10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

 ____________________________________________________

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-12882

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BOYD GAMING CORPORATION

(Exact name of registrant as specified in its charter)

 ____________________________________________________

Nevada	88-0242733
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 792-7200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value of $0.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x  No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

As of June 30, 2016, the aggregate market value of the voting common stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange for such date, was approximately $1.5 billion.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of February 21, 2017
Common stock, $0.01 par value	113,052,125

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant's 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of December 31, 2016 are incorporated by reference into Part III of this Form 10-K.

BOYD GAMING CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

TABLE OF CONTENTS

		Page No.
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	10
ITEM 1B.	Unresolved Staff Comments	22
ITEM 2.	Properties	23
ITEM 3.	Legal Proceedings	23
ITEM 4.	Mine Safety Disclosures	23
	PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
ITEM 6.	Selected Financial Data	26
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
ITEM 8.	Financial Statements and Supplementary Data	50
ITEM 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	109
ITEM 9A.	Controls and Procedures	109
ITEM 9B.	Other Information	111
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	111
ITEM 11.	Executive Compensation	111
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	112
ITEM 14.	Principal Accounting Fees and Services	112
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	113
	SIGNATURES	120

PART I

ITEM 1.    Business

Overview

Boyd Gaming Corporation (the "Company," the "Registrant," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. Headquartered in Las Vegas, we have 24 wholly-owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.

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; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, improving operations and diversifying our asset base; and (iii) successfully implementing 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.

Over the past several years, we have undertaken several programs aimed at reducing our cost structure in an effort to manage our properties' operations under tightened revenue trends. We have established a more efficient business model that we believe is helping us to realize improved results, and we believe we have an opportunity to realize additional cost savings by better leveraging our size and scale. We are strategically reinvesting in our non-gaming amenities, including hotel rooms and restaurants, in order to better capitalize on customers' evolving spending behaviors. We continue to manage our cost and expense structure to adjust to current business volumes and to generate strong and stable cash flows.

During 2016, we completed several transactions that improved our long-term financial position and strengthened our balance sheet. During first quarter 2016, we issued $750 million aggregate principal amount of 6.375% senior notes due April 2026, and used a portion of the net proceeds to pay down the outstanding amount under our senior secured revolving credit facility (the "Revolving Credit Facility"). During the third quarter, we redeemed all of our 9.00% senior notes due July 2020, redeemed our 8.375% senior notes due February 2018 and repaid all of the outstanding amounts under the Peninsula Gaming LLC ("Peninsula") senior secured credit facility (the "Peninsula Credit Facility"). Additionally in the third quarter, we amended our Credit Facility (as defined below) to increase commitments and provide for a new $1.0 billion senior secured term B-2 loan. Since the second quarter of 2015 we have effectively refinanced approximately $3 billion in debt, lowered interest rates and extended maturities.

We continually work to position our Company for greater success by strengthening our existing operations and growing through capital investment and other strategic initiatives. An example is our current strategic initiative to enhance our non-gaming amenities at properties across the country that is designed to ensure our properties remain competitive and compelling to customers across generations. This initiative began in 2014 and will continue into 2017, a period during which we expect to invest over $100 million in these amenities. Thus far, we have redesigned and enhanced approximately 3,100 hotel rooms at our properties across the country. We have also introduced more than ten new food and beverage concepts, including Alder & Birch, Copper Whisk, Ondori and Bailiwick at The Orleans, California Noodle House at the California, the Filament at Fremont, the Spotted Horse and Fast & Lucy’s Pub at Evangeline Downs, Angry Butcher and Big Mess BBQ at Sam's Town Las Vegas and Brigg’s Oyster Company at Suncoast.

On August 1, 2016, we completed the sale of our 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata Hotel Casino and Spa ("Borgata"), to MGM Resorts International ("MGM"). In consideration for the transaction, MGM paid us $900 million. The initial net pretax cash proceeds were approximately $589 million, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital.

On September 27, 2016, we completed the acquisition of ALST, the holding company of Aliante Gaming, LLC ("Aliante"), the owner and operator of the Aliante Casino + Hotel + Spa. Aliante is 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.

On December 20, 2016, we completed the acquisitions of The Cannery Hotel and Casino, LLC (“Cannery”), the owner and operator of Cannery Casino Hotel, and Nevada Palace, LLC (“Eastside Cannery”), the owner and operator of Eastside Cannery Casino and Hotel. 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.

Also in 2016, we completed a $45 million expansion of our Delta Downs property in Vinton, Louisiana. The centerpiece of this project is a new hotel tower, featuring 167 additional guest rooms and suites.  The project also included the redesign of all 200 existing rooms and of its food and beverage facilities. The special events center was also expanded to better accommodate meeting and banquet functions.

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We believe that the following factors have contributed to our success in the past and are central to our success in the future:

• nine of our Las Vegas properties, including three recent acquisitions, are well-positioned to capitalize on the attractive Las Vegas locals market;

• our three downtown Las Vegas properties focus a majority of their marketing programs on, and derive a majority of their revenues from, a unique niche - Hawaiian customers;

• our operations are geographically diversified within the United States;

• we have strengthened our balance sheet and have increasing free cash flow;

• we have the ability to expand certain existing properties and make opportunistic and strategic acquisitions; and

• we have an experienced management team.

Properties

As of December 31, 2016, we own and operate 24 properties offering a total of 1,314,557 square feet of casino space, 31,006 slot machines, 656 table games and 9,513 hotel rooms. We derive the majority of our gross revenues from our gaming operations, which generated approximately 75% of gross revenues for 2016 and 76% of gross revenues in both 2015 and 2014. Food and beverage gross revenues represent our next most significant revenue source, generating approximately 13% of gross revenues for 2016, 2015, and 2014. Room revenues and other revenues each contributed less than 10% of gross revenues during each year.

We view each operating property as an operating segment. For financial reporting purposes, we aggregate our properties into three reportable business segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and South.

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. In third quarter 2016, the Peninsula debt was refinanced, eliminating the financing structure that restricted our ability to transfer cash from Peninsula to Boyd Gaming. As a result, management concluded that the properties previously comprising the Peninsula segment would be aggregated into the Midwest and South reportable segment, and retrospectively adjusted the presentation for all periods presented. Also, as of September 27, 2016, our Las Vegas Locals segment includes our wholly-owned subsidiary Aliante, and as of December 20, 2016, our Las Vegas Locals segment includes our wholly-owned subsidiaries Cannery and Eastside Cannery. See Note 2, Acquisitions and Divestitures, to our consolidated financial statements presented in Part II, Item 8 for further discussion of these activities.

For financial information related to our segments as of and for the three years in the period ended December 31, 2016, see Note 14, Segment Information, to our consolidated financial statements presented in Part II, Item 8.

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The following table sets forth certain information regarding our properties (listed by the Reportable Segment in which each such property is reported), as of and for the year ended December 31, 2016:

	Year Opened or Acquired	Casino Space (Sq. ft.)	Slot Machines	Table Games	Hotel Rooms	Hotel Occupancy		Average Daily Rate
Las Vegas Locals
Las Vegas, Nevada
Gold Coast Hotel and Casino	2004	88,915	1,767	49	712	87	%	$	53
The Orleans Hotel and Casino	2004	137,000	2,443	60	1,885	87	%	$	64
Sam's Town Hotel and Gambling Hall	1979	120,681	1,936	29	645	93	%	$	52
Suncoast Hotel and Casino	2004	95,898	1,801	31	427	82	%	$	80
Eastside Cannery Casino and Hotel	2016	63,879	1,484	17	306	91	%	$	56
North Las Vegas, Nevada
Aliante Casino + Hotel + Spa	2016	82,000	1,860	40	202	89	%	$	98
Cannery Casino Hotel	2016	86,000	1,620	26	199	83	%	$	60
Henderson, Nevada
Eldorado Casino	1993	17,756	365	—	N/A	N/A		N/A
Jokers Wild Casino	1993	23,698	422	7	N/A	N/A		N/A
Downtown Las Vegas
Las Vegas, Nevada
California Hotel and Casino	1975	35,848	995	28	781	85	%	$	36
Fremont Hotel and Casino	1985	30,244	943	26	447	89	%	$	40
Main Street Station Casino, Brewery and Hotel	1993	26,918	835	19	406	92	%	$	41
Midwest and South
East Peoria, Illinois
Par-A-Dice Hotel Casino	1996	26,116	924	26	202	81	%	$	67
Michigan City, Indiana
Blue Chip Casino, Hotel & Spa	1999	65,000	1,700	42	486	81	%	$	77
Dubuque, Iowa
Diamond Jo Dubuque	2012	43,495	951	20	N/A	N/A		N/A
Northwood, Iowa
Diamond Jo Worth	2012	38,721	962	32	N/A	N/A		N/A
Mulvane, Kansas
Kansas Star Casino	2012	70,010	1,772	52	N/A	N/A		N/A
Amelia, Louisiana
Amelia Belle Casino	2012	27,484	838	15	N/A	N/A		N/A
Vinton, Louisiana
Delta Downs Racetrack Casino & Hotel	2001	15,000	1,639	—	370	85	%	$	57
Opelousas, Louisiana
Evangeline Downs Racetrack and Casino	2012	39,208	1,360	—	N/A	N/A		N/A
Shreveport, Louisiana
Sam's Town Hotel and Casino	2004	29,285	975	25	514	71	%	$	80
Kenner, Louisiana
Treasure Chest Casino	1997	23,668	1,000	36	N/A	N/A		N/A
Biloxi, Mississippi
IP Casino Resort Spa	2011	81,733	1,595	57	1,089	88	%	$	84
Tunica, Mississippi
Sam's Town Hotel and Gambling Hall	1994	46,000	819	19	842	56	%	$	48
Total		1,314,557	31,006	656	9,513
N/A = Not Applicable

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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 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.

Las Vegas Locals Properties

Our Las Vegas Locals segment consists of nine casinos that primarily serve the resident population of the Las Vegas metropolitan area. Las Vegas has historically been characterized by a vibrant economy and strong demographics that include a large population of retirees and other active gaming customers. In recent years, the Las Vegas economy has strengthened, as reflected in the positive trends in unemployment, construction activity and visitation. Our Las Vegas Locals segment competes directly with other locals casinos and gaming companies, some of which operate larger casinos and offer different promotions than ours.

Gold Coast Hotel and Casino

Gold Coast Hotel and Casino ("Gold Coast") is located on Flamingo Road, approximately one mile west of the Las Vegas Strip and one-quarter mile west of Interstate 15, the major highway linking Las Vegas and southern California. Its location offers easy access from all four directions in the Las Vegas valley. The primary target market for Gold Coast consists of local middle-market customers who actively gamble. Gold Coast's amenities include 712 hotel rooms and suites along with meeting facilities, multiple restaurant options, a 70-lane bowling center and gaming, including slots, table games, a race and sports book and a bingo center.

The Orleans Hotel and Casino

The Orleans Hotel and Casino ("The Orleans") is located on Tropicana Avenue, a short distance from the Las Vegas Strip. The target markets for The Orleans are both local residents and visitors to the Las Vegas area. The Orleans provides an exciting New Orleans French Quarter-themed environment. Amenities at The Orleans include 1,885 hotel rooms, a variety of restaurants and bars, a spa and fitness center, 18 stadium-seating movie theaters, a 70-lane bowling center, banquet and meeting space, and a special events arena that seats up to 9,500 patrons.

Sam's Town Hotel and Gambling Hall

Sam's Town Hotel and Gambling Hall ("Sam's Town Las Vegas") is located on the Boulder Strip, approximately six miles east of the Las Vegas Strip, and features a contemporary western theme. Its informal, friendly atmosphere appeals to both local residents and visitors alike. Amenities at Sam's Town Las Vegas include 645 hotel rooms, a variety of restaurants and bars, 18 stadium-seating movie theaters, and a 56-lane bowling center.

Suncoast Hotel and Casino

Suncoast Hotel and Casino ("Suncoast") is located in Peccole Ranch, a master-planned community adjacent to Summerlin, and is readily accessible from most major points in Las Vegas, including downtown and the Las Vegas Strip. The primary target market for Suncoast consists of local middle-market customers who gamble frequently. Suncoast is a Mediterranean-themed facility that features 427 hotel rooms, multiple restaurant options, 25,000 square feet of banquet and meeting facilities, 16 stadium-seating movie theaters, and a 64-lane bowling center.

Eastside Cannery Casino and Hotel

Eastside Cannery is located directly south of Sam's Town Las Vegas at the intersection of Boulder Highway and Harmon Avenue in Las Vegas. Its location offers easy access for both the Las Vegas and Henderson valleys. Eastside Cannery has a 63,879-square-foot casino, 306 hotel rooms, five restaurants and four bars, 20,000 square feet of meeting and ballroom space, and a 250-seat entertainment lounge.

