valley Forge became guarantors of the 6.875%6.375% Notes, the 6.375% Notes, the 6.000% Notes and the Credit Facility. The tables below present We have reclassified certain prior year amounts in the condensed consolidating balance sheets as of December 31, 2018 and 2017, the condensed consolidating statements of operations for the years ended December 31, 2018, 2017 and 2016 and the condensed consolidating statements of cash flows for the years ended December 31, 2018, 2017 and 2016. These tablescurrent year presentation to reflect the impactdesignation of the adoptionadditional restricted subsidiaries listed above as subsidiary guarantors. 103 Table of the Revenue Standard and Update 2016-18 (see Note 2, Summary of Significant Accounting Policies) and the segregation of the wholly owned subsidiary that is a guarantor for the 6.375% Notes and 6.875% Notes and a non-guarantor for the 6.000% Notes.Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Balance Sheets   December 31, 2018               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Assets                           Cash and cash equivalents $ 8,697   $ 184,544   $ —   $ 56,176   $ —   $ —   $ 249,417 Restricted cash —   12,989   —   10,796   —   —   23,785 Other current assets 15,636   77,846   191   33,067   —   (191 )   126,549 Property and equipment, net 117,642   2,332,685   —   265,737   —   —   2,716,064 Investments in subsidiaries 6,381,321   —   —   3,861   —   (6,385,182 )   — Intercompany receivable —   2,091,963   374,108   —   —   (2,466,071 )   — Other assets, net 33,513   29,395   —   48,844   —   —   111,752 Intangible assets, net —   816,369   —   650,301   —   —   1,466,670 Goodwill, net —   887,443   —   174,659   —   —   1,062,102 Total assets $ 6,556,809   $ 6,433,234   $ 374,299   $ 1,243,441   $ —   $ (8,851,444 )   $ 5,756,339                             Liabilities and Stockholders' Equity                           Current maturities of long-term debt $ 23,895   $ 86   $ —   $ 200   $ —   $ —   $ 24,181 Other current liabilities 160,262   202,025   —   82,904   —   329   445,520 Accumulated losses of subsidiaries in excess of investment —   9,459   —   —   —   (9,459 )   — Intercompany payable 1,509,857   —   —   956,457   —   (2,466,314 )   — Long-term debt, net of current maturities and debt issuance costs 3,896,699   318   —   58,102   —   —   3,955,119 Other long-term liabilities (179,645 )   379,356   900   (14,833 )   —   —   185,778                             Total stockholders' equity (deficit) 1,145,741   5,841,990   373,399   160,611   —   (6,376,000 )   1,145,741 Total liabilities and stockholders' equity $ 6,556,809   $ 6,433,234   $ 374,299   $ 1,243,441   $ —   $ (8,851,444 )   $ 5,756,339     December 31, 2019                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Assets                                                         Cash and cash equivalents   $ 3,007     $ 231,866   �� $ —     $ 15,104     $ —     $ —     $ 249,977   Restricted cash     —       12,668       —       7,803       —       —       20,471   Other current assets     24,164       100,219       55       4,608       —       —       129,046   Property and equipment, net     159,139       2,411,456       —       101,958       —       —       2,672,553   Investments in subsidiaries     3,718,900       47,759       —       —       —       (3,766,659 )     —   Intercompany receivable     1,031,342       —       59,116       —       —       (1,090,458 )     —   Operating leases right-of-use assets     23,229       886,463       —       26,478       —       —       936,170   Other long-term assets     20,662       22,636       —       48,452       —       —       91,750   Intangible assets, net     —       1,390,954       —       75,937       —       —       1,466,891   Goodwill, net     —       1,051,968       —       31,319       —       —       1,083,287   Total assets   $ 4,980,443     $ 6,155,989     $ 59,171     $ 311,659     $ —     $ (4,857,117 )   $ 6,650,145                                                             Liabilities and Stockholders' Equity                                                         Current maturities of long-term debt   $ 26,695     $ 299     $ —     $ —     $ —     $ —     $ 26,994   Other current liabilities     159,138       332,393       —       39,858       —       (1,490 )     529,899   Accumulated losses of subsidiaries in excess of investment     —       —       —       9,946       —       (9,946 )     —   Intercompany payable     —       104,697       —       984,298       —       (1,088,995 )     —   Long-term debt, net of current maturities and debt issuance costs     3,680,912       341       —       57,684       —       —       3,738,937   Operating lease liabilities, net of current portion     19,189       814,779       —       6,317       —       —       840,285   Other long-term liabilities     (170,733 )     420,775       900       (2,154 )     —       —       248,788                                                             Total stockholders' equity (deficit)     1,265,242       4,482,705       58,271       (784,290 )     —       (3,756,686 )     1,265,242   Total liabilities and stockholders' equity   $ 4,980,443     $ 6,155,989     $ 59,171     $ 311,659     $ —     $ (4,857,117 )   $ 6,650,145   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 104 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 Condensed Consolidating Balance Sheets - continued     December 31, 2018                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Assets                                                         Cash and cash equivalents   $ 8,697     $ 226,200     $ —     $ 14,520     $ —     $ —     $ 249,417   Restricted cash     —       13,703       —       10,082       —       —       23,785   Other current assets     15,636       108,069       191       2,844       —       (191 )     126,549   Property and equipment, net     117,642       2,505,987       —       92,435       —       —       2,716,064   Investments in subsidiaries     6,381,321       —       —       3,861       —       (6,385,182 )     —   Intercompany receivable     —       2,106,566       374,108       —       —       (2,480,674 )     —   Other long-term assets     33,513       30,002       —       48,237       —       —       111,752   Intangible assets, net     —       1,386,868       —       79,802       —       —       1,466,670   Goodwill, net     —       1,029,628       —       32,474       —       —       1,062,102   Total assets   $ 6,556,809     $ 7,407,023     $ 374,299     $ 284,255     $ —     $ (8,866,047 )   $ 5,756,339                                                             Liabilities and Stockholders' Equity                                                         Current maturities of long-term debt   $ 23,895     $ 286     $ —     $ —     $ —     $ —     $ 24,181   Other current liabilities     160,262       267,250       —       17,679       —       329       445,520   Accumulated losses of subsidiaries in excess of investment     —       9,459       —       —       —       (9,459 )     —   Intercompany payable     1,509,857       —       —       971,060       —       (2,480,917 )     —   Long-term debt, net of current maturities and debt issuance costs     3,896,699       736       —       57,684       —       —       3,955,119   Other long-term liabilities     (179,645 )     382,148       900       (17,625 )     —       —       185,778                                                             Total stockholders' equity (deficit)     1,145,741       6,747,144       373,399       (744,543 )     —       (6,376,000 )     1,145,741   Total liabilities and stockholders' equity   $ 6,556,809     $ 7,407,023     $ 374,299     $ 284,255     $ —     $ (8,866,047 )   $ 5,756,339   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 105 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Balance Sheets - continued   December 31, 2017               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Assets                           Cash and cash equivalents $ 347   $ 199,574   $ —   $ 3,183   $ —   $ —   $ 203,104 Restricted cash —   14,389   —   9,786   —   —   24,175 Other current assets 78,226   20,687   234   2,782   —   (545 )   101,384 Property and equipment, net 88,464   2,424,361   —   26,961   —   —   2,539,786 Investments in subsidiaries 4,913,592   —   —   18,097   —   (4,931,689 )   — Intercompany receivable —   1,560,841   373,718   —   —   (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 $ 5,095,354   $ 5,959,550   $ 373,952   $ 123,867   $ —   $ (6,866,793 )   $ 4,685,930                             Liabilities and Stockholders' Equity                           Current maturities of long-term debt $ 23,895   $ 86   $ —   $ —   $ —   $ —   $ 23,981 Other current liabilities 130,030   212,146   —   19,578   —   (264 )   361,490 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 )   256,584   900   (10,428 )   —   —   151,333                           Total stockholders' equity (deficit) 1,097,227   5,417,186   373,052   (931,397 )   —   (4,858,841 )   1,097,227 Total liabilities and stockholders' equity $ 5,095,354   $ 5,959,550   $ 373,952   $ 123,867   $ —   $ (6,866,793 )   $ 4,685,930 Statements of Operations     Year Ended December 31, 2019                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Total revenues   $ 84,144     $ 3,258,013     $ —     $ 86,053     $ —     $ (102,091 )   $ 3,326,119   Operating costs and expenses                                                         Operating     —       1,664,496       —       71,721       —       —       1,736,217   Selling, general and administrative     —       449,422       —       10,161       —       —       459,583   Master lease rent expense     —       97,723       —       —       —       —       97,723   Maintenance and utilities     —       153,324       —       1,349       —       —       154,673   Depreciation and amortization     39,490       224,612       —       12,467       —       —       276,569   Corporate expense     100,919       673       —       3,547       —       —       105,139   Project development, preopening and writedowns     6,557       6,128       —       9,043       —       —       21,728   Other operating items, net     1,895       24       —       —       —       —       1,919   Intercompany expenses     203       101,888       —       —       —       (102,091 )     —   Total operating costs and expenses     149,064       2,698,290       —       108,288       —       (102,091 )     2,853,551   Equity in earnings (losses) of subsidiaries     438,736       (757 )     —       —       —       (437,979 )     —   Operating income (loss)     373,816       558,966       —       (22,235 )     —       (437,979 )     472,568   Other expense (income)                                                         Interest expense, net     227,757       1,381       —       6,469       —       —       235,607   Loss on early extinguishments and modifications of debt     34,949       —       —       —       —       —       34,949   Other, net     513       (564 )     —       (63 )     —       —       (114 ) Total other expense (income), net     263,219       817       —       6,406       —       —       270,442   Income (loss) from continuing operations before income taxes     110,597       558,149       —       (28,641 )     —       (437,979 )     202,126   Income tax benefit (provision)     47,039       (95,948 )     —       4,419       —       —       (44,490 ) Net income (loss)   $ 157,636     $ 462,201     $ —     $ (24,222 )   $ —     $ (437,979 )   $ 157,636   Comprehensive income (loss)   $ 158,171     $ 462,736     $ —     $ (24,222 )   $ —     $ (438,514 )   $ 158,171   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 106 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Statements of Operations   Year Ended December 31, 2018               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Total revenues $ 83,508   $ 2,397,465   $ —   $ 247,936   $ —   $ (102,179 )   $ 2,626,730 Operating costs and expenses                           Operating —   1,212,216   —   159,163   —   —   1,371,379 Selling, general and administrative 13   335,630   —   33,681   —   (11 )   369,313 Master lease rent expense —   —   —   20,682   —   —   20,682 Maintenance and utilities —   116,651   —   10,376   —   —   127,027 Depreciation and amortization 19,052   189,549   —   21,378   —   —   229,979 Corporate expense 100,844   403   —   2,954   —   —   104,201 Project development, preopening and writedowns 31,514   2,733   —   11,451   —   —   45,698 Impairments of assets 993   —   —   —   —   —   993 Other operating items, net 58   2,116   —   —   —   —   2,174 Intercompany expenses 203   101,965   —   —   —   (102,168 )   — Total operating costs and expenses 152,677   1,961,263   —   259,685   —   (102,179 )   2,271,446 Equity in earnings (losses) of subsidiaries 311,701   (1,352 )   —   —   —   (310,349 )   — Operating income (loss) 242,532   434,850   —   (11,749 )   —   (310,349 )   355,284 Other expense (income)                           Interest expense, net 174,299   1,183   —   24,985   —   —   200,467 Loss on early extinguishments and modifications of debt 61   —   —   —   —   —   61 Other, net 161   (371 )   —   (66 )   —   —   (276 ) Total other expense, net 174,521   812   —   24,919   —   —   200,252 Income (loss) from continuing operations before income taxes 68,011   434,038   —   (36,668 )   —   (310,349 )   155,032 Income taxes benefit (provision) 47,037   (94,617 )   —   7,249   —   —   (40,331 ) Income (loss) from continuing operations, net of tax 115,048   339,421   —   (29,419 )   —   (310,349 )   114,701 Income from discontinued operations, net of tax —   —   347   —   —   —   347 Net income (loss) $ 115,048   $ 339,421   $ 347   $ (29,419 )   $ —   $ (310,349 )   $ 115,048 Comprehensive income (loss) $ 113,853   $ 338,226   $ 347   $ (29,419 )   $ —   $ (309,154 )   $ 113,853 - continued     Year Ended December 31, 2018                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Total revenues   $ 83,508     $ 2,579,317     $ —     $ 66,084     $ —     $ (102,179 )   $ 2,626,730   Operating costs and expenses                                                         Operating     —       1,313,823       —       57,556       —       —       1,371,379   Selling, general and administrative     13       360,089       —       9,222       —       (11 )     369,313   Master lease rent expense     —       20,682       —       —       —       —       20,682   Maintenance and utilities     —       125,667       —       1,360       —       —       127,027   Depreciation and amortization     19,052       203,570       —       7,357       —       —       229,979   Corporate expense     100,844       403       —       2,954       —       —       104,201   Project development, preopening and writedowns     31,514       4,043       —       10,141       —       —       45,698   Impairment of assets     993       —       —       —       —       —       993   Other operating items, net     58       2,116       —       —       —       —       2,174   Intercompany expenses     203       101,965       —       —       —       (102,168 )     —   Total operating costs and expenses     152,677       2,132,358       —       88,590       —       (102,179 )     2,271,446   Equity in earnings (losses) of subsidiaries     311,701       (1,352 )     —       —       —       (310,349 )     —   Operating income (loss)     242,532       445,607       —       (22,506 )     —       (310,349 )     355,284   Other expense (income)                                                         Interest expense, net     174,299       1,192       —       24,976       —       —       200,467   Loss on early extinguishments and modifications of debt     61       —       —       —       —       —       61   Other, net     161       (371 )     —       (66 )     —       —       (276 ) Total other expense (income), net     174,521       821       —       24,910       —       —       200,252   Income (loss) from continuing operations before income taxes     68,011       444,786       —       (47,416 )     —       (310,349 )     155,032   Income tax benefit (provision)     47,037       (97,358 )     —       9,990       —       —       (40,331 ) Income (loss) from continuing operations, net of tax     115,048       347,428       —       (37,426 )     —       (310,349 )     114,701   Income (loss) from discontinued operations, net of tax     —       —       347       —       —       —       347   Net income (loss)   $ 115,048     $ 347,428     $ 347     $ (37,426 )   $ —     $ (310,349 )   $ 115,048   Comprehensive income (loss)   $ 113,853     $ 346,233     $ 347     $ (37,426 )   $ —     $ (309,154 )   $ 113,853   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 107 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Statements of Operations - continued   Year Ended December 31, 2017               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Total revenues $ 73,292   $ 2,377,514   $ —   $ 42,670   $ —   $ (92,657 )   $ 2,400,819 Operating costs and expenses                           Operating —   1,225,765   —   38,156   —   —   1,263,921 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   2,758   154   3,736   —   —   14,454 Impairments of assets 600   1   —   (1,027 )   —   —   (426 ) Asset transactions costs 725   1,175   —   —   —   —   1,900 Other operating items, net 1,204   91,411   —   —   —   (92,615 )   — Total operating