Aliante Casino + Hotel + Spa

Aliante is located in North Las Vegas adjacent to an 18-hole championship course and has convenient access to major freeways connecting it to points throughout Las Vegas. The primary target market for Aliante consists of local high-end customers who gamble frequently. Aliante features a full-service Scottsdale-modern, desert-inspired casino and resort which includes 202 hotel rooms, multiple restaurant options, 82,000 square feet of gaming space, 200 seat bingo room, 16-screen movie theater complex, 650 seat showroom, spa, and resort style pool with cabanas.

Cannery Casino Hotel

Cannery is located in eastern part of the Las Vegas Valley and has convenient access to major freeways connecting it to points throughout Las Vegas. The primary target market for Cannery consists of local, casual working class customers who gamble frequently. The Cannery has an 86,000-square-foot casino, a 199-room hotel, five restaurants and five bars, a 30,000 square foot entertainment venue and a 14-screen movie theater.

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Eldorado Casino and Jokers Wild Casino

Located in downtown Henderson, the Eldorado Casino ("Eldorado") is approximately 14 miles from the Las Vegas Strip. Jokers Wild Casino ("Jokers Wild") is also located in Henderson. The amenities at each of these properties include a sports book and dining options, as well as gaming, including slots at both properties and table games at Jokers Wild. The principal customers of these properties are Henderson residents.

Downtown Las Vegas Properties

Our three Downtown Las Vegas properties directly compete with nine other casinos that operate in downtown Las Vegas. As such, we have developed a distinct niche for our downtown properties by focusing on customers from Hawaii. Our downtown properties focus their marketing on gaming enthusiasts from Hawaii and tour and travel agents in Hawaii with whom we have cultivated relationships since we opened our California Hotel and Casino (the "Cal") in 1975. Through our Hawaiian travel agency, Vacations Hawaii, we operate as many as four charter flights from Honolulu to Las Vegas each week, helping to provide air transportation for our customers. We also have strong, informal relationships with other Hawaiian travel agencies and offer affordable all-inclusive packages. These relationships, combined with our Hawaiian promotions, have allowed the Cal, Fremont Hotel and Casino ("Fremont") and Main Street Station Casino, Brewery and Hotel ("Main Street Station") to capture a significant share of the Hawaiian tourist trade in Las Vegas. During the year ended December 31, 2016, patrons from Hawaii comprised approximately 62% of the occupied room nights at the Cal, 40% of the occupied room nights at Fremont, and 46% of the occupied room nights at Main Street Station.

California Hotel and Casino

The Cal's amenities include 781 hotel rooms, multiple dining options, a sports book, and meeting space. The Cal and Main Street Station are connected by an indoor pedestrian bridge.

Fremont Hotel and Casino

Fremont is adjacent to the principal pedestrian thoroughfare in downtown Las Vegas, known as the Fremont Street Experience. The property's amenities include 447 hotel rooms, a race and sports book, and meeting space.

Main Street Station Casino, Brewery and Hotel

Main Street Station's amenities include 406 hotel rooms and three restaurants, one of which includes a brewery. In addition, Main Street Station features a 96-space recreational vehicle park, the only such facility in the downtown area.

Midwest and South Properties

Our Midwest and South properties consist of three land-based casinos, five dockside riverboat casinos, two racinos and two barge-based casinos that operate in six states in the Midwest and southern United States. Generally, these states allow casino gaming on a limited basis through the issuance of a limited number of gaming licenses. Each of our Midwest and South properties generally serve customers within a 100-mile radius and compete directly with other casino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions.

Par-A-Dice Hotel Casino

Par-A-Dice Hotel Casino ("Par-A-Dice") is a dockside riverboat casino located on the Illinois River in East Peoria, Illinois that features a 202-room hotel. Located adjacent to the Par-A-Dice riverboat is a land-based pavilion, which includes three restaurants, a cocktail lounge, and a gift shop. Par-A-Dice is strategically located near Interstate 74, a major east-west interstate highway.

Blue Chip Casino, Hotel & Spa

Blue Chip Casino Hotel & Spa ("Blue Chip") is a dockside riverboat casino located in Michigan City, Indiana, which is 40 miles west of South Bend, Indiana and 60 miles east of Chicago, Illinois. The property competes primarily with five casinos in northern Indiana and southern Michigan and, to a lesser extent, with casinos in the Chicago area and racinos located near Indianapolis. The property features 486 guest rooms, a spa and fitness center, dining and nightlife venues, and meeting and event space, including a land based pavilion.

Diamond Jo Dubuque

Diamond Jo is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River in downtown Dubuque, Iowa. Diamond Jo is a two-story, approximately 188,000 square foot property that includes 951 slot machines and 20 table games. Additional amenities include a 30-lane bowling center, a 33,000 square foot event center, and two banquet rooms. The property also features five dining outlets, including the Kitchen Buffet, a 190-seat live action buffet, Woodfire Grille, the casino's 118-seat high-end restaurant, Mojo's, a 122-seat sports bar, a deli and a snack shop, as well as three full service bars and Mississippi Moon Bar, a live music venue.

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Diamond Jo Worth

Diamond Jo Worth is a land-based casino situated on a 36-acre site in Northwood, Iowa, which is located in north-central Iowa, near the Minnesota border and approximately 30 miles north of Mason City. The casino currently has 962 slot machines and 32 table games in operation, as well as a 5,200 square foot event center and several dining options, including the Kitchen Buffet, a 190-seat buffet restaurant, and Woodfire Grille, a 114-seat high-end restaurant. There is a 100-room hotel and a 60-room hotel adjacent to the casino, both of which are owned and operated by third parties. Under terms of an agreement with the owner, Diamond Jo Worth has the option to purchase the 100-room hotel.

Kansas Star Casino

Kansas Star serves as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery pursuant to the Lottery Gaming Facility Management Contract (the "Kansas Management Contract"). The casino is located in Mulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has 1,772 slot machines, 52 table games, a 250-seat buffet, a 140-seat steakhouse and a number of other amenities including a deli, noodle bar and casino bars. Kansas Star also has a 162,000 square foot arena designed to host various events, including concerts, trade shows and equestrian events. In addition, the property has an event center for conventions, banquets and other events and an equestrian pavilion that includes a practice arena and covered stalls. There is a 300-room hotel adjacent to the casino that is operated by a third party.

Amelia Belle Casino

The Amelia Belle Casino is located in south-central Louisiana, and is a three-level riverboat with gaming located on the first two decks, and includes 838 slot machines and 15 table games. The third deck of the riverboat includes a 140-seat buffet and banquet room.

Delta Downs Racetrack Casino & Hotel

Delta Downs Racetrack Casino & Hotel ("Delta Downs") is located in Vinton, Louisiana and conducts horse races on a seasonal basis and operates year-round simulcast facilities for customers to wager on races held at other tracks. In addition, Delta Downs offers slot play and a 370-room hotel. Delta Downs is approximately 25 miles closer to Houston than the next closest gaming properties, located in Lake Charles, Louisiana, and is conveniently located near a travel route taken by customers traveling between Houston, Beaumont and other parts of southeastern Texas to Lake Charles, Louisiana. We recently completed a $45 million expansion of Delta Downs that added a new hotel tower, redesigned all existing rooms and food and beverage facilities, and expanded the special events center.

Evangeline Downs

The Evangeline Downs is a land-based racino located in Louisiana. The racino currently includes a casino with 1,360 slot machines and a 23,000 square foot convention center. The racino features multiple food venues, including The Cajun Buffet, a 300-seat buffet; Café 24/7, an 89-seat restaurant; The Spotted Horse Tavern and Dining Parlor, a 132-seat restaurant and tavern that opened in September 2015; and Fast and Lucy’s Pub, a newly renovated 110-seat restaurant and bar. The racino includes a one-mile dirt track, a 7/8-mile turf track and stables for 980 horses. The Clubhouse, together with the grandstand and patio area, provides seating capacity for up to 4,295 patrons. In the Clubhouse, Silk's Fine Dining offers a varied menu and the grandstand area contains a concession and bar. There is also a 117-room hotel adjacent to the racino, which is operated by a third party.

Evangeline Downs currently operates three Off Track Betting ("OTB") locations in Henderson, Eunice and St. Martinville, Louisiana. Each OTB offers simulcast pari-mutuel wagering and video poker. Under Louisiana's racing and off-track betting laws, we have a right of prior approval with respect to any applicant seeking a permit to operate an OTB within a 55-mile radius of the Evangeline Downs racetrack, which effectively gives us the exclusive right, at our option, to operate additional OTBs within such a radius, provided that such OTB is not also within a 55-mile radius of another horse racetrack.

Sam's Town Hotel and Casino

Sam's Town Hotel and Casino ("Sam's Town Shreveport") is a dockside riverboat casino located along the Red River in Shreveport, Louisiana. Amenities at the property include 514 hotel rooms, a spa, four restaurants, a live entertainment venue, and convention and meeting space. Feeder markets include east Texas (including Dallas), Texarkana, Arkansas and surrounding Louisiana cities, including Bossier City, Minden, Ruston and Monroe.

Treasure Chest Casino

Treasure Chest Casino ("Treasure Chest") is a dockside riverboat casino located on Lake Pontchartrain in the western suburbs of New Orleans, Louisiana. The property is designed as a classic 18^th century Victorian style paddlewheel riverboat, with a total capacity for 1,750 people. The entertainment complex located adjacent to the riverboat houses a 140-seat Caribbean showroom and two restaurants. Located approximately five miles from the New Orleans International Airport, Treasure Chest primarily serves residents of suburban New Orleans.

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IP Casino Resort Spa

The IP Casino Resort Spa ("IP") overlooks the scenic back bay of Biloxi and is one of the premier resorts on the Mississippi Gulf Coast, and a recipient of a AAA Four Diamond Award. The property features more than 1,000 hotel rooms and suites; 81,733-square-feet of casino space with 1,595 slot machines and 57 table games; more than 65,000 square feet of convention and meeting space; a spa and salon; a 1,400-seat theater offering regular headline entertainment; six lounges and bars; and eight restaurants, including a steak and seafood restaurant and an upscale Asian restaurant.

Sam's Town Hotel and Gambling Hall

Sam's Town Hotel and Gambling Hall ("Sam's Town Tunica") is a barge-based casino located in Tunica County, Mississippi. The property has extensive amenities, including 842 hotel rooms, an entertainment lounge, four dining venues, and the 1,600-seat River Palace Arena. Tunica is the closest gaming market to Memphis, Tennessee and is located approximately 30 miles south of Memphis.

Competition

Our properties generally operate in highly competitive environments. We compete against other gaming companies as well as other hospitality, entertainment and leisure companies. We face significant competition in each of the jurisdictions in which we operate. Such competition may intensify in some of these jurisdictions if new gaming operations open in these markets or existing competitors expand their operations. Our properties compete directly with other gaming properties in each state in which we operate, as well as in adjacent states. We also compete for customers with other casino operators in other markets, including casinos located on Native American reservations, and other forms of gaming, such as lotteries and internet gaming. Many of our competitors are larger and have substantially greater name recognition and marketing and financial resources. In some instances, particularly with Native American casinos, our competitors pay substantially lower taxes or no taxes at all. We believe that increased legalized gaming in other states, particularly in areas close to our existing gaming properties and the development or expansion of Native American gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or future development projects.

Future Development Opportunities

Development agreement with Wilton Rancheria

We have a development agreement and a management agreement with Wilton Rancheria, a federally-recognized tribe located southeast of Sacramento, California, to develop and manage a gaming entertainment complex, subject to approval by the National Indian Gaming Commission. In January 2017, the tribe received a favorable Record of Decision from the Bureau of Indian Affairs and in February 2017, the land was taken into trust on behalf of the tribe. Additionally, the tribe must agree to a compact with the State of California, and receive approval of the management contract between the tribe and our Company, prior to proceeding. It has not been determined how long this process will take. The land parcel taken into trust is located next to a mall being developed by the Howard Hughes Corporation, approximately 15 miles southeast of Sacramento. The project is located on Highway 99, one of the two major north-south freeways in the Sacramento area.

Frequent Player Loyalty Programs

B Connected

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 as well as entitles them to qualify for promotions and earn rewards toward slot, video poker, or table games play.

In addition to the "B Connected" player loyalty program, we operate the "B Connected Mobile" program, the first multi-property, loyalty program-based iPhone and Android applications of its kind in the gaming industry. B Connected Mobile is a personalized mobile application that delivers customized offers and information directly to a customer’s iPhone, iPad or Android device, making "B Connected Mobile" the first application of its kind available on multiple platforms. The application further expands the benefits of the "B Connected" program by providing real-time personalized information on hotel, dining and gaming offers when a customer visits a Boyd property, instant access to event information, schedules and special offers, a search engine that allows customers to find Boyd Gaming casinos that have their favorite machines and displays the games’ locations on a casino floor map, the ability to track "B Connected" point balances in real time, and the ability to make immediate hotel or restaurant reservations. These tools allow our customers to receive the greatest value from their "B Connected" membership, and ensure that our marketing is as effective as possible.