costs and expenses 107,782   1,986,166   154   55,573   —   (92,657 )   2,057,018 Equity in earnings (losses) of subsidiaries 330,711   (1,374 )   —   —   —   (329,337 )   — Operating income (loss) 296,221   389,974   (154 )   (12,903 )   —   (329,337 )   343,801 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 (income), net 171,556   1,177   —   (45 )   —   —   172,688 Income (loss) from continuing operations before income taxes 124,665   388,797   (154 )   (12,858 )   —   (329,337 )   171,113 Income taxes benefit (provision) 64,725   (73,426 )   —   5,586   —   —   (3,115 ) Income (loss) from continuing operations, net of tax 189,390   315,371   (154 )   (7,272 )   —   (329,337 )   167,998 Income from discontinued operations, net of tax —   —   21,392   —   —   —   21,392 Net income (loss) $ 189,390   $ 315,371   $ 21,238   $ (7,272 )   $ —   $ (329,337 )   $ 189,390 Comprehensive income (loss) $ 189,823   $ 315,804   $ 21,238   $ (7,272 )   $ —   $ (329,770 )   $ 189,823     Year Ended December 31, 2017                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Total revenues   $ 73,292     $ 2,377,514     $ —     $ 42,670     $ —     $ (92,657 )   $ 2,400,819   Operating costs and expenses                                                         Operating     —       1,225,765       —       38,156       —       —       1,263,921   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       2,758       154       3,736       —       —       14,454   Impairment 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       1,986,166       154       55,573       —       (92,657 )     2,057,018   Equity in earnings (losses) of subsidiaries     330,711       (1,374 )     —       —       —       (329,337 )     —   Operating income (loss)     296,221       389,974       (154 )     (12,903 )     —       (329,337 )     343,801   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 (income), net     171,556       1,177       —       (45 )     —       —       172,688   Income (loss) from continuing operations before income taxes     124,665       388,797       (154 )     (12,858 )     —       (329,337 )     171,113   Income tax benefit (provision)     64,725       (73,426 )     —       5,586       —       —       (3,115 ) Income (loss) from continuing operations, net of tax     189,390       315,371       (154 )     (7,272 )     —       (329,337 )     167,998   Income (loss) from discontinued operations, net of tax     —       —       21,392       —       —       —       21,392   Net income (loss)   $ 189,390     $ 315,371     $ 21,238     $ (7,272 )   $ —     $ (329,337 )   $ 189,390   Comprehensive income (loss)   $ 189,823     $ 315,804     $ 21,238     $ (7,272 )   $ —     $ (329,770 )   $ 189,823   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 108 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Statements of Operations - continued   Year Ended December 31, 2016               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Total revenues $ 121,939   $ 2,176,788   $ —   $ 43,867   $ —   $ (143,335 )   $ 2,199,259 Operating costs and expenses                           Operating 1,200   1,148,170   —   37,615   —   —   1,186,985 Selling, general and administrative 49,938   265,735   —   6,584   —   2   322,259 Maintenance and utilities —   98,741   —   1,279   —   —   100,020 Depreciation and amortization 8,767   183,524   7   3,928   —   —   196,226 Corporate expense 66,703   1,621   117   4,227   —   —   72,668 Project development, preopening and writedowns 18,079   (3,933 )   641   7,320   —   —   22,107 Impairments of assets 1,440   36,862   —   —   —   —   38,302 Other operating items, net 181   103   —   —   —   —   284 Intercompany expenses 1,205   140,291   380   1,461   —   (143,337 )   — Total operating costs and expenses 147,513   1,871,114   1,145   62,414   —   (143,335 )   1,938,851 Equity in earnings of subsidiaries 445,130   (2,039 )   —   —   —   (443,091 )   — Operating income (loss) 419,556   303,635   (1,145 )   (18,547 )   —   (443,091 )   260,408 Other expense (income)                           Interest expense, net 157,923   46,357   5,426   25   —   —   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 (income), net 186,280   60,982   5,426   (48 )   —   —   252,640 Income (loss) from continuing operations before income taxes 233,276   242,653   (6,571 )   (18,499 )   —   (443,091 )   7,768 Income taxes benefit 186,955   10,935   1,917   126   —   —   199,933 Income (loss) from continuing operations, net of tax 420,231   253,588   (4,654 )   (18,373 )   —   (443,091 )   207,701 Income from discontinued operations, net of tax —   (899 )   213,429   —   —   —   212,530 Net income (loss) $ 420,231   $ 252,689   $ 208,775   $ (18,373 )   $ —   $ (443,091 )   $ 420,231 Comprehensive income (loss) $ 419,932   $ 252,390   $ 208,775   $ (18,373 )   $ —   $ (442,792 )   $ 419,932 Cash Flows     Year Ended December 31, 2019                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Cash flows from operating activities                                                         Net cash from operating activities   $ 2,992,943     $ (2,114,670 )   $ (314,992 )   $ (12,583 )   $ —     $ (1,706 )   $ 548,992   Cash flows from investing activities                                                         Capital expenditures     (129,678 )     (76,274 )     —       (1,685 )     —       —       (207,637 ) Cash paid for acquisition, net of cash received     (5,535 )     —       —       —       —       —       (5,535 ) Net activity with affiliates     —       2,211,263       314,992       —       —       (2,526,255 )     —   Distributions from subsidiary     9,000       —       —       —       —       (9,000 )     —   Other investing activities     (11,471 )     (6,788 )     —       —       —       —       (18,259 ) Net cash from investing activities     (137,684 )     2,128,201       314,992       (1,685 )     —       (2,535,255 )     (231,431 ) Cash flows from financing activities                                                         Borrowings under bank credit facility     1,666,329       —       —       —       —       —       1,666,329   Payments under bank credit facility     (2,132,024 )     —       —       —       —       —       (2,132,024 ) Proceeds from issuance of senior notes     1,000,000       —       —       —       —       —       1,000,000   Retirements of senior notes     (750,000 )     —       —       —       —       —       (750,000 ) Premium and consent fees     (25,785 )     —       —       —       —       —       (25,785 ) Debt financing costs, net     (15,500 )     —       —       —       —       —       (15,500 ) Net activity with affiliates     (2,541,199 )     —       —       13,238       —       2,527,961       —   Distributions to parent     —       (8,335 )     —       (665 )     —       9,000       —   Share-based compensation activities, net     (5,776 )     —       —       —       —       —       (5,776 ) Shares repurchased and retired     (28,045 )     —       —       —       —       —       (28,045 ) Dividends paid     (28,949 )     —       —       —       —       —       (28,949 ) Other financing activities     —       (565 )     —       —       —       —       (565 ) Net cash from financing activities     (2,860,949 )     (8,900 )     —       12,573       —       2,536,961       (320,315 ) Change in cash, cash equivalents and restricted cash     (5,690 )     4,631       —       (1,695 )     —       —       (2,754 ) Cash, cash equivalents and restricted cash, beginning of period     8,697       239,903       —       24,602       —       —       273,202   Cash, cash equivalents and restricted cash, end of period   $ 3,007     $ 244,534     $ —     $ 22,907     $ —     $ —     $ 270,448   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 109 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Statements of Cash Flows   Year Ended December 31, 2018               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Cash flows from operating activities                           Net cash from operating activities $ (323,948 )   $ 570,538   $ (92 )   $ 187,785   $ —   $ 244   $ 434,527 Cash flows from investing activities                           Capital expenditures (95,576 )   (47,771 )   —   (18,197 )   —   —   (161,544 ) Cash paid for acquisitions, net of cash received (934,073 )   —   —   —   —   —   (934,073 ) Net activity with affiliates —   (531,122 )   (390 )   —   —   531,512   — Distributions from subsidiary 7,975   —   —   —   —   (7,975 )   — Advances pursuant to development agreement —   —   —   —   —   —   — Other investing activities (13,860 )   —   —   (25,850 )   —   —   (39,710 ) Net cash from investing activities (1,035,534 )   (578,893 )   (390 )   (44,047 )   —   523,537   (1,135,327 ) Cash flows from financing activities                           Borrowings under bank credit facility 1,114,600   —   —   —   —   —   1,114,600 Payments under bank credit facility (964,322 )   —   —   —   —   —   (964,322 ) Proceeds from issuance of senior notes 700,000   —   —   —   —   —   700,000 Debt financing costs, net (14,215 )   —   —   —   —   —   (14,215 ) Net activity with affiliates 621,413   —   —   (89,657 )   —   (531,756 )   — Distributions to parent —   (7,975 )   —   —   —   7,975   — Share-based compensation activities, net (5,344 )   —   —   —   —   —   (5,344 ) Shares repurchased and retired (59,570 )   —   —   —   —   —   (59,570 ) Dividends paid (24,730 )   —   —   —   —   —   (24,730 ) Other financing activities —   (100 )   —   (78 )   —   —   (178 ) Net cash from financing activities 1,367,832   (8,075 )   —   (89,735 )   —   (523,781 )   746,241 Cash flows from discontinued operations                           Cash flows from operating activities —   —   —   —   —   —   — Cash flows from investing activities —   —   482   —   —   —   482 Cash flows from financing activities —   —   —   —   —   —   — Net cash from discontinued operations —   —   482   —   —   —   482 Net change in cash, cash equivalents and restricted cash 8,350   (16,430 )   —   54,003   —   —   45,923 Cash, cash equivalents and restricted cash, beginning of period 347   213,963   —   12,969   —   —   227,279 Cash, cash equivalents and restricted cash, end of period $ 8,697   $ 197,533   $ —   $ 66,972   $ —   $ —   $ 273,202 *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes. BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 Condensed Consolidating Statements of Cash Flows - continued   Year Ended December 31, 2017               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Cash flows from operating activities                           Net cash from operating activities $ (82,632 )   $ 532,515   $ (12,907 )   $ (15,628 )   $ 254   $ 949   $ 422,551 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 —   (420,716 )   (22,826 )   —   —   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 )   (507,600 )   (22,826 )   (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, cash equivalents and restricted cash (865 )   14,353   —   3,441   —   —   16,929 Cash, cash equivalents and restricted cash, beginning of period 1,212   199,610   —   9,528   —   —   210,350 Cash, cash equivalents and restricted cash, end of period $ 347   $ 213,963   $ —   $ 12,969   $ —   $ —   $ 227,279     Year Ended December 31, 2018                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Cash flows from operating activities                                                         Net cash from operating activities   $ (323,948 )   $ 660,683     $ (92 )   $ 97,640     $ —     $ 244     $ 434,527   Cash flows from investing activities                                                         Capital expenditures     (95,576 )     (65,015 )     —       (953 )     —       —       (161,544 ) Cash paid for acquisition, net of cash received     (934,073 )     —       —       —       —       —       (934,073 ) Net activity with affiliates     —       (545,725 )     (390 )     —       —       546,115       —   Distributions from subsidiary     7,975       —       —       —       —       (7,975 )     —   Other investing activities     (13,860 )     (15,850 )     —       (10,000 )     —       —       (39,710 ) Net cash from investing activities     (1,035,534 )     (626,590 )     (390 )     (10,953 )     —       538,140       (1,135,327 ) Cash flows from financing activities                                                         Borrowings under bank credit facility     1,114,600       —       —       —       —       —       1,114,600   Payments under bank credit facility     (964,322 )     —       —       —       —       —       (964,322 ) Proceeds from issuance of senior notes     700,000       —       —       —       —       —       700,000   Debt financing costs, net     (14,215 )     —       —       —       —       —       (14,215 ) Net activity with affiliates     621,413       —       —       (75,054 )     —       (546,359 )     —   Distributions to parent     —       (7,975 )             —       —       7,975       —   Share-based compensation activities, net     (5,344 )     —       —       —       —       —       (5,344 ) Shares repurchased and retired     (59,570 )     —       —       —       —       —       (59,570 ) Dividends paid     (24,730 )     —       —       —       —       —       (24,730 ) Other financing activities     —       (178 )     —       —       —       —       (178 ) Net cash from financing activities     1,367,832       (8,153 )     —       (75,054 )     —       (538,384 )     746,241   Cash Flows from Discontinued Operations                                                         Cash flows from operating activities     —       —       —       —       —       —       —   Cash flows from investing activities     —       —       482       —       —       —       482   Cash flows from financing activities     —       —       —       —       —       —       —   Net cash provided by discontinued operations     —       —       482       —       —       —       482   Change in cash, cash equivalents and restricted cash     8,350       25,940       —       11,633       —       —       45,923   Cash, cash equivalents and restricted cash, beginning of period     347       213,963       —       12,969       —       —       227,279   Cash, cash equivalents and restricted cash, end of period   $ 8,697     $ 239,903     $ —     $ 24,602     $ —     $ —     $ 273,202   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 110 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 2016 2017 Condensed Consolidating Statements of Cash Flows - continued   Year Ended December 31, 2016               Non-   Non-                       Guarantor   Guarantor                   Subsidiary   Subsidiaries   Subsidiaries               Guarantor   (100%   (100%   (Not 100%         (In thousands) Parent   Subsidiaries   Owned)*   Owned)   Owned)   Eliminations   Consolidated Cash flows from operating activities                           Net cash from operating activities $ (86,502 )   $ 502,815   $ (122,012 )   $ 7,234   $ —   $ (1,196 )   $ 300,339 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 —   659,549   (448,249 )   —   —   (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 )   550,244   (448,249 )   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 ) Payments on retirements of long-term debt (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, cash equivalents and restricted cash 1,210   31,309   —   201   (221 )   —   32,499 Cash, cash equivalents and restricted cash, beginning of period 2   168,301   —   9,327   221   —   177,851 Cash, cash equivalents and restricted cash, end of period $ 1,212   $ 199,610   $ —   $ 9,528   $ —   $ —   $ 210,350     Year Ended December 31, 2017                               Non-     Non-                                               Guarantor     Guarantor                                       Subsidiary     Subsidiaries     Subsidiaries                               Guarantor     (100%     (100%     (Not 100%                   (In thousands)   Parent     Subsidiaries     Owned)*     Owned)     Owned)     Eliminations     Consolidated   Cash flows from operating activities                                                         Net cash from operating activities   $ (82,632 )   $ 532,515     $ (12,907 )   $ (15,628 )   $ 254     $ 949     $ 422,551   Cash flows from investing activities                                                         Capital expenditures     (102,277 )     (87,590 )     —       (597 )     —       —       (190,464 ) Cash paid for acquisition, net of cash received     (1,153 )     —       —       —       —       —       (1,153 ) Net activity with affiliates     —       (420,716 )     (22,826 )     —       —       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 )     (507,600 )     (22,826 )     (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 provided by discontinued operations     —       —       35,733       —       —       —       35,733   Change in cash, cash equivalents and restricted cash     (865 )     14,353       —       3,441       —       —       16,929   Cash, cash equivalents and restricted cash, beginning of period     1,212       199,610       —       9,528       —       —       210,350   Cash, cash equivalents and restricted cash, end of period   $ 347     $ 213,963     $ —     $ 12,969     $ —     $ —     $ 227,279   *Subsidiary is a 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes. 111 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 NOTE 16.17.     