We further improved our "B Connected" loyalty program with the introduction of "B Connected Social" in 2012, which rewards users for using "B Connected Online", "B Connected Mobile", or sharing offers and events on social networks. "B Connected Social" is a dynamic network loyalty program that allows "B Connected" members to share offers with friends, connect to their favorite social networks, check in online via certain social networks, as well as participate in a variety of online activities including

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interfacing with "B Connected Online" or "B Connected Mobile", participate in online contests, and register for alerts to deliver targeted information specific to the "B Connected" member.

Other Programs

Kansas Star, Diamond Jo Dubuque, Aliante, Cannery, and Eastside Cannery continue to sponsor their own player loyalty programs to build brand awareness and leverage loyalty through marketing and promotional programs to retain existing customers, maintain trip frequency, acquire new customers, and recover lapsed customers. These properties offer their guests comprehensive, competitive and targeted marketing and promotion programs. Each program offers players a hassle-free way of earning points redeemable at each respective property for slot and table games play, food, beverage and retail items as well as complementaries and other rewards and benefits based on play. In addition, each property strives to differentiate its casino with high-quality guest services to further enhance overall brand and customer experience.

In the future we plan to extend the B Connected program to these properties, subject to the receipt of regulatory approvals. The implementation of "B Connected" will replace the individual property programs described above and provide our customers at these properties even more value for their rewards with a multi-property player loyalty program.

Other Promotional Activities

From time to time, we offer other promotional offers and discounts targeted towards new customers, frequent customers, inactive customers, customers of various levels of play, and prospective customers who have not yet visited our properties, and mid-week and other promotional activities that seek to generate visits to our properties during slower periods. Complementaries are usually in the form of monetary discounts, and other rewards generally can only be redeemed at our restaurants, retail and spa facilities.

Government Regulation

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. Some jurisdictions, including Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and may require access to periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. A detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 and is herein incorporated by reference.

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 have been 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 us. We do not know whether or not such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues and the elimination of betting on NCAA events and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently 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. Any material increase in these taxes or fees could adversely affect us.

Employees and Labor Relations

At December 31, 2016, we employed approximately 19,932 persons, and had collective bargaining agreements with three unions covering 1,867 employees. Negotiations for a first contract with a newly organized bargaining unit are in progress at one of our Midwest and South properties.

Corporate Information

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.

Available Information

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). These filings are also available on the SEC’s website at www.sec.gov. In addition, the public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 and may obtain additional information and guidance by calling the SEC Investor Information Service at 1-800-SEC-0330. 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.

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 are filed with, or furnished to, the SEC. In addition, our Code of Business Conduct and Ethics, Corporate Governance Guidelines,

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and charters of the Audit Committee, Compensation and Stock Option Committee, and the Corporate Governance and Nominating Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free of charge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request.

Important Information Regarding Forward-Looking Statements

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," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include:

• The effects of intense competition that exists in the gaming industry.

• The risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire.

• The fact that our expansion, development and renovation projects (including enhancements to improve property performance) are subject to many risks inherent in expansion, development or construction of a new or existing project.

• The risk that any of our projects may not be completed, if at all, on time or within established budgets, or that any project will result in increased earnings to us.

• The risk that significant delays, cost overruns, or failures of any of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.

• The risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us.

• The risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future periods.

• The risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other adverse actions against any of our casino operations.

• The risk that we may be unable to refinance our outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us or them.

• The effects of the extensive governmental gaming regulation and taxation policies that we are subject to, as well as any changes in laws and regulations, including increased taxes, which could harm our business.

• The effects of federal, state and local laws affecting our business such as the regulation of smoking, the regulation of directors, officers, key employees and partners and regulations affecting business in general.

• The effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any).

• The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of economic recession, war, terrorist or similar activity or disasters in, at, or around our properties.

• The risk that we fail to adapt our business and amenities to changing customer preferences.

• Financial community and rating agency perceptions of us, and the effect of economic, credit and capital market conditions on the economy and the gaming and hotel industry.

• The effect of the expansion of legalized gaming in the regions in which we operate.

• The risk of failing to maintain the integrity of our information technology infrastructure and our business and customer data.

• Our estimated effective income tax rates, estimated tax benefits, and merits of our tax positions.

• Our ability to utilize our net operating loss carryforwards and certain other tax attributes.

• The risks relating to owning our equity, including price and volume fluctuations of the stock market that may harm the market price of our common stock and the potential of certain of our stockholders owning large interest in our capital stock to significantly influence our affairs.

• As well as other statements regarding our future operations, financial condition and prospects, and business strategies.

Additional factors that could cause actual results to differ are discussed in Part I, Item 1A, Risk Factors of this Annual Report on Form 10-K for the year ended December 31, 2016 and in other current and periodic reports filed from time to time with the SEC.

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All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

ITEM 1A.    Risk Factors

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.

Risks Related to our Business

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

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 recent housing, employment and credit 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, we have recently experienced one of the toughest economic periods in Las Vegas history. The recent 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 experience lingering effects from changes in consumer spending habits due to the recession.  Las Vegas visitation has improved, and we are seeing improving economies in our local and regional markets. However, our customers are spending 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.

Intense competition exists in the gaming industry, and we expect competition to continue to intensify.

The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous casinos and hotel casinos of varying quality and size in market areas where our properties are located. We also compete with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses, including online gaming websites, and could compete with any new forms of gaming that may be legalized in the future. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.

With fewer other new markets opening for development, competition in existing markets has intensified in recent years. We and our competitors have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we compete, and this intense competition can be expected to continue. For example, a new property opened in Shreveport, Louisiana, during June 2013, which competes with Sam's Town Shreveport for gaming customers. In December 2014, a new property also opened in Lake Charles, Louisiana, that increased competition with Delta Downs Racetrack Casino & Hotel. At the end of December 2015, a new casino opened in D'Iberville, Mississippi that competes with IP Casino Resort Spa. In Illinois, the legalization of video lottery terminals in recent years has added more than 22,000 new gaming devices across the state, including nearly 4,000 in the immediate market of the Par-A-Dice Hotel Casino, increasing competition for that property. Additionally, competition may intensify if our competitors commit additional resources to aggressive pricing and promotional activities in order to attract customers.

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Also, our business may be adversely impacted by the additional gaming and room capacity in states where we operate or intend to operate. Several states are also considering enabling the development and operation of casinos or casino-like operations in their jurisdictions.

The possible future expansion of gaming in Wisconsin or the possible expansion of gaming in Cedar Rapids, Iowa, if approved, could impact the operating results of the Diamond Jo Dubuque. Further, Kansas Star could, in the future, face competition from the Wichita Greyhound Park, located approximately 30 miles away in Park City, Kansas. While gaming is not currently permitted in Sedgwick County, Kansas (the site of the Wichita Greyhound Park), the Kansas Expanded Lottery Act permits the installation of slot machines at race tracks under certain conditions. If the Kansas legislature authorized a new gaming referendum in Sedgwick County and such referendum was approved, and certain other regulatory conditions were satisfied, the Wichita Greyhound Park could be permitted to install slot machines.

We also compete with legalized gaming from casinos located on Native American tribal lands. Expansion of Native American gaming in areas located near our properties, or in areas in or near those from which we draw our customers, could have an adverse effect on our operating results. For example, increased competition from federally recognized Native American tribes near Blue Chip and Sam's Town Shreveport has had a negative impact on our results. Native American gaming facilities typically have a significant operating advantage over our properties due to lower gaming fees or taxes, allowing those facilities to market more aggressively and to expand or update their facilities at an accelerated rate. Although we expanded our facility at Blue Chip in an effort to be more competitive in this market, competing Native American properties could continue to have an adverse impact on the operations of both Blue Chip and Sam's Town Shreveport. Kansas Star may face additional competition in the Wichita, Kansas metropolitan area. The Wyandotte Nation of Oklahoma previously filed an application with the U.S. Department of Interior to have certain land located in Park City, Kansas (in the Wichita metro area) taken into trust by the U.S. Government and to permit gaming. In July 2014, the U.S. Department of Interior rejected the Wyandotte Nation's trust application for the Park City land. However, the Nation has indicated it will seek to appeal this ruling. If an appeal were filed and ultimately successful, the Wyandotte Nation would be permitted to open a Class II gaming facility, and upon successful negotiation of a compact with the State of Kansas would be permitted to open a Class III gaming facility.

In addition, we also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, charitable gaming, on-and off-track wagering, and other forms of entertainment, including motion pictures, sporting events and other recreational activities. It is possible that these secondary competitors could reduce the number of visitors to our facilities or the amount they are willing to wager, which could have a material adverse effect on our ability to generate revenue or maintain our profitability and cash flows.

If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around the locations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.

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.

The ongoing economic recovery may have an effect on our business and financial condition, as well as our access to capital, in ways that we currently cannot accurately predict.

The significant economic distress affecting financial institutions during periods of global financial crisis can have far-reaching adverse consequences across many industries, including the gaming industry. 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. Although we successfully refinanced a significant amount of our indebtedness in 2015 and in 2016, 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,

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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.

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.

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. 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 $800k to trademarks in the Midwest and South segment. In connection with the 2015 annual impairment test, we recorded a non-cash impairment charge of $17.5 million to the Par-A-Dice gaming license. The results of our annual scheduled impairment tests performed in fourth quarter 2014 required us to record non-cash impairment charges of $40.1 million which was comprised of $39.8 million of impairments of gaming licenses and $0.3 million in trademarks in our Midwest and South segment.

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 27, 2016 we acquired Aliante and on December 20, 2016 we completed the Cannery Purchase (the Cannery Purchase, together with the acquisition of Aliante, 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.

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 need to successfully integrate three additional properties into Boyd Gaming’s operating structure in order to realize the anticipated benefits of the 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 the 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.

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.

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 three properties associated with the Acquisitions into our

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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.

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.

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

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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.

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 is governed by privacy laws and regulations enacted in the United States and other jurisdictions around the world. Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. 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 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 Nevada Gaming Commission and Gaming Control Board, Mississippi Gaming Commission, Indiana Gaming Commission, Illinois Gaming Board, Iowa Racing and Gaming Commission, the Kansas Lottery Commission, the Kansas Racing and Gaming Commission, the Louisiana State Gaming Control Board, the Louisiana State Racing Commission 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

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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.

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 sponsoring organizations." Such "qualified sponsoring 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"), 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 sponsoring organization" of the Diamond Jo since March 18, 1993. The term of the Amended DRA Operating Agreement expires on December 31, 2018. The Worth County Development Authority ("WCDA"), pursuant to the WCDA Operating Agreement, serves as the "qualified sponsoring 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 sponsoring organization" with respect to our operation of the Diamond Jo 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 sponsoring organization" as required by our gaming license, we would no longer be able to continue our Diamond Jo 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.

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

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, 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" 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.

Currently, in Iowa, we are taxed at an effective rate of approximately 21.5% of our adjusted gross receipts by the State of Iowa, we pay the city of Dubuque a fee equal to $500,000 per year and we pay a fee equal to 4.5% and 5.76% of adjusted gross receipts to the DRA and WCDA, respectively. In addition, all Iowa gaming licensees share equally in the costs of the Iowa Racing and Gaming Commission and related entities to administer gaming in Iowa, which is currently approximately $0.8 million per year per facility. Currently, at Evangeline Downs, we are taxed at an effective rate of approximately 36.5% of our adjusted gross slot revenue and pay to the Louisiana State Racing Commission a fee of $0.25 for each patron who enters the racino on live race days from the hours of 6:00 pm to midnight, enters the racino during non-racing season from the hours of noon to midnight Thursday through Monday, or enters any one of our off-track betting parlors. Our Amelia Belle riverboat casino in Louisiana pays an annual state gaming tax rate of 21.5% of adjusted gross receipts. Additionally, Amelia Belle has an agreement with the Parish of St. Mary to permit the berthing of the riverboat casino in Amelia, Louisiana. That agreement provides for percentage fees based on the level of net gaming revenue as follows: the first $60 million, 2.5%; $60 to $96 million, 3.5%; and greater than $96 million, 5.0%. The annual minimum fee due under the agreement is $1.5 million. Kansas Star, pursuant to its Management Contract with the State of Kansas pays total taxes of between 27% and 31% of gross gaming revenue, based on achievement of the following revenue levels: 27% on gross gaming revenue up to $180 million, 29% on amounts from $180 million to $220 million, and 31% on amounts above $220 million in gross gaming revenue. Kansas Star is also contractually obligated to pay its proportionate share of certain expenses incurred by the Kansas Lottery Commission and the Kansas Racing and Gaming Commission, which historically have ranged from $3.0 million to $3.5 million on an annual basis.

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

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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, the 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.

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.

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 Iowa, Kansas, Illinois and Indiana 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.

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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.

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.

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

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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 visitation and spending 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.

We currently conduct our Treasure Chest, Par-A-Dice, Blue Chip, Sam's Town Shreveport and Amelia Belle gaming operations on riverboats. Each of our riverboats must comply with 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, Treasure Chest, Sam's Town Shreveport and IP's 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

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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, 2016, 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.

Risks Related to our Indebtedness

We have a significant amount of indebtedness.

If we pursue, or continue to pursue, any expansion, development, investment or renovation projects, 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.