RELATED PARTY TRANSACTIONS Boyd Percentage Ownership William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of our outstanding shares of common stock as of December 31, 2018.2019. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2019, 2018 2017 and 2016,2017, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.   NOTE 17.18.    SUBSEQUENT EVENTS We have evaluated all events or transactions that occurred after December 31, 2018.2019. During this period, up to the filing date, we did not identify any subsequent events, other than the payment of the cash dividend disclosed in Note 10, Stockholder's11,Stockholders' Equity and Stock Incentive Plansand the addition of the guarantors to the Notes disclosed in Note 15, Condensed Consolidating Financial Information, the effects of which would require disclosure or adjustment to our financial position or results of operations. 112 Table of Contents ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31, 2018. 2019. ITEM 9A.    Controls and Procedures As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that due to the identification of the material weakness in our internal control over financial reporting as further described below, our disclosure controls and procedures were not effective at a reasonable assurance level as of the end of the period covered by this Report. Notwithstanding Pursuant to Section 404 of the material weaknessSarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Our independent registered public accounting firm also reported on the effectiveness of our internal controls over financial reporting. Management's report and the independent registered public accounting firm's attestation report are located below. There has been no change in our internal control over financial reporting the consolidatedthat occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America. reporting. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2018,2019, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the Internal Control-Integrated Framework (2013). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication and (v) monitoring. Based on thisour evaluation under the framework set forth in Internal Control - Integrated Framework, our management concluded that we did not maintain effectiveour internal control over financial reporting was effective as of December 31, 2018. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement2019, the end of our financial statements will not be prevented or detected on a timely basis. Management identified a material weakness related to the granting of access to system capabilities to authorized users within the general ledger system. Specifically, we did not design and maintain effective controls over user roles, which define the actions an individual user can perform within the system. As a result, there is a lack of segregation of duties as certain accounting personnel have the ability to both prepare and post journal entries. During their fourth quarter of 2018 evaluation, management concluded that we did not select and develop control activities that contributed to the mitigation of risks to acceptable levels, as required by the control activities component of the COSO framework, including the appropriate segregation of duties resulting in deficiencies in the review and approval of journal entries and account reconciliations. The failure to maintain appropriate segregation of duties has a pervasive impact and as such, this deficiency resulted in a risk that could have impacted virtually all financial statement account balances and disclosures. Management also determined that this material weakness may have existed in previous periods. The material weakness did not result in any identified misstatements to our financial statements, and there were no changes to previously released financial results. On June 1, 2018, we completed the acquisition of Lattner pursuant to the Lattner Merger Agreement. On September 17, 2018, we completed the acquisition of Valley Forge pursuant to the Valley Forge Merger Agreement. On October 15, 2018, we completed the acquisition of Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park pursuant to the Pinnacle Purchase Agreement. Accordingly, the acquired assets and liabilities of these entities are included in our consolidated balance sheet as of December 31, 2018 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows for the year ended December 31, 2018 from the respective dates of acquisition. However, we have elected to exclude Lattner, Valley Forge, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park from the scope of our annual report on internal control over financial reporting as of December 31, 2018. The combined financial position of the acquired companies represented approximately 19.9% of our total assets at December 31, 2018, and their combined results of operations increased our total revenues by 7.9% and increased our operating income by 3.5% during the year ended December 31, 2018. most recent fiscal year. Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2018,2019, which report follows below. 113 Changes in Internal Control over Financial Reporting Except for the identified material weakness, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2018 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. Remediation Efforts to Address the Material Weakness We are committed to maintaining a strong internal control environment and will make remediation efforts to improve our controls. With the oversightTable of senior management, subsequent to December 31, 2018, a plan to remediate the underlying cause of the material weakness and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls has been developed and is being implemented. We expect that the remediation of the material weakness will be completed prior to the end of second quarter 2019.Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Boyd Gaming Corporation and Subsidiaries: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2018,2019, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 20182019, of the Company and our report dated March 1, 2019February 27, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating toregarding the Company’s adoption of ASC 2014-09, Revenue from Contracts with Customers,ASU 2016-02, Leases, and related amendments, as well as ASU 2016-18, Statement of Cash Flows: Restricted Cash. As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Lattner, Valley Forge, and the Pinnacle Properties (Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, and Belterra Park), which were acquired on June 1, 2018, September 17, 2018, and October 15, 2018, respectively, and whose combined financial statements constitute approximately 19.9% of total assets, 7.9% of revenues, and 3.5% of operating income of the consolidated financial statement amounts as of and for the year ended December 31, 2018. Accordingly, our audit did not include the internal control over financial reporting at Lattner, Valley Forge, and the Pinnacle Properties (Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, and Belterra Park). amendments. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Material Weakness A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment: Management identified a material weakness related to the granting of access to system capabilities to authorized users within the general ledger system. Specifically, management did not design and maintain effective controls over user roles, which define the actions an individual user can perform within the system. As a result, there is a lack of segregation of duties as certain accounting personnel have the ability to both prepare and post journal entries. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2018 of the Company, and this report does not affect our report on such financial statements. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada February 27, 2020 114 March 1, 2019Table of Contents ITEM 9B.    Other Information None Effective as of February 13, 2020, the Board of Directors amended and restated the Company's Bylaws to revise the name of the "Compensation and Stock Options Committee" to the "Compensation Committee." PART III ITEM 10.    