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.

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.

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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.

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 pay 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' 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.

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 and additional financings, our expansion, development, investment and renovation efforts will be jeopardized.

We intend to finance our current and future expansion, development, investment 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 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 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 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.

In the past, there have been significant disruptions in the global capital markets that adversely impacted the ability of borrowers to access capital. Although 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 capital markets do not improve and we are unable to access capital with more favorable terms, additional equity and/or credit support may be necessary to obtain construction financing for the remaining cost of the project.

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;

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• 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, 2016. 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, 2016, some of our properties are located on leased property, including:

• The Orleans, located on 77 acres of leased land. (On February 1, 2017, we exercised our option to purchase this land.)

• 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, located on 46 acres of owned land. Diamond Jo Worth also leases 298 acres of land in Emmons, Minnesota on which a nine-hole golf course and a nine-station sporting clay course and hunting facility are located.

• Evangeline Downs, located on 649 acres of owned land and 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." Information with respect to sales prices and holders of record of our common stock is set forth below.

Market Information

The following table sets forth, for the calendar quarters indicated, the high and low sales prices of our common stock as reported by the New York Stock Exchange:

	High		Low
Year Ended December 31, 2016
First Quarter	$	20.74	$	14.96
Second Quarter	21.35		17.45
Third Quarter	20.26		18.13
Fourth Quarter	21.46		17.00
Year Ended December 31, 2015
First Quarter	$	14.62	$	12.16
Second Quarter	15.40		13.01
Third Quarter	17.99		14.90
Fourth Quarter	21.12		16.82

On February 21, 2017, the closing sales price of our common stock on the NYSE was $20.16 per share. On that date, we had approximately 713 holders of record of our common stock and our directors and executive officers owned approximately 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. In July 2008, our Board of Directors suspended the payment of quarterly dividends, and we therefore have not paid any dividends since that date. 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.

Share Repurchase Program

In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock available to be repurchased to $100 million. We have repurchased 1.7 million shares of our common stock pursuant to this authorization, and we are authorized to repurchase up to an additional $92.1 million in shares. We are not obligated to repurchase any shares under this program, and no repurchases were made during the year ended December 31, 2016. 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 would be 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.

In the future, 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 2017 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 Isle of Capri Casinos, Inc., Penn National Gaming, Inc. and Pinnacle Entertainment, Inc. The performance graph assumes that $100 was invested on December 31, 2011 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

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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
December 2012	$	89.01	$	117.88	$	128.48
December 2013	150.94		157.37		168.10
December 2014	171.31		172.74		159.90
December 2015	266.35		168.98		205.40
December 2016	270.38		204.03		234.17

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.

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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.

	Year Ended December 31,
(In thousands, except per share data)	2016 (a)		2015 (b)		2014 (c)			2013 (d)			2012 (e)
Statement of Operations Data:
Net revenues	$	2,183,976	$	2,199,432	$	2,142,255		$	2,198,738		$	1,796,606
Operating income (loss)	260,627		271,202		173,732			231,217			(906,428		)
Income (loss) from continuing operations before income taxes	7,987		4,061		(56,033		)	(55,887		)	(1,112,498		)
Income (loss) from continuing operations, net of tax	205,473		10,695		(50,625		)	(63,571		)	(916,913		)
Income (loss) from discontinued operations, net of tax	212,530		36,539		8,987			(44,983		)	(6,162		)
Net income (loss) attributable to Boyd Gaming Corporation	418,003		47,234		(53,041		)	(80,264		)	(908,865		)
Income (loss) from continuing operations per common share
Basic	$	1.79	$	0.10	$	(0.46	)	$	(0.65	)	$	(10.44	)
Diluted	$	1.78	$	0.10	$	(0.46	)	$	(0.65	)	$	(10.44	)
Balance Sheet Data:
Cash and cash equivalents	$	193,862	$	158,821	$	145,341		$	140,311		$	158,421
Total assets	4,670,751		4,350,900		4,422,384			5,657,522			6,246,725
Long-term debt, net of current maturities	3,199,119		3,239,799		3,375,098			3,482,610			3,953,359
Total stockholders' equity	934,126		508,011		438,087			650,437			467,127
Other Data:
Ratio of earnings to fixed charges (f)	1.0x		1.0x		—			—			—

(a)    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 and 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 $201.5 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. The Company has accounted for its 50% investment in Borgata as discontinued operations for all periods presented in these consolidated financial statements.

(b)    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 and South segment; and $40.7 million in pretax loss on early extinguishments and modifications of debt.

(c)    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 and South segment, and a $8.7 million charge to write down the value of certain non-operating assets.

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(d)    2013 includes $5.4 million in pretax, non-cash impairment charges; and $28.3 million in pretax loss on early extinguishments and modifications of debt. We completed the sale of certain assets and liabilities of the Dania Jai-Alai business on May 22, 2013, and have presented its results as discontinued operations for all periods presented. As a result of the sale of the Echelon site on March 4, 2013, we ceased consolidation of LVE Energy Partners, LLC, as of that date. 2013 also includes a full year of financial results for Peninsula, which we acquired in November 2012.

(e)    2012 includes $1.05 billion of pretax, non-cash impairment charges, primarily consisting of $993.9 million related to the Echelon development, $39.4 million related to various parcels of undeveloped land and $17.5 million for the write-down of the Sam's Town Shreveport gaming license; $18.7 million of pretax acquisition costs, primarily related to the acquisition of Peninsula and a $7.1 million pretax gain from business interruption proceeds due to the temporary closure of our Tunica property in May 2011 due to flooding. 2012 also includes financial results of Peninsula from its November 20, 2012, date of acquisition and a full year of the results of the IP, which we acquired in October 2011.

(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 of our earnings, the earnings were less than fixed charges by $57.3 million, $57.0 million and $1.11 billion for 2014, 2013 and 2012, respectively.

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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 2016, we are a diversified operator of 24 wholly-owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. 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 and South
Par-A-Dice Hotel and Casino	East Peoria, Illinois
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

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 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.

On 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 International ("MGM"). This transaction closed

on August 1, 2016. We accounted for our investment in Borgata by applying the equity method and reported its results as discontinued

operations for all periods presented in this Annual Report on Form 10-K.

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In third quarter 2016, the Peninsula Gaming, LLC ("Peninsula") debt was refinanced, eliminating the financing structure that restricted our ability to transfer cash from Peninsula to Boyd Gaming. As a result of the elimination of this restriction, management concluded that the properties previously comprising the Peninsula segment would be aggregated into the Midwest and South reportable segment.

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.

We operate 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.

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 by cash or 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, fund acquisitions, provide excess cash for future development, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay income taxes and pay 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; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, improving operations and diversifying our asset base; and (iii) successfully implementing 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. We are focused on the following strategic initiatives to improve and grow our business.

Strengthening our Balance Sheet

We are committed to finding opportunities to strengthen our balance sheet through diversifying and increasing cash flow to reduce our debt.

Operating Efficiently

We are committed to operating more efficiently, and endeavor to prevent unneeded expense in our business. The efficiencies of our business model position us to flow a substantial portion of revenue gains directly to the bottom line. We manage our business operations to maintain and improve our margins in order to drive profit growth in our business.

Evaluating Acquisition Opportunities

Our evaluations of potential transactions and acquisitions are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that are a good fit for our business, deliver a solid return for shareholders, and are available at the right price.

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.

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

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controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.

• Food and 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") is an indicator of volume; and the cost per guest served 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)	2016		2015		2014
Net revenues	$	2,184.0	$	2,199.4	$	2,142.3
Operating income	260.6		271.2		173.7
Income (loss) from continuing operations, net of tax	205.5		10.7		(50.6		)
Income from discontinued operations, net of tax	212.5		36.5		9.0
Net income (loss) attributable to Boyd Gaming Corporation	418.0		47.2		(53.0		)

Net Revenues

Net revenues decreased approximately $15.5 million, or 0.7%, for 2016 as compared to 2015 due to a $55.4 million decrease in net revenues in the Midwest and South segment, primarily in gaming revenue. These decreases were primarily at IP, Evangeline Downs and Par-A-Dice. The three markets in which these casinos operate continue to struggle with soft markets and increased gaming capacity. Offsetting this decrease were increases of $37.8 million and $2.2 million in net revenues in the Las Vegas Locals segment and the Downtown Las Vegas segment, respectively.

Net revenues increased approximately $57.2 million, or 2.7%, for 2015 as compared to 2014 due to increases of $29.8 million, $17.5 million and $9.9 million in the Midwest and South segment, Las Vegas Locals segment and the Downtown Las Vegas segment, respectively. These increases were due primarily to improved slot hold percentages and ADR percentage across all segments. Offsetting this increase were decreases of $1.2 million and $1.1 million in rooms revenue and food and beverage revenue, respectively, in the Midwest and South segment compared to the prior year.

Operating Income

In 2016, our operating income decreased $10.6 million as compared to 2015 due to a $19.7 million increase in impairment charges and a $15.2 million increase in project development, preopening and writedowns costs over the prior year period, related primarily to costs surrounding our acquisitions of Aliante and the Cannery Properties (the "Acquisitions"), which more than offset decreases in maintenance and utilities and depreciation and amortization expenses.

In 2015, our operating income increased $97.5 million from the operating income reported for 2014. The increase is due to a $30.1 million decrease in impairment charges in 2015 compared to in the prior year, as well as the impact of increased net revenues and controlled operating expenses in all segments.

Income (Loss) From Continuing Operations, Net of Tax

Income from continuing operations in 2016 increased $194.8 million, as compared to the comparable prior year period, due to an income tax benefit of $201.5 million related to the release of a valuation allowance on our federal and state income tax net operating loss carryforwards and other deferred tax assets. Interest expense, net of amounts capitalized, for 2016 decreased $11.9 million compared to the prior year primarily due to interest rate effects of our debt refinancing transactions. These items were offset by the increase in impairment charges and in project development, preopening and writedowns expenses.

Income from continuing operations for 2015 was $10.7 million, as compared to a loss from continuing operations of $50.6 million in the comparable prior year period. The improved operating results are due to the improvements in operating income discussed above and a $5.5 million decrease in interest expense, net of amounts capitalized, for 2015 compared to the prior year period due to a lower average long term debt balance. Partially offsetting these improvements was $39.2 million of additional loss on early extinguishment of debt in 2015 compared to the prior year period.

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Income From Discontinued Operations, Net of Tax

Income from discontinued operation, net of tax, reflects the results of our equity method investment in Borgata. The increase in

2016 compared to 2015 is primarily a result of the $181.7 million after-tax gain on the sale of our equity interest in Borgata and the property tax refunds of $9.1 million received subsequent to the sale, both of which are included in discontinued operations in 2016. The increase in 2015 compared to 2014 is a result of an increase in Borgata's net income driven by increased revenues and decreased operating expenses and interest expense.

Net Income (Loss) Attributable to Boyd Gaming Corporation

For the year ended December 31, 2016, the net income attributable to Boyd Gaming was $418.0 million, compared with net income attributable to Boyd Gaming of $47.2 million for the corresponding period of the prior year. The $370.8 million increase is primarily due to an income tax benefit of $201.5 million related to the release of a valuation allowance on our federal and state income tax net operating loss carryforwards and other deferred tax assets and to the gain on the sale of our equity interest in Borgata on August 1, 2016.

For the year ended December 31, 2015, the net income attributable to Boyd Gaming was $47.2 million compared with net loss attributable to Boyd Gaming of $53.0 million for the corresponding period of the prior year. The $100.3 million increase is primarily due to increased gaming revenues and improved results at Borgata in discontinued operations, net of tax, and partially offset by an increase of $39.2 million of loss on early extinguishments and modifications of debt.

Operating Revenues

We derive the majority of our gross revenues from our gaming operations, which generated approximately 75% of gross revenues for 2016 and 76% of gross revenues in both 2015 and 2014. Food and beverage gross revenues represent our next most significant revenue source, generating approximately 13% of gross revenues for 2016, 2015, and 2014. Room revenues and other revenues separately contributed less than 10% of gross revenues during each year.

	Year Ended December 31,
(In millions)	2016			2015			2014
REVENUES
Gaming	$	1,820.2		$	1,847.2		$	1,799.7
Food and beverage	306.1			307.4			303.4
Room	170.8			163.5			157.4
Other	122.5			124.0			122.3
Gross revenues	2,419.6			2,442.1			2,382.8
Less promotional allowances	235.6			242.7			240.5
Net revenues	$	2,184.0		$	2,199.4		$	2,142.3
COSTS AND EXPENSES
Gaming	$	880.7		$	900.9		$	888.4
Food and beverage	170.1			168.1			168.7
Room	44.2			41.3			41.1
Other	76.7			80.5			86.2
Total costs and expenses	$	1,171.7		$	1,190.8		$	1,184.4
MARGINS
Gaming	51.61		%	51.23		%	50.64		%
Food and beverage	44.45		%	45.32		%	44.39		%
Room	74.10		%	74.74		%	73.87		%
Other	37.33		%	35.05		%	29.51		%

Gaming

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. Gross gaming revenues decreased by $27.0 million, or 1.5%, during 2016 as compared to the prior year, which was due to a decrease of $58.3 million in the Midwest and South segment. The Midwest and South segment experienced a 4.8% decrease in slot handle and a 5.1% decrease in table game drop. Partially offsetting this decrease was an increase of $29.2 million in the Las Vegas Locals segment attributable primarily to the acquisitions of Aliante and the Cannery Properties in September and December

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2016, respectively, an overall increase in both table game drop and slot hold, as well as a $2.1 million increase in the Downtown Las Vegas segment. Gaming expenses decreased by $20.2 million, or 2.2%, reflective of the overall reduction in gaming revenues.

In 2015, gross gaming revenues increased by $47.4 million, or 2.6%, as compared to the prior year due to $26.6 million, $11.2 million and $9.6 million increases in the Midwest and South, Las Vegas Locals and Downtown Las Vegas segments, respectively, primarily related to increases in table game hold percentages across all segments. Our overall slot and table game hold increased 0.1% and 0.3%, respectively, from 2014 to 2015. Gaming margin improved in 2015 versus the prior year as gaming revenue increases outpaced the increase in expenses.

Food and Beverage

Food and beverage revenues decreased $1.3 million, or 0.4%, during 2016 as compared to 2015 due to a $7.2 million decrease in the Midwest and South segment, primarily at Par-A-Dice and Evangeline Downs. The decrease in food and beverage revenue was also a result of a decline in food covers across all segments. Offsetting this decrease were increases of food and beverage revenues of $5.2 million and $0.7 million in the Las Vegas Locals segment and Downtown Las Vegas segment, respectively, related to the Acquisitions and to increases in average guest check. Food and beverage expenses increased by $2.0 million and margin remained consistent as compared to last year.

Food and beverage revenues increased $4.0 million, or 1.3%, during 2015 as compared to 2014 due to a $3.2 million and $1.9 million increase in the Las Vegas Locals and Downtown Las Vegas segments, respectively, related to increases in average guest check. Offsetting this increase was a decrease in food and beverage revenues of $1.1 million in the Midwest and South segment primarily related to a decrease in food covers. Food and beverage expenses decreased by $0.6 million and margin remained consistent as compared to 2014.

Room

Room revenues increased $7.3 million, or 4.5%, in 2016 compared to 2015 due to an increases in average daily rates across all segments. The increase was offset by a $0.4 million decrease in the Midwest and South segment due primarily to a 3.1% decrease in hotel occupancy over the prior year.

Room revenues increased by $6.1 million, or 3.9%, in 2015 compared to 2014 due primarily to a $6.4 million increase in the Las Vegas Locals segment related to an 11.0% increase in average daily rate. The increase was partially offset by a $1.2 million decrease in the Midwest and South segment as a result of lower occupancy in some of the properties. Room expenses and margin remained consistent as compared to the prior period.

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 decreased by $1.5 million, or 1.2%, during 2016 as compared to the prior year due to decreased visitor spending.

Other revenues increased by $1.7 million, or 1.4%, during 2015 as compared to the prior year due to an increase in other revenue in the Midwest and South segment. Other operating margin remained consistent as compared to the prior period.

Revenues by Reportable Segment

The following table presents our net revenues by Reportable Segment:

	Year Ended December 31,
(In millions)	2016		2015		2014
Net Revenues by Reportable Segment
Las Vegas Locals	$	647.9	$	610.1	$	592.7
Downtown Las Vegas	236.4		234.2		224.3
Midwest and South	1,299.7		1,355.1		1,325.3
Net revenues	$	2,184.0	$	2,199.4	$	2,142.3

Las Vegas Locals

Net revenues increased $37.8 million, or 6.2%, during 2016 as compared the comparable prior year period. Gaming revenues increased $29.2 million, or 6.4%, due primarily to the acquisitions of Aliante and the Cannery Properties in September and December 2016, respectively. Table game drop and slot hold increased 0.3 and 0.2 percentage points, respectively, as compared to prior year. Room revenue increased $7.3 million resulting from increases of 2.7% in ADR and 0.8% in hotel occupancy rate.

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Food and beverage revenues increased by 5.0%, due primarily to a 2.0% increase in average guest check, offset by a 3.7% decrease in food covers.

Net revenues for our Las Vegas Locals segment in 2015 increased $17.5 million, or 2.9%, compared to the prior year. Gaming revenues increased $11.2 million, or 2.5%, due primarily to an increase in slot hold percentage point and table games drop. Increases of 9.2% in room revenues and 3.2% in food and beverage revenues reflect an 11.0% increase in average daily rate and a 5.2% increase in average guest check, respectively.

Downtown Las Vegas

Net revenues increased by $2.2 million, or 0.9%, in 2016 as compared to the prior year due to an increase in all Downtown Las Vegas revenue sources. Gaming revenues increased $2.1 million, resulting from a 0.8% increases in slot handle. Additionally, food and beverage increased $0.7 million due to 2.7% increase in average guest check, which more than offset a 2.7% decrease in food covers. Room revenues and other revenues remained largely consistent with the prior year.

Net revenues increased by $9.9 million, or 4.4%, in 2015 as compared to the prior year due to 6.7% and 3.8% increases in gaming and food and beverage revenues, respectively. Gaming revenues increased $9.6 million due to 1.0% and 0.2% increases in table games hold percentage and slot hold percentage, respectively, along with increases in both slot handle and table games drop. The $1.9 million increase in food and beverage revenues reflects a 4.0% increase in average guest check. Room revenues and other revenues remained largely consistent with the prior year.

Midwest and South

Net revenues decreased $55.4 million, or 4.1%, during 2016 as compared to 2015 due to a decrease in all revenue sources at many of the Midwest and South properties. This decrease was primarily due to a $58.3 million, or 4.7%, decrease in gaming revenues coupled with a $7.2 million, or 4.8%, decrease in food and beverage, offset by an $11.0 million decrease in promotional allowances. The decrease in food and beverage revenues from the prior year was due primarily to a 7.3% decrease in food covers. Room revenues remained largely consistent with the prior year.

Net revenues increased $29.8 million, or 2.2%, during 2015 as compared to 2014. This increase was primarily due to a $26.6 million, or 2.2%, increase in gaming revenues coupled with a $2.2 million, or 5.1%, increase in other revenues, and a $3.3 million decrease in promotional allowances. Table games hold percentage and slot hold percentage increased 0.4% and 0.1%, respectively, as compared to prior year. Food and beverage revenues decreased $1.1 million, or 0.7%, due primarily to a decrease in food covers. Room revenues decreased $1.2 million, or 1.8%, despite a 1.3% increase in average daily rate compared to the prior year.

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)	2016		2015		2014
Selling, general and administrative	$	322.0	$	322.4	$	327.6
Maintenance and utilities	100.0		104.5		109.5
Depreciation and amortization	196.2		207.1		208.9
Corporate expense	72.7		76.9		75.6
Project development, preopening and writedowns	22.1		6.9		13.7
Impairment of assets	38.3		18.6		48.7
Other operating items, net	0.3		0.9		—

Selling, General and Administrative

Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of gross revenues, were 13.3%, 13.2% and 13.7% for 2016, 2015 and 2014, respectively. We continue to focus on disciplined and targeted marketing spend and on our cost containment efforts.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of gross revenues, were 4.1%, 4.3% and 4.6% for 2016, 2015 and 2014, respectively. The decreases between the periods are primarily due to the fact that no major maintenance projects were undertaken in the periods, coupled with cost reductions associated with the Company's energy savings initiatives.

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Depreciation and Amortization

Depreciation and amortization expense, as a percentage of gross revenues, was 8.1%, 8.5% and 8.8% for 2016, 2015 and 2014, respectively. The overall year-over-year decreases are primarily due to the decrease in intangible asset amortization for the Midwest and South segment as its customer relationships are amortized using an accelerated method over their approximate useful life of five years.

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, represented 3.0%, 3.2% and 3.2%, of gross revenues, for 2016, 2015 and 2014, respectively.

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, 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; and (iii) asset write-downs. The increase in such costs in the current year periods as compared to the prior year is primarily due to the costs incurred related to the acquisitions of Aliante and the Cannery Properties and to the pursuit of strategic initiatives.

Impairment of Assets

Impairments 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 and South segment.

Impairment of assets of $18.6 million in 2015 include a $17.5 million non-cash impairment charge for a gaming license in our Midwest and South segment and a $1.1 million charge to write down the value of certain non-operating assets.

Impairment of assets in 2014 include non-cash impairment charges of $39.8 million for gaming licenses and $0.3 million for trademarks in our Midwest and South segment, and an $8.7 million charge to write down the value of certain non-operating assets.

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)	2016			2015			2014
Interest Expense, net	$	209.7		$	222.7		$	228.2
Average Long-Term Debt Balance	3,337.0			3,416.5			3,545.9
Loss on Early Extinguishments and Modifications of Debt	42.4			40.7			1.5
Weighted Average Interest Rates	5.3		%	5.3		%	5.4		%
Mix of Boyd Gaming Corporation Debt at Year End
Fixed rate debt	45.7		%	43.6		%	36.0		%
Variable rate debt	54.3		%	56.4		%	64.0		%

Interest expense, net of capitalized interest and interest income, for 2016 decreased $13.0 million, or 5.8%, due to the reduction in our average long-term debt balance during the period.

Interest expense, net of capitalized interest and interest income, for 2015 decreased $5.4 million, or 2.4%, over the prior year, reflecting a $129.4 million reduction in average long-term borrowing outstanding and a lower average interest rate in 2015.

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Loss on Early Extinguishments of Debt

The components of the loss on early extinguishments and modifications of debt, are as follows:

	December 31,
(In thousands)	2016		2015		2014
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		—		—
9.125% Senior Notes premium and consent fees	—		23,962		—
9.125% Senior Notes deferred finance charges	—		4,888		—
HoldCo Note	—		7,819		—
Boyd Gaming Credit Facility deferred finance charges	6,629		1,978		—
Peninsula Credit Facility deferred finance charges	9,512		2,086		1,536
Total loss on early extinguishments and modifications of debt	$	42,364	$	40,733	$	1,536

Income Taxes

The effective tax rate on income or loss from continuing operations during 2016, 2015 and 2014 was (2,472.2%), (163.4%) and 9.7%, respectively. Our effective tax rate is impacted by adjustments that are largely independent of our operating results before taxes. During 2016, our tax benefit was primarily a result of the release of a valuation allowance on our federal and state net operating loss carryforwards and other deferred tax assets. The tax benefit for the years ended December 31, 2015 and 2014 was favorably impacted by impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets and adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets. The deferred tax liabilities created by the tax amortization of these intangibles could not be used to offset our net operating loss or other deferred tax assets in determining our valuation allowance. In 2015, the tax benefit was favorably impacted by the partial release of the valuation allowance attributable to income from continuing operations and the federal and state release of unrecognized tax benefits (including associated interest reserves) in connection with our Internal Revenue Service (“IRS”) and New Jersey income tax examinations. The tax provision for the year ended December 31, 2014 was adversely impacted by the valuation allowance applied to our federal and state income tax net operating losses and certain other deferred tax assets. Additionally, in 2014, the tax provision was favorably impacted by the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest, as a result of statute expirations.

Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above. As part of our review in determining the need for a valuation allowance, we assess the positive and negative evidence in each tax jurisdiction. In performing our analysis 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.

We have maintained a valuation allowance of $28.4 million against certain federal and state deferred tax assets as of December 31, 2016 due to uncertainties related to our ability to realize the tax benefits associated with these assets. We considered, 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.

Income from Discontinued Operations, Net of Tax

Income from discontinued operations reflects the $181.7 million after-tax gain on the August 1, 2016, 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.

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LIQUIDITY AND CAPITAL RESOURCES

Financial Position

We operate our business with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cash equivalents balance was $193.9 million and $158.8 million at December 31, 2016 and 2015, respectively. Our working capital deficit at December 31, 2016 and 2015 was $57.6 million and $97.4 million, respectively.

Our credit facility generally provides any necessary funds for 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 under our credit facility, as necessary, by either borrowing or paying down with excess cash. We also plan the timing and the amounts of our capital expenditures. We believe that the borrowing capacity under our credit facility, subject to restrictive covenants, and cash flows from operating activities will be sufficient to meet our projected operating and maintenance capital expenditures for at least the next twelve months. The source of funds available to us for the repayment of our debt or to fund development projects is derived primarily from our cash flows from operations and availability under our credit facility, to the extent availability exists after we meet our working capital needs, and subject to restrictive covenants.

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.