Directors, Executive Officers and Corporate Governance Information required by this item regarding the members of our board of directors and our audit committee, including our audit committee financial experts, is set forth under the captions Board Committees - Audit Committee, Director Nominees, and Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports in our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders and is incorporated herein by reference. The following table sets forth the non-director executive officers of Boyd Gaming Corporation as of March 1, 2019: February 27, 2020: Name   Age   Position Brian A. Larson Josh Hirsberg   63 58   Executive Vice President, Secretary and General Counsel Josh Hirsberg 57 Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Theodore A. Bogich   64 65   Executive Vice President, Operations Stephen S. Thompson   59 60   Executive Vice President, Operations Anthony D. McDuffie   58 59   Vice President and Chief Accounting Officer (Principal Accounting Officer) Brian A. Larson has served as our Executive Vice President and General Counsel since January 1, 2008 and as our Secretary since February 2001. Mr. Larson became our Senior Vice President and General Counsel in January 1998. He became our Associate General Counsel in March 1993 and Vice President-Development in June 1993. Josh Hirsberg joined the Company as our Senior Vice President, Chief Financial Officer and Treasurer effective January 1, 2008 and was promoted to Executive Vice President effective January 13, 2016. Prior to his position with the Company, Mr. Hirsberg served as the Chief Financial Officer for EdgeStar Partners, a Las Vegas-based resort development concern. He previously held several senior-level finance positions in the gaming industry, including Vice President and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment. Theodore A. Bogich was appointed an Executive Vice President, Operations on January 13, 2016. Mr. Bogich joined Boyd Gaming in 2004 as Vice President and General Manager of Sam’s Town Tunica, and was named Vice President and General Manager of Blue Chip Casino Hotel in Michigan City, Indiana, in 2007. He was promoted to Senior Vice President, Operations in 2012. Stephen S. Thompson was appointed an Executive Vice President, Operations on January 13, 2016. Prior to his being appointed this position, Mr. Thompson served in numerous senior executive positions with Boyd Gaming since joining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004. Anthony D. McDuffie has served as our Vice President and Chief Accounting Officer since March 2013. Prior to being appointed Vice President and Chief Accounting Officer, Mr. McDuffie, served as the Company's Director, Accounting Policy & Reporting, since October 2012. Mr. McDuffie previously served in senior-level financial accounting positions with several public companies, including Vice President, Finance and Controller of Pinnacle Airlines Corp. and as Controller and Chief Accounting Officer of Caesars Entertainment Corporation. Code of Ethics. We have adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to each of our directors, executive officers and employees. Our Code of Ethics is posted on our website at www.boydgaming.com. Any waivers or amendments to our Code of Ethics will be posted on our website. ITEM 11.    Executive Compensation The information required by this item is set forth under the captions Executive Officer and Director Compensation, Compensation and Stock Option Committee Interlocks and Insider Participation, and Compensation and Stock Option Committee Report in our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is set forth under the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 13.    Certain Relationships and Related Transactions, and Director Independence The information required by this item is set forth under the captions Transactions with Related Persons and Director Independence in our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 14.    Principal Accounting Fees and Services Information about principal accounting fees and services, as well as the audit committee's pre-approval policies appears under the captions Audit and Non-Audit Fees and Audit Committee Pre-Approval of Audit and Non-Audit Services in our Definitive Proxy Statement to be filed in connection with our 20192020 Annual Meeting of Stockholders and is incorporated herein by reference. 115 Table of Contents PART IV ITEM 15.    Exhibits, Financial Statement Schedules 1. 1. Financial Statements Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below: Page No. Page No. Report of Independent Registered Public Accounting Firm 52 53 Consolidated Balance Sheets at December 31, 20182019 and 20172018 53 55 Consolidated Statements of Operations for the years ended December 31, 2019, 2018 2017 and 20162017 54 56 Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 2017 and 20162017 55 57 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2019, 2018 2017 and 20162017 56 58 Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 2017 and 20162017 57 59 Notes to Consolidated Financial Statements 59 61 2. 2. Financial Statement Schedules All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report. 3. Exhibit List Exhibit 3. Number Exhibit List Exhibit Number Description of Exhibit Method of Filing 2.1† Agreement and Plan of Merger entered into as of April 21, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC. Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 2.2† Membership Interest Purchase Agreement entered into as of April 25, 2016, by and among Boyd Gaming Corporation, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, and Cannery Casino Resorts, LLC. Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 2.3† Equity Purchase Agreement entered into as of May 31, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation. Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2016. 2.4 2.2 First amendment to Equity Purchase Agreement entered into as of July 19, 2016, by and among MGM Resorts International, Boyd Atlantic City, Inc., and Boyd Gaming Corporation. Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on August 5, 2016. 116 Table of Contents Exhibit Number Description of Exhibit Method of Filing           2.5 2.3† First Amendment to Agreement and Plan of Merger, dated as of September 26, 2016, by and among Boyd Gaming Corporation, Boyd TCII Acquisition, LLC, and ALST Casino Holdco, LLC. Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on September 27, 2016. Exhibit Number Description of Exhibit Method of Filing 2.6 First Amendment to Membership Interest Purchase Agreement, dated October 28, 2016, by and among Boyd Gaming Corporation, Cannery Casino Resorts, LLC, the Cannery Hotel and Casino, LLC, and Nevada Palace, LLC. Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on November 3, 2016. 2.7† Membership Interest Purchase Agreement, made and entered into on December 17, 2017, by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., and, solely following the execution and delivery of a joinder to the Purchase Agreement, Pinnacle Entertainment, Inc. and Pinnacle MLS, LLC. Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2017. 2.8† 2.4† Master Lease Commitment and Rent Allocation Agreement, made and entered into as of December 17, 2017, by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., Gaming and Leisure Properties, Inc., and Gold Merger Sub, LLC. Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on December 20, 2017. 2.9† 2.5† Agreement and Plan of Merger, made and entered into on December 20, 2017, by and among Boyd Gaming Corporation, Boyd TCV, LP, a wholly owned subsidiary of Boyd, Valley Forge Convention Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 22, 2017. 2.10† 2.6† Agreement and Plan of Merger, made and entered into on May 1, 2018, by and among the Company, Boyd TCVI Acquisition, LLC, Lattner Entertainment Group Illinois, LLC, and Lattner Capital, LLC, solely in its capacity as the Representative. Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 3, 2018. 2.11† 2.7† First Amendment to Agreement and Plan of Merger, dated as of September 17, 2018, by and among Boyd Gaming Corporation, Boyd TCV, LP, Valley Forge Convention Center Partners, L.P. and VFCCP SR LLC. Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K filed September 20, 2018. 2.12† 2.8† Amendment No. 1 to Membership Interest Purchase Agreement, dated as of December 17, 2017, by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., and solely following the execution and delivery of a joinder to the Purchase Agreement, Pinnacle Entertainment, Inc., and Pinnacle MLS, LLC. Incorporated by reference to Exhibit 2.11 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 26, 2018. 2.13† 2.9† Amendment No. 2 to Membership Interest Purchase Agreement, dated October 15, 2018, by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., and, solely following the execution and delivery of a joinder to the Purchase Agreement, Pinnacle Entertainment, Inc. and Pinnacle MLS, LLC. Incorporated by reference to Exhibit 2.3 of the Registrant’s Current Report on Form 8-K filed October 18, 2018. 