Cash Flows Summary

	Year Ended December 31,
(In millions)	2016			2015			2014
Net cash provided by operating activities	$	302.9		$	325.8		$	289.9
Cash Flows from Investing Activities
Capital expenditures	(160.4		)	(131.2		)	(137.8		)
Cash paid for acquisitions, net of cash received	(592.7		)	—			—
Investments in and advances to unconsolidated subsidiaries, net	—			—			0.2
Other investing activities	14.1			4.5			(5.9		)
Net cash used in investing activities	(739.0		)	(126.7		)	(143.5		)
Cash Flows from Financing Activities
Net payments of debt	(97.9		)	(203.4		)	(140.1		)
Share-based compensation activities, net	(1.3		)	3.7			1.8
Net cash used in financing activities	(99.2		)	(199.7		)	(138.3		)
Net cash provided by (used in) discontinued operations	570.3			14.1			(40.6		)
Net increase (decrease) in cash and cash equivalents	$	35.0		$	13.5		$	(32.5	)

Cash Flows from Operating Activities

During 2016, 2015 and 2014, we generated net operating cash flow of $302.9 million, $325.8 million and $289.9 million, respectively. Generally, operating cash flows decreased $22.9 million in 2016 compared to 2015 due to the flow through effect of lower revenues and increased project development expenses, offset by reduced interest expense. Generally, operating cash flows increased $35.9 million in 2015 compared to 2014 due to the flow through effect of higher revenues, partially offset by 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 2016, we incurred net cash outflows for investing activities of $739.0 million due to our acquisitions of Aliante and the Cannery Properties and capital expenditures during the period of $160.4 million.

During 2015, we incurred net cash outflows for investing activities of $126.7 million due to our capital expenditures during the period of $131.2 million.

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In 2014, we incurred net cash outflows for investing activities of $143.5 million due to our capital expenditures during the period of $137.8 million.

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 2016, 2015 and 2014, our net cash outflows for financing activities totaled $99.2 million, $199.7 million and $138.3 million, respectively, as we used cash generated from operations to extinguish outstanding debt.

Cash Flows from Discontinued Operations

Discontinued operations activities in 2016, 2015 and 2014 represents Borgata. The net cash inflow of $570.3 million in 2016 includes the pretax cash proceeds of $589 million received from the sale of our equity interest in Borgata.

Indebtedness

The balances of our long-term debt and the changes in those balances, are as follows:

(In millions)	December 31, 2016		December 31, 2015		Increase/ (Decrease)
Boyd Gaming Corporation Debt:
Bank credit facility	$	1,782.5	$	1,209.7	$	572.8
9.00% senior notes due 2020	—		350.0		(350.0		)
6.875% senior notes due 2023	750.0		750.0		—
6.375% senior notes due 2026	750.0		—		750.0
Other	0.6		—		0.6
	3,283.1		2,309.7		973.4
Peninsula Gaming Debt:
Bank credit facility	—		662.8		(662.8		)
8.375% senior notes due 2018	—		350.0		(350.0		)
	—		1,012.8		(1,012.8		)
Total long-term debt	3,283.1		3,322.5		(39.4		)
Less current maturities	30.3		29.8		0.5
Long-term debt, net	$	3,252.8	$	3,292.7	$	(39.9	)

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

Credit Facility

On September 15, 2016, the Company entered into an Amendment No. 1 and Joinder Agreement (the "Amendment") 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. The Amendment modified the Third Amended and Restated Credit Agreement dated August 14, 2013 (the "Prior Credit Facility" together with the Amendment referred to as the "Credit Facility" or the "Credit Agreement").

As modified by the Amendment, the Credit Facility provides for: (i) increased commitments under the existing senior secured revolving credit facility (the "Revolving Credit Facility") to an amount equal to $775.0 million, (ii) commitments under the existing senior secured term A loan (the "Term A Loan") in an amount equal to $225.0 million, and (iii) a new $1.0 billion senior secured term B-2 loan (the "Term B-2 Loan"). The maturity dates of the Revolving Credit Facility and the Term A Loan have been extended to September 15, 2021 (or earlier upon the occurrence or non-occurrence of certain events); the Term B-2 Loan matures on September 15, 2023 (or earlier upon the occurrence or non-occurrence of certain events); the maturity date of the existing senior secured term B-1 loan (the "Term B-1 Loan"), remains August 14, 2020. The increase to the Term A Loan and the new Term B-2 Loan were fully funded on the effective date of the Amendment. Proceeds from the Credit Facility were used to refinance all

37

outstanding obligations under the Prior Credit Facility, to fund transaction costs in connection with the Credit Facility, and for working capital and other general corporate purposes.

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.

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 Term B-1 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; (iii) the loans under the Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016, payable on a quarterly basis; and (iv) 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 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 from time to time of the Term B-1 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 1.00% minimum) plus 3.00% or (ii) the base rate plus 2.00%. The interest rate on the outstanding balance from time to time of the Term B-2 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 0.00% minimum) plus 3.00% or (ii) the base rate plus 2.00%.

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 3.4% at December 31, 2016 and 3.8% at December 31, 2015.

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 Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016, 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 Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any prepayment of the Term B-2 Loan prior to March 15, 2017 that is accompanied by a repricing of the Term B-2 Loan.

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 (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

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

38

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 outstanding principal amounts under the Credit Facility are comprised of the following:

	December 31,
(In millions)	2016		2015
Revolving Credit Facility	$	245.0	$	240.0
Term A Loan	222.2		183.3
Term B-1 Loan	271.8		730.8
Term B-2 Loan	997.5		—
Swing Loan	46.0		55.6
Total outstanding principal amounts under the Credit Facility	$	1,782.5	$	1,209.7

After consideration of $12.0 million allocated to support various letters of credit, approximately $471.9 million of availability remained under our Credit Facility at December 31, 2016.

Senior Notes

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "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 a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% 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 6.875% Notes, together, the "6.875% 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% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.875% 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% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% 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. Subsequent to May 15, 2018, 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, plus accrued and unpaid interest and Additional Interest.

Senior Notes

6.375% Senior Notes due April 2026

Significant Terms

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% 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

39

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, 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.

In connection with the private placement of the 6.375% 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 6.375% Notes. We filed the required registration statement and commenced the exchange offer during December 2016. The exchange offer was completed on February 10, 2017 and our obligations under the registration rights agreement have been fulfilled.

Senior Notes

9.00% Senior Notes due July 2020

On September 6, 2016 we redeemed all of our 9.00% senior notes due July 2020 (the "9.00% Notes") at a redemption price of 104.50% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 9.00% Notes have been fully extinguished.

Peninsula Gaming Debt

Peninsula Credit Facility

On September 2, 2016, Peninsula repaid all of the outstanding amounts, including all principal and accrued interest amounts, under the Peninsula senior secured credit facility (the "Peninsula Credit Facility") pursuant to the Peninsula Credit Agreement. In connection with the repayment in full of the Peninsula Credit Facility (the "Repayment"), the Peninsula Credit Agreement was terminated.

Senior Notes

8.375% Senior Notes due February 2018

On September 2, 2016 we redeemed all of our 8.375% senior notes due February 2018 (the "8.375% Notes") at a redemption price of 100.0% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 8.375% Notes have been fully extinguished.

Covenant Compliance

As of December 31, 2016, 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
For the year ending December 31,
2017	$	30.3
2018	76.4
2019	30.3
2020	266.1
2021	432.3
Thereafter	2,447.7
Total outstanding principal of long-term debt	$	3,283.1

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. In July 2008, our Board

40

of Directors suspended the quarterly dividend for the current and future periods; therefore, we did not declare a dividend during 2016, 2015 and 2014.

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 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. We are not obligated to purchase any shares under our stock repurchase program, and we did not repurchase any shares of our common stock during 2016, 2015 and 2014. We are currently authorized to repurchase up to an additional $92.1 million in shares of our common stock under the share repurchase program.

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, subsequently received by Borgata and to which Boyd Gaming retains the right to receive payment. On February 15, 2017, Borgata announced that it had entered into a settlement agreement under which it will receive payments totaling $72 million to resolve the property tax issues. We will receive 50% of those payments once Borgata receives the payments from the city.

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.

Our estimated total capital expenditures for 2017 are expected to be approximately $248 million, primarily comprised of land purchases totaling $78 million and various maintenance capital expenditures across our properties. We intend to fund such capital expenditures through our credit facility and operating cash flows.

In addition to the capital spending discussed above, we also continue to pursue other potential development projects that may require us to invest significant amounts of capital. We continue to work with Wilton Rancheria, a federally-recognized tribe located about 30 miles southeast of Sacramento, California, to develop and manage a gaming entertainment complex.

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CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations as of December 31, 2016:

	Year Ending December 31,
(In millions)	Total		2017		2018		2019		2020		2021		Thereafter
CONTRACTUAL OBLIGATIONS:
Long-Term Debt
Bank credit facility	$	1,782.5	$	30.2	$	76.3	$	30.2	$	266.0	$	432.2	$	947.6
6.375% senior notes due 2026	750.0		—		—		—		—		—		750.0
6.875% senior notes due 2023	750.0		—		—		—		—		—		750.0
Other	0.6		0.1		0.1		0.1		0.1		0.1		0.1
Total long-term debt	3,283.1		30.3		76.4		30.3		266.1		432.3		2,447.7
Interest on Fixed Rate Debt	769.0		99.4		99.4		99.4		99.4		99.4		272.0
Interest on Variable Rate Debt (1)	336.7		61.2		60.2		59.2		53.7		43.1		59.3
Operating Leases	430.8		46.0		18.5		16.3		14.1		13.7		322.2
Purchase Obligations (2)	38.5		11.4		6.2		3.2		2.3		2.3		13.1
TOTAL CONTRACTUAL OBLIGATIONS	$	4,858.1	$	248.3	$	260.7	$	208.4	$	435.6	$	590.8	$	3,114.3

(1) Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2016. Estimated interest payments for variable-rate debt are based on rates at December 31, 2016.

(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.

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.

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Outstanding Letters of Credit

At December 31, 2016, we had outstanding letters of credit totaling $12.0 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 $2.6 billion at December 31, 2016, or 55.8% 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. a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;

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;

iv. an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;

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. 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

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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

Acquisition of Cannery Casino Hotel and Nevada Palace, LLC

On December 20, 2016, we acquired The Cannery Hotel and Casino, LLC (“Cannery”), the owner and operator of Cannery Casino Hotel, and Nevada Palace, LLC (“Eastside Cannery”), 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. Accordingly, the acquired assets and liabilities of Cannery and Eastside Cannery are included in our consolidated balance sheet as of December 31, 2016 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from December 20, 2016 through December 31, 2016, during the year ended December 31, 2016. The net purchase price was $228.2 million.

The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment with assistance from preliminary third party appraisals. The excess of the purchase price over the net book value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the acquisitions 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, 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 no later than third quarter of 2017. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2016.

Acquisition of Aliante

On September 27, 2016, we acquired ALST, the holding company of Aliante Gaming, LLC ("Aliante"), the owner and operator of the Aliante Casino + Hotel + Spa, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged (the "Merger") with and into ALST, 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 sheet as of December 31, 2016 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from September 27, 2016 through December 31, 2016, during the year ended December 31, 2016. The net purchase price was $372.3 million.

The Company is following 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 estimated fair values as of the acquisition date, which was determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values has been recorded as goodwill.

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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. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. 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; 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 were 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. Gaming license rights are tested for impairment using a discounted cash flow approach. Trademarks are tested for impairment using the relief-from-royalty method. 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 test, performed as of October 1, 2016, resulted in a $23.6 million impairment charge for one of our gaming licenses.

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, 2016. 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 before applying a two-step goodwill impairment test. If the entity concludes that it is not likely that the fair value of the reporting unit is less than its carrying amount, it is not required to perform the two-step test for that reporting unit. The guidance lists certain factors to consider when making this qualitative assessment. In the event that the entity concludes the two-step test is required, Step One of the test is a screen used to identify whether or not goodwill impairment may exist. In Step One, an entity compares the fair value of a reporting unit with its carrying amount. If a reporting unit's carrying amount exceeds its fair value, goodwill impairment may exist. Step Two of the test must then be performed to measure the amount of impairment, if any. In Step Two, an entity compares the implied fair value of goodwill with its carrying amount. An impairment loss is measured by the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill should be determined in the same manner that goodwill is measured in a business combination; that is, an entity must allocate the fair value of a reporting unit to the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination.

As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in the performance of the Step One valuations of goodwill for those reporting units that are deemed to have a

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greater likelihood of impairment. We perform the test 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.

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, 2016, the fair value of our reporting units exceeded their carrying value with the exception of one reporting unit in our Midwest and South segment. For that reporting unit, we performed the Step 2 test and concluded that a $12.5 million impairment of goodwill had occurred. At December 31, 2016, 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, 2016.

Although, with the one exception described above, we satisfied Step One 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, 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 Step One test, and a resulting impairment of our goodwill in an amount up to its book value of $826.5 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.

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

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("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.

For workers' compensation, using payroll by state as weights, we calculate a weighted average industry LDF; for general liability claims, we use gross 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, 2016, unpaid case reserves on claims in excess of $0.5 million, which we have subrogated to the reinsurer, totaled less than $0.9 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.

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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, 2016 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.

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 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)	2017			2018			2019			2020			2021			Thereafter			Total			Fair Value
Boyd Gaming Debt
Long-term debt (including current portion):
Fixed-rate	$	0.1		$	0.1		$	0.1		$	0.1		$	0.1		$	1,500.1		$	1,500.6		$	1,611.2
Average interest rate	6.6		%	6.6		%	6.6		%	6.6		%	6.6		%	6.6		%	6.6		%
Variable-rate	$	30.2		$	76.3		$	30.2		$	266.0		$	432.2		$	947.6		$	1,782.5		$	1,791.9
Average interest rate	3.4		%	3.4		%	3.4		%	3.4		%	3.5		%	3.8		%	3.4		%

As of December 31, 2016, our long-term variable-rate borrowings represented approximately 54.3% of total long-term debt. Based on December 31, 2016 debt levels, a 100 basis point change in LIBOR or the base rate would cause our annual interest costs to change by approximately $17.8 million.

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The following table provides other information about our long-term debt:

	December 31, 2016
(In millions)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Bank credit facility	$	1,782.5	$	1,752.1	$	1,791.9	Level 2
6.875% senior notes due 2023	750.0		738.8		806.2		Level 1
6.375% senior notes due 2026	750.0		738.0		804.4		Level 1
Other	0.6		0.6		0.6		Level 3
Total long-term debt	$	3,283.1	$	3,229.5	$	3,403.1

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2016.

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ITEM 8.    Financial Statements and Supplementary Data

The following consolidated financial statements for the three years in the period ended December 31, 2016 are filed as part of this Report:

	Page No.
Report of Independent Registered Public Accounting Firm	51
Consolidated Balance Sheets at December 31, 2016 and 2015	52
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014	53
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014	54
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014	55
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014	56
Notes to Consolidated Financial Statements	57

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").

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Boyd Gaming Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Boyd Gaming Corporation and subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, 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), the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 23, 2017

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

______________________________________________________________________________________________________

	December 31,
(In thousands, except share data)	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	193,862		$	158,821
Restricted cash	16,488			19,030
Accounts receivable, net	30,371			25,289
Inventories	18,568			15,462
Prepaid expenses and other current assets	46,214			37,250
Income taxes receivable	2,444			1,380
Total current assets	307,947			257,232
Property and equipment, net	2,605,169			2,225,342
Other assets, net	49,205			48,341
Intangible assets, net	881,954			890,054
Goodwill, net	826,476			685,310
Investment in unconsolidated subsidiary held for sale	—			244,621
Total assets	$	4,670,751		$	4,350,900
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	30,336		$	29,750
Accounts payable	84,086			75,803
Accrued liabilities	251,082			249,518
Total current liabilities	365,504			355,071
Long-term debt, net of current maturities and debt issuance costs	3,199,119			3,239,799
Deferred income taxes	83,980			162,189
Other long-term tax liabilities	3,307			3,085
Other liabilities	84,715			82,745
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; 112,896,377 and 111,614,420 shares outstanding	1,129			1,117
Additional paid-in capital	953,440			945,041
Retained earnings (accumulated deficit)	(19,878		)	(437,881		)
Accumulated other comprehensive income (loss)	(615		)	(316		)
Total Boyd Gaming Corporation stockholders’ equity	934,076			507,961
Noncontrolling interest	50			50
Total stockholders’ equity	934,126			508,011
Total liabilities and stockholders’ equity	$	4,670,751		$	4,350,900

The accompanying notes are an integral part of these consolidated financial statements.

52

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands, except per share data)	2016			2015			2014
Revenues
Gaming	$	1,820,176		$	1,847,167		$	1,799,724
Food and beverage	306,145			307,442			303,404
Room	170,816			163,509			157,427
Other	122,416			123,959			122,237
Gross revenues	2,419,553			2,442,077			2,382,792
Less promotional allowances	235,577			242,645			240,537
Net revenues	2,183,976			2,199,432			2,142,255
Operating costs and expenses
Gaming	880,716			900,922			888,414
Food and beverage	170,053			168,096			168,730
Room	44,245			41,298			41,132
Other	76,719			80,508			86,166
Selling, general and administrative	322,009			322,420			327,599
Maintenance and utilities	100,020			104,548			109,526
Depreciation and amortization	196,226			207,118			208,915
Corporate expense	72,668			76,941			75,626
Project development, preopening and writedowns	22,107			6,907			13,747
Impairments of assets	38,302			18,565			48,681
Other operating items, net	284			907			(13		)
Total operating costs and expenses	1,923,349			1,928,230			1,968,523
Operating income	260,627			271,202			173,732
Other expense (income)
Interest income	(2,961		)	(1,858		)	(1,879		)
Interest expense, net of amounts capitalized	212,692			224,590			230,060
Loss on early extinguishments and modifications of debt	42,364			40,733			1,536
Other, net	545			3,676			48
Total other expense, net	252,640			267,141			229,765
Income (loss) from continuing operations before income taxes	7,987			4,061			(56,033		)
Income taxes benefit	197,486			6,634			5,408
Income (loss) from continuing operations, net of tax	205,473			10,695			(50,625		)
Income from discontinued operations, net of tax	212,530			36,539			8,987
Income from discontinued operations attributable to noncontrolling interest, net of tax	—			—			(11,403		)
Net income (loss) attributable to Boyd Gaming Corporation	$	418,003		$	47,234		$	(53,041	)
Basic net income (loss) per common share
Continuing operations	$	1.79		$	0.10		$	(0.46	)
Discontinued operations	1.86			0.32			(0.02		)
Basic net income (loss) per common share	$	3.65		$	0.42		$	(0.48	)
Weighted average basic shares outstanding	114,507			112,789			109,979
Diluted net income (loss) per common share
Continuing operations	$	1.78		$	0.10		$	(0.46	)
Discontinued operations	1.85			0.32			(0.02		)
Diluted net income (loss) per common share	$	3.63		$	0.42		$	(0.48	)
Weighted average diluted shares outstanding	115,189			113,676			109,979

The accompanying notes are an integral part of these consolidated financial statements.

53

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2016			2015			2014
Net income (loss)	$	418,003		$	47,234		$	(53,041	)
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities	(299		)	(263		)	1,464
Comprehensive income (loss)	$	417,704		$	46,971		$	(51,577	)

The accompanying notes are an integral part of these consolidated financial statements.

54

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

______________________________________________________________________________________________________

	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)			Loss, Net			Interest			Equity
Balances, January 1, 2014	108,155,002	$	1,082	$	902,496		$	(432,074	)	$	(1,517	)	$	180,450		$	650,437
Net income (loss)	—	—		—			(53,041		)	—			11,403			(41,638		)
Comprehensive income attributable to Boyd	—	—		(640		)	—			1,464			—			824
Stock options exercised	562,234	6		4,146			—			—			—			4,152
Release of restricted stock units, net of tax	559,824	5		(2,366		)	—			—			—			(2,361		)
Share-based compensation costs	—	—		18,476			—			—			—			18,476
Noncontrolling interests contribution	—	—		—			—			—			30			30
Deconsolidation of Borgata	—	—		—			—			—			(191,833		)	(191,833		)
Balances, December 31, 2014	109,277,060	1,093		922,112			(485,115		)	(53		)	50			438,087
Net income	—	—		—			47,234			—			—			47,234
Comprehensive loss attributable to Boyd	—	—		—			—			(263		)	—			(263		)
Stock options exercised	1,301,789	13		9,794			—			—			—			9,807
Release of restricted stock units, net of tax	553,822	6		(3,678		)	—			—			—			(3,672		)
Release of performance stock units, net of tax	481,749	5		(2,451		)	—			—			—			(2,446		)
Share-based compensation costs	—	—		19,264			—			—			—			19,264
Balances, December 31, 2015	111,614,420	1,117		945,041			(437,881		)	(316		)	50			508,011
Net income (loss)	—	—		—			418,003			—			—			418,003
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		$	(19,878	)	$	(615	)	$	50		$	934,126

The accompanying notes are an integral part of these consolidated financial statements.

55

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(In thousands)	2016			2015			2014
Cash Flows from Operating Activities
Net income (loss)	$	418,003		$	47,234		$	(53,041	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations, net of tax	(212,530		)	(36,539		)	(8,987		)
Income from discontinued operations attributable to noncontrolling interest, net of tax	—			—			11,403
Depreciation and amortization	196,226			207,118			208,915
Amortization of debt financing costs and discounts on debt	14,870			21,308			22,377
Share-based compensation expense	15,518			19,264			18,476
Deferred income taxes	(199,051		)	16,846			(870		)
Non-cash impairment of assets	38,302			18,565			48,681
Gain on sale of assets	(6,288		)	—			—
Loss on early extinguishments and modifications of debt	42,364			40,733			1,536
Other operating activities	1,625			2,145			467
Changes in operating assets and liabilities:
Restricted cash	2,542			(923		)	2,579
Accounts receivable, net	45			1,971			6,988
Inventories	884			(301		)	374
Prepaid expenses and other current assets	1,691			(4,275		)	2,161
Current other tax asset	—			1,802			88
Income taxes receivable	(1,064		)	(137		)	(1,137		)
Other assets, net	(626		)	922			2,146
Accounts payable and accrued liabilities	(11,824		)	13,207			28,572
Other long-term tax liabilities	222			(25,566		)	(1,067		)
Other liabilities	1,972			2,377			237
Net cash provided by operating activities	302,881			325,751			289,898
Cash Flows from Investing Activities
Capital expenditures	(160,358		)	(131,170		)	(137,751		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—
Investments in and advances to unconsolidated subsidiaries, net	—			—			153
Other investing activities	14,207			4,528			(5,912		)
Net cash used in investing activities	(738,854		)	(126,642		)	(143,510		)

56

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

_____________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2016			2015			2014
Cash Flows from Financing Activities
Borrowings under Boyd Gaming bank credit facility	2,039,175			1,033,500			830,400
Payments under Boyd Gaming bank credit facility	(1,466,362		)	(1,211,200		)	(910,700		)
Borrowings under Peninsula bank credit facility	237,000			345,500			317,400
Payments under Peninsula bank credit facility	(899,750		)	(425,150		)	(377,150		)
Proceeds from issuance of senior notes	750,000			750,000			—
Debt financing costs, net	(42,220		)	(14,004		)	(83		)
Retirements of senior notes	(700,000		)	(657,813		)	—
Premium and consent fees paid	(15,750		)	(24,246		)	—
Payments under note payable	—			—			(9		)
Share-based compensation activities, net	(1,295		)	3,689			1,791
Other financing activities	(45		)	—			30
Net cash used in financing activities	(99,247		)	(199,724		)	(138,321		)
Cash Flows from Discontinued Operations
Cash flows from operating activities	(27,796		)	14,095			32,961
Cash flows from investing activities	598,057			—			(36,470		)
Cash flows from financing activities	—			—			(37,055		)
Net cash provided by (used in) discontinued operations	570,261			14,095			(40,564		)
Change in cash and cash equivalents	35,041			13,480			(32,497		)
Cash and cash equivalents, beginning of period	158,821			145,341			140,311
Change in cash classified as discontinued operations	—			—			37,527
Cash and cash equivalents, end of period	$	193,862		$	158,821		$	145,341
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	197,475		$	178,433		$	203,758
Cash paid (received) for income taxes, net of refunds	33,723			(1,159		)	1,255
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	9,334		$	7,235		$	16,844

The accompanying notes are an integral part of these consolidated financial statements.

57

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

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, 2016, we are a diversified operator of 24 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, which we aggregate 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 and South
Par-A-Dice Hotel Casino	East Peoria, Illinois
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

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.

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”) (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.

58

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.

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, to MGM Resorts International ("MGM") pursuant to an Equity Purchase Agreement (the "Purchase Agreement") enter 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 with maturities of three months or less at their date of purchase, 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.

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)	2016			2015			2014
Beginning balance, January 1,	$	2,087		$	1,971		$	2,913
Additions due to Acquisitions	87			—			—
Additions	345			361			277
Deductions	(548		)	(245		)	(1,219		)
Ending balance	$	1,971		$	2,087		$	1,971

Inventories

Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method.

59

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.

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. Interest capitalized during the years ended December 31, 2016, 2015 and 2014 was $0.5 million, $0.1 million and $1.4 million, respectively.

Investment in Available for Sale Securities

We have an investment in $21.0 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, 2016 and 2015 was $17.3 million and $17.8 million, respectively. At both December 31, 2016 and 2015, $0.4 million is included in prepaid expenses and other current assets, and $16.8 million and $17.4 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,
2017	$	440
2018	475
2019	510
2020	550
2021	590
Thereafter	18,395
Total	$	20,960

Intangible Assets

Intangible assets include customer relationships, favorable lease rates, development agreements, gaming license rights and trademarks.

60

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. 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.

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 reasonable 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 reasonable 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 and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual 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

61

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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-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.

In performing our valuation allowance analysis 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 the year ended December 31, 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 our deferred tax assets would be realized. As a result, in 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.

Our current tax rate is impacted by adjustments that are largely independent of our operating results before taxes.  In the current year, such adjustments relate primarily to the release of the valuation allowance on a significant portion of our deferred tax assets. In the prior year, the adjustments relate primarily to changes in our valuation allowance, the realization of certain unrecognized tax benefits inclusive of the reversal of related accrued interest and impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability.