2.14† 2.10† Purchase Agreement, dated December 17, 2017, by and between Penn National Gaming, Inc., Gold Merger Sub, LLC, PNK (Ohio), LLC and Pinnacle Entertainment, Inc. Incorporated by reference to Exhibit 2.4 of the Registrant’s Current Report on Form 8-K filed October 18, 2018. 117 Table of Contents Exhibit Number Exhibit Number Description of Exhibit Method of Filing 2.15† 2.11† Novation and Amendment Agreement, dated October 15, 2018, by and among Penn National Gaming, Inc., Gold Merger Sub, LLC, Boyd (Ohio) PropCo, LLC, PNK (Ohio), LLC and Pinnacle Entertainment, Inc. Incorporated by reference to Exhibit 2.5 of the Registrant’s Current Report on Form 8-K filed October 18, 2018. 3.1 Amended and Restated Articles of Incorporation of the RegistrantRegistrant.. Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. 3.2 Amended and Restated By-Laws of Boyd Gaming Corporation, effective Octobereffective February 13, 20 2016.20. Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the SEC on October 26, 2016. Filed electronically herewith. 4.1 Form of Indenture relating to senior debt securities Incorporated by reference to Exhibit 4.1 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015. 4.2 Form of Indenture relating to subordinated debt securities Incorporated by reference to Exhibit 4.2 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015. 4.3 Indenture governing the Company's 9.0% Senior Notes due 2020, dated as of June 8, 2012, among the Company, the Guarantors party thereto, and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 13, 2012. 4.4 First Supplemental Indenture, relating to the 9.0% Senior Notes due 2020, dated as of August 14, 2013 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee, to that certain Indenture dated as of June 8, 2012, among the Company, the Guarantors party thereto, and U.S. Bank National Association, as trustee. Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013. 4.5 Indenture governing Boyd Acquisition Sub, LLC's and Boyd Acquisition Finance Corp.'s 8.375% Senior Notes due 2018, dated August 16, 2012, by and among the Issuers and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed August 21, 2012. 4.6 Form of Indenture relating to senior debt securities between the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed May 8, 2015. 4.7 4.4 First Supplemental Indenture, the Company's 6.875% Senior Notes due 2023, dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee, to that certain Indenture dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed May 21, 2015. 4.8 4.5 Indenture governing the Company's 6.375% Senior Notes due 2026, dated March 28, 2016, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2016. 118 Table of Contents Exhibit Number Exhibit Number Description of Exhibit Method of Filing 4.9 4.6 Form of 6.375% Senior Note. Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on March 29, 2016. 4.10 4.7 Second Supplemental Indenture dated December 15, 2016 governing the Company's 6.875% Senior Notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 20, 2016. 4.11 4.8 First Supplemental Indenture dated December 15, 2016 governing the Company's 6.375% Senior Notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on December 20, 2016. 4.12 4.9 Third Supplemental Indenture dated March 7, 2017 governing the Company's 6.875% Senior Notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2017. 4.13 4.10 Second Supplemental Indenture dated March 7, 2017 governing the Company's 6.375% Senior Notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2017. 4.14 4.11 Indenture governing the Company’s 6.000% Senior Notes due 2026, dated June 25, 2018, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed June 25, 2018. 4.15 4.12 Form of 6.000% Senior Note due 2026, (included in Exhibit 4.1)4.11).. Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed June 25, 2018. 4.16 4.13 Registration Rights Agreement, dated June 25, 2018, by and among the Company, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the several initial purchasers. Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed June 25, 2018. 4.17 Fourth Supplemental Indenture dated January 10, 2019 governing the Company's 6.875% Senior Notes due 2023, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Filed electronically herewith. Incorporated by reference to Exhibit 4.17 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019. 4.18 4.14 Third Supplemental Indenture dated January 10, 2019 governing the Company's 6.375% Senior Notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Filed electronically herewith. Incorporated by reference to Exhibit 4.18 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019. 119 Table of Contents Exhibit Number Description of Exhibit Method of Filing           4.15 Exhibit Number Description of Exhibit Method of Filing 4.19 First Supplemental Indenture dated January 10, 2019 governing the Company’s 6.000% Senior Notes due 2026, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Filed electronically herewith. Incorporated by reference to Exhibit 4.19 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019.           10.14.16   Indenture governing the Company's 4.750% Senior Notes due 2027, dated December 3, 2019, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed December 3, 2019. 4.17 Form of 4.750% Senior Note due 2027, (included in Exhibit 4.16). Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed December 3, 2019. 4.18 Registration Rights Agreement, dated December 3, 2019, by and among the Company, the guarantors named therein and BofA Securities, Inc., on behalf of itself and as representative of the several initial purchasers. Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed December 3, 2019. 4.19 Description of Registrant's Securities Filed electronically herewith. 10.1 Ninety-Nine Year Lease dated June 30, 1954, by and among Fremont Hotel, Inc., and Charles L. Ronnow and J.L. Ronnow, and Alice Elizabeth Ronnow Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.2 Lease Agreement dated October 31, 1963, by and between Fremont Hotel, Inc. and Cora Edit Garehime Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.3 Lease Agreement dated December 31, 1963, by and among Fremont Hotel, Inc., Bank of Nevada and Leon H. Rockwell, Jr. Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.4 Lease Agreement dated June 7, 1971, by and among Anthony Antonacci, Margaret Fay Simon and Bank of Nevada, as Co-Trustees under Peter Albert Simon's Last Will and Testament, and related Assignment of Lease dated February 25, 1985 to Sam-Will, Inc. and Fremont Hotel, Inc. Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.5 Lease Agreement dated July 25, 1973, by and between CH&C and William Peccole, as Trustee of the Peter Peccole 1970 Trust Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995. 10.6 Lease Agreement dated July 1, 1974, by and among Fremont Hotel, Inc. and Bank of Nevada, Leon H. Rockwell, Jr. and Margorie Rockwell Riley Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.7 Ninety-Nine Year Lease, dated December 1, 1978, by and between Matthew Paratore, and George W. Morgan and LaRue Morgan, and related Lease Assignment dated November 10, 1987, to Sam-Will, Inc., d.b.a. Fremont Hotel and Casino Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 10.8 Form of Indemnification Agreement Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993. 10.9 401(k) Profit Sharing Plan and Trust Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. 120 Table of Contents Exhibit Number Description of Exhibit Method of Filing           10.10* Exhibit Number Description of Exhibit Method of Filing 10.10* 2000 Executive Management Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000). Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000. 10.11* Annual Incentive Plan Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002. 10.12* Form of Stock Option Award Agreement pursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. 10.13* Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. 10.14* The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 10.15* Amendment Number 1 to the Amended and Restated Deferred Compensation Plan Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 10.16* Amendment Number 2 to the Amended and Restated Deferred Compensation Plan Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 10.17* Amendment Number 3 to the Amended and Restated Deferred Compensation Plan Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 10.18* Amendment Number 4 to the Amended and Restated Deferred Compensation Plan Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 10.19* Form of Stock Option Award Agreement Under the Registrant's Directors' Non-Qualified Stock Option Plan Incorporated by reference to Exhibit 10.48 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. 10.20* Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008) Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008. 10.21* Amendment Number 5 to the Amended and Restated Deferred Compensation Plan Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005. 10.22* Amended and Restated 2000 Executive Management Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. 10.23* Amended and Restated 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. 121 Table of Contents Exhibit Number Description of Exhibit Method of Filing           10.24* Exhibit Number Description of Exhibit Method of Filing 10.24* Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. 10.25* Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006. 10.26* Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006. 10.27* Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. 10.28* Change in Control Severance Plan for Tier I, II and III Executives Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006. 10.29 Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011. 10.30 Offer to Purchase Real Estate, Acceptance and Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. 10.31 Closing Agreement, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. 10.32 Real Estate Ground Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society Incorporated by reference to Exhibit 10.3 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. 10.33 Minimum Assessment Agreement, dated October 1, 2007, among Diamond Jo, LLC, the City of Dubuque, Iowa and the City Assessor of the City of Dubuque, Iowa Incorporated by reference to Exhibit 10.63 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008. 10.34 Amended and Restated Port of Dubuque Public Parking Facility Development Agreement, dated October 1, 2007, between the City of Dubuque, Iowa and Diamond Jo, LLC Incorporated by reference to Exhibit 10.65 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008. 10.35 Lottery Gaming Facility Management Contract, dated October 19, 2010 Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Current Report on Form 8-K filed February 4, 2011. 10.36 Third Amended and Restated Credit Agreement dated as of August 14, 2013 among the Company certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender. Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 14, 2013. 122 Table of Contents Exhibit Number Description of Exhibit Method of Filing           10.38 Exhibit Number Description of Exhibit Method of Filing 10.38 Amendment No. 1 and Joinder Agreement, dated as of September 15, 2016, among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender. Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on September 19, 2016. 10.39   Joinder Agreement, dated as of August 2, 2018, among the Company, certain financial institutions and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed August 6, 2018. 10.40* 2012 Stock Incentive Plan (As amended and restated effective May 17, 2012) (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012). Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012. 10.41† Real Estate Ground Lease, dated September 22, 2006, as Amended between NP Land LLC and Nevada Palace, LLC Incorporated by reference to Exhibit 10.40 of the Registrant's Current Report on Form 10-K filed with the SEC on February 21, 2017. 10.42 Amendment No. 2 and Refinancing Amendment dated March 29, 2017, to the Third Amended and Restated Credit Agreement, dated as of August 14, 2013.   Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 31, 2017.           10.43 10.40 Joinder Agreement, dated as of August 2, 2018, among the Company, certain financial institutions and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed August 6, 2018. 10.41* 2012 Stock Incentive Plan (As amended and restated effective May 17, 2012) (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012). Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012. 10.42† Real Estate Ground Lease, dated September 22, 2006, as Amended between NP Land LLC and Nevada Palace, LLC Incorporated by reference to Exhibit 10.40 of the Registrant's Current Report on Form 10-K filed with the SEC on February 21, 2017. 10.43 Master Lease, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC. Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed October 18, 2018. 21.1 Subsidiaries of the Registrant. Filed electronically herewith. 23.1 Consent of Deloitte & Touche LLP. Filed electronically herewith. 24 Power of Attorney (included in Part IV to this Annual Report on Form 10-K). Filed electronically herewith. 31.1 Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a). Filed electronically herewith. 31.2 Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a). Filed electronically herewith. 32.1 Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350. Filed electronically herewith. 32.2 Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350. Filed electronically herewith. 99.1 Governmental Gaming Regulations Filed electronically herewith. 123 Table of Contents Exhibit Number Description of Exhibit Method of Filing           99.1 101 Governmental Gaming Regulations Filed electronically herewith. Exhibit Number Description of Exhibit Method of Filing 101 The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2018,2019, formatted in XBRL (eXtensibleiXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 20182019 and December 31, 2017;2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2018 2017 and 2016;2017; (iii) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2018;2019; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 2017 and 2016;2017; and (vi) Notes to Consolidated Financial Statements. *** Filed electronically herewith. 104   Filed electronically herewith.Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).  Filed electronically herewith. *     * Management contracts or compensatory plans or arrangements. **    Certain portions of this exhibit have been granted confidential treatment by the Securities and Exchange Commission. *** Certain portions of this exhibit have been granted confidential treatment by the Securities and Exchange Commission. *** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. † Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. ITEM 16.    Form 10-K Summary None 124 NoneTable of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2019. February 27, 2020. BOYD GAMING CORPORATION By: /s/ Anthony D. McDuffie Anthony D. McDuffie Vice President and Chief Accounting Officer (Principal Accounting Officer) 125 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith E. Smith, Josh Hirsberg and Anthony D. McDuffie, and each of them, his attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Title Date Signature Title Date /s/ WILLIAM S. BOYD Executive Chairman of the Board of Directors February 27, 2020 William S. Boyd /s/ MARIANNE BOYD JOHNSON Vice Chairman of the Board of Directors, February 27, 2020 Marianne Boyd Johnson Executive Vice President and Director /s/ KEITH E. SMITH President, Chief Executive Officer and Director February 27, 2020 Keith E. Smith (Principal Executive Officer) /s/ JOSH HIRSBERG Executive Vice President, Chief Financial Officer and Treasurer February 27, 2020 Josh Hirsberg (Principal Financial Officer) /s/ WILLIAM R. BOYD Vice President and Director February 27, 2020 William R. Boyd /s/ JOHN R. BAILEY Director February 27, 2020 John R. Bailey /s/ ROBERT L. BOUGHNER Director February 27, 2020 Robert L. Boughner /s/ RICHARD E. FLAHERTY Director February 27, 2020 Richard E. Flaherty /s/ CHRISTINE J. SPADAFOR Director February 27, 2020 Christine J. Spadafor /s/ A. RANDALL THOMAN   March 1, 2019Director February 27, 2020 William S. Boyd A. Randall Thoman                   /s/ MARIANNE BOYD JOHNSON Vice Chairman of the Board of Directors, March 1, 2019 Marianne Boyd Johnson Executive Vice President and Director /s/ KEITH E. SMITH President, Chief Executive Officer and Director March 1, 2019 Keith E. Smith (Principal Executive Officer) /s/ JOSH HIRSBERG Executive Vice President, Chief Financial Officer and Treasurer March 1, 2019 Josh Hirsberg (Principal Financial Officer) /s/ WILLIAM R. BOYD Vice President and Director March 1, 2019 William R. Boyd /s/ JOHN R. BAILEY Director March 1, 2019 John R. Bailey /s/ ROBERT L. BOUGHNER Director March 1, 2019 Robert L. Boughner /s/ RICHARD E. FLAHERTY Director March 1, 2019 Richard E. Flaherty /s/ CHRISTINE J. SPADAFOR Director March 1, 2019 Christine J. Spadafor /s/ PETER M. THOMAS Director March 1, 2019February 27, 2020 Peter M. Thomas /s/ PAUL W. WHETSELL Director March 1, 2019February 27, 2020 Paul W. Whetsell /s/ VERONICA J. WILSON Director March 1, 2019February 27, 2020 Veronica J. Wilson /s/ ANTHONY D. MCDUFFIE Vice President and Chief Accounting Officer March 1, 2019February 27, 2020 Anthony D. McDuffie (Principal Accounting Officer) 136