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-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 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

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.

The activity comprising our self-insurance reserves is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Beginning balance	$	30,068		$	33,004		$	32,507
Additions
Charged to costs and expenses	79,685			80,311			80,734
Due to acquisitions	14			—			—
Payments made	(78,745		)	(83,247		)	(80,237		)
Ending balance	$	31,022		$	30,068		$	33,004

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2016, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling interest represents the ownership interest in one of our subsidiaries that is held by a third party.

Revenue Recognition

Gaming revenue represents the net win from gaming activities, which is the aggregate difference between gaming wins and losses. The majority of our gaming revenue is counted in the form of cash and chips and therefore is not subject to any significant or complex estimation procedures. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues.

Race revenue recognition criteria are met at the time the results of the event are official.

Room revenue recognition criteria are met at the time of occupancy.

Food and beverage revenue recognition criteria are met at the time of service.

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include 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 and 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 and beverage, and to a lesser extent for other goods or services, depending upon the property.

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	74,937	$	77,177	$	77,751
Food and beverage	146,946		150,598		151,677
Other	13,694		14,870		11,109
Total promotional allowances	$	235,577	$	242,645	$	240,537

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The estimated costs of providing such promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	33,514	$	35,605	$	36,837
Food and beverage	130,941		133,717		138,040
Other	12,417		12,290		11,407
Total cost of promotional allowances	$	176,872	$	181,612	$	186,284

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 $321.7 million, $332.1 million and $330.8 million for the years ended December 31, 2016, 2015 and 2014, 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 $32.3 million, $33.4 million and $32.2 million for the years ended December 31, 2016, 2015 and 2014, 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, 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. 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.

The following table discloses the weighted-average assumptions used in estimating the fair value of our significant stock option grants and awards:

	Year Ended December 31,
	2016			2015			2014
Expected stock price volatility	46.62		%	49.06		%	54.14		%
Risk-free interest rate	1.39		%	1.59		%	1.64		%
Expected option life (in years)	5.4			5.3			5.4
Estimated fair value per share	$	7.67		$	9.06		$	5.70

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) 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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Due to the net loss for the year ended December 31, 2014, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were 913,900 for year ended December 31, 2014.

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 Issued Accounting Pronouncements

Accounting Standards Update 2017-04, Intangibles-Goodwill and Other ("Update 2017-04")

In January 2017, the Financial Accounting Standards Board ("FASB") issued Update 2017-04, which addresses goodwill impairment testing. Instead of determining goodwill impairment by calculating the implied fair value of goodwill, an entity should perform goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. 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 2017-04 to the financial statements.

Accounting Standards Update 2016-18, Statement of Cash Flows ("Update 2016-18")

In November 2016, the FASB issued Update 2016-18, which amends Accounting Standards Codification ("ASC") 230 to add or clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. The 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. The Company is evaluating the impact of the adoption of Update 2016-18 to the financial statements.

Accounting Standards Update 2016-17, Consolidation ("Update 2016-17")

In October 2016, the FASB issued Update 2016-17, which amends the guidance on related parties that are under common control.

The ASU provides guidance on a single decision maker does not consider indirect interest held through related parties as equivalent to direct interests in determining whether it meets the economics criterion to be a primary beneficiary. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-17 to the financial statements.

Accounting Standards Update 2016-16, Income Taxes ("Update 2016-16")

In October 2016, the FASB issued Update 2016-16, which addresses the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is evaluating the impact of the new standard on its consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Accounting Standards Update 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. The Accounting Standards Update ("ASU") 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 standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-15 to the financial statements.

Accounting Standards Update 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 financial statements.

Accounting Standards Update 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); Accounting Standards Update 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"); Accounting Standards Update 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing ("Update 2016-10"); and Accounting Standards Update 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08")

In March 2016 through May 2016, the FASB issued Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, which amend and further clarify the new revenue standard, Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09"), which was subsequently amended and deferred in Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14", and collectively with the original standard, Update 2014-09, and subsequent amendments, Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, the "Revenue Standard"). The Revenue Standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Earlier application is permitted only for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is evaluating the impact of the new guidance and has neither determined the full impact this standard may have on our financial statements nor decided upon the planned method of adoption.  Interpretations of the new guidance are on-going and could have a significant impact on our implementation.  Currently, we expect decreases in departmental revenues, since the historical presentation that reflects revenues gross for goods and services given to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net revenues, will no longer be allowed.  We also expect the accounting for our frequent player programs to be impacted, with possible changes to the timing and/or classification of certain transactions within revenues and between revenues and operating expenses.  We will continue to update our assessment of the effects of the new guidance on our financial statements, and we will disclose further those effects when known.

Accounting Standards Update 2016-09, Compensation - Stock Compensation ("Update 2016-09")

In March 2016, the FASB issued Update 2016-09 which simplifies 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 which we anticipate will cause volatility in our future effective tax rate. The Company will adopt this standard in the first quarter 2017. The cumulative effect of this change in accounting method will be recorded as an increase in retained earnings by approximately $15.8 million.

Accounting Standards Update 2016-07, Investments - Equity Method and Joint Ventures ("Update 2016-07")

In March 2016, the FASB issued Update 2016-07 which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2016-02, Leases ("Update 2016-02")

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

In February 2016, the FASB issued Update 2016-02 which requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The 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. The Company is evaluating the impact of the adoption of Update 2016-02 to the financial statements.

Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("Update 2016-01")

In January 2016, the FASB issued Update 2016-01, which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted only if explicit early adoption guidance is applied. The Company is evaluating the impact of the new standard on its consolidated financial statements.

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

Acquisition - Cannery Casino Hotel and Nevada Palace, LLC

Overview

On December 20, 2016, Boyd Gaming completed its previously announced acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Eastside Cannery, 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 “Acquisitions”). With the closing of the Acquisitions, each of Cannery and Eastside Cannery became wholly-owned subsidiaries of Boyd. 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.

Consideration Transferred

The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross consideration was $238.6 million.

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment with assistant from preliminary third party appraisals. The excess of the purchase price over the net book value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the Acquisitions based on fair value estimates as of the date of the Acquisitions. 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 no later than third quarter of 2017. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2016.

67

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The following table summarizes the preliminary allocation of the purchase price:

(In thousands)	As Recorded
Current assets	$	29,929
Property and equipment	181,757
Intangible assets	16,330
Total acquired assets	228,016
Current liabilities	15,850
Total liabilities assumed	15,850
Net identifiable assets acquired	212,166
Goodwill	26,401
Net assets acquired	$	238,567

The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives:

(In thousands)	Useful Lives	As Recorded
Land		$	6,650
Buildings and improvements	10 - 40 years	167,208
Furniture and equipment	3 - 7 years	7,264
Construction in progress		635
Property and equipment acquired		$	181,757

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 $10.5 million of acquisition related costs that were expensed for the year ended December 31, 2016. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns".

Acquisition - Aliante Casino + Hotel + Spa

Overview

On September 27, 2016, Boyd Gaming completed the acquisition of ALST, the holding company of Aliante, the owner and operator of the Aliante Casino + Hotel + Spa. Pursuant to the Merger Agreement, Merger Sub merged (the "Merger") with and into ALST, with ALST surviving the Merger. ALST and Aliante are now wholly-owned subsidiaries of Boyd Gaming. Aliante is 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.

Consideration Transferred

The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross consideration was $399.1 million.

Status of Purchase Price Allocation

The Company is following 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 estimated fair values as of the acquisition date, which was determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values has been recorded as goodwill.

68

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The following table summarizes the preliminary allocation of the purchase price:

(In thousands)	As Recorded
Current assets	$	31,886
Property and equipment	226,309
Intangible and other assets	20,791
Total acquired assets	278,986
Current liabilities	5,693
Other liabilities	636
Total liabilities assumed	6,329
Net identifiable assets acquired	272,657
Goodwill	126,489
Net assets acquired	$	399,146

The following table summarizes the preliminary 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	8,217
Construction in progress		642
Property and equipment acquired		$	226,309

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 $2.2 million of acquisition related costs that were expensed for the year ended December 31, 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 or Cannery acquisitions for the period subsequent to their respective acquisitions 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, to MGM, pursuant to an Equity 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 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 do 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 retains 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 will receive payments totaling $72 million to resolve the property tax issues. We will receive 50% of those payments once Borgata receives the payments from the city.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Prior to the sale of our equity interest, the Company and MGM each held a 50% interest in MDDHC, which owns all the equity interests in Borgata. Until the closing of the sale, we were the managing member of MDDHC, and we were responsible for the day-to-day operations of Borgata. On September 30, 2014, MGM reacquired its ownership interest in and its substantive participation rights in the management of Borgata. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests from our balance sheet.

As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value. We determined the fair value of our investment in Borgata as of the date of deconsolidation using a weighted average allocation of both the income and market approach models. Using these models, we determined that the fair value of our investment in Borgata at September 30, 2014, was $221.4 million and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations. We accounted for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation, 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 periods subsequent to the September 30, 2014 deconsolidation of Borgata through the date of divestiture:

	Seven Months Ended		Twelve Months Ended			Three Months Ended
(In thousands)	July 31, 2016		December 31, 2015			December 31, 2014
Net revenues	$	485,510	$	804,166		$	179,147
Operating expenses	366,812		657,324			157,896
Operating income	118,698		146,842			21,251
Interest expense	26,378		59,681			17,431
Loss on early extinguishments of debt	1,628		18,895			740
State income tax expense (benefit)	8,274		(3,731		)	446
Net income	$	82,418	$	71,997		$	2,634

NOTE 3.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2016		2015
Land	$	251,316	$	229,857
Buildings and improvements	2,915,664		2,539,578
Furniture and equipment	1,243,724		1,152,277
Riverboats and barges	239,264		238,743
Construction in progress	86,226		42,497
Other	726		7,404
Total property and equipment	4,736,920		4,210,356
Less accumulated depreciation	2,131,751		1,985,014
Property and equipment, net	$	2,605,169	$	2,225,342

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. Other property and equipment relates to the estimated net realizable value of construction materials inventory that was not disposed of with the sale of the Echelon project in 2013. Such assets are not in service and are not currently being depreciated.

Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $179.6 million, $179.9 million and $174.8 million, respectively.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

NOTE 4.    INTANGIBLE ASSETS

Intangible assets consist of the following:

	December 31, 2016
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.1 years	$	144,780	$	(125,318	)	$	—		$	19,462
Favorable lease rates	31.4 years	45,370		(13,039		)	—			32,331
Development agreement	—	21,373		—			—			21,373
		211,523		(138,357		)	—			73,166
Indefinite lived intangible assets:
Trademarks	Indefinite	153,687		—			(4,300		)	149,387
Gaming license rights	Indefinite	873,335		(33,960		)	(179,974		)	659,401
		1,027,022		(33,960		)	(184,274		)	808,788
Balance, December 31, 2016		$	1,238,545	$	(172,317	)	$	(184,274	)	$	881,954

	December 31, 2015
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.9 years	$	136,300	$	(109,994	)	$	—		$	26,306
Favorable lease rates	32.4 years	45,370		(11,997		)	—			33,373
Development agreement	—	21,373		—			—			21,373
		203,043		(121,991		)	—			81,052
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(156,374		)	683,001
		1,002,836		(33,960		)	(159,874		)	809,002
Balance, December 31, 2015		$	1,205,879	$	(155,951	)	$	(159,874	)	$	890,054

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.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.

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, which at December 31, 2016 remains indeterminate. In the interim, this asset is subject to periodic impairment reviews.

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 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.

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, 2016, 2015 and 2014

The following table sets forth the changes in these intangible assets:

(In thousands)	Customer Relationships			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2014	$	85,267		$	35,458		$	21,373	$	128,287		$	740,275		$	1,010,660
Additions	—			—			—		14			—			14
Impairments	—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	(1,044		)	—		—			—			(34,353		)
Other	—			—			—		(2,000		)	—			(2,000		)
Balance, December 31, 2014	51,958			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—		—			—			—
Impairments	—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Other activity during 2014 in the table above is primarily due to the effects of the deconsolidation of Borgata (see Note 2, Acquisitions and Divestitures).

Future Amortization

Customer relationships are being amortized on an accelerated basis over an estimated life of five years. Favorable lease rates are being amortized on a straight-line basis over a weighted-average original useful life of 43.9 years. Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2017	$	14,599	$	1,043	$	15,642
2018	2,308		1,043		3,351
2019	1,529		1,043		2,572
2020	828		1,043		1,871
2021	198		1,043		1,241
Thereafter	—		27,116		27,116
Total future amortization	$	19,462	$	32,331	$	51,793

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 2016, we recognized non-cash impairment charges of $23.6 million of gaming licenses and $0.8 million of trademarks in our Midwest and South segment. These amounts are included in impairments of assets in the consolidated statements of operations for the year ended December 31, 2016.

During the year ended 2015, we recognized non-cash impairment charges of $17.5 million of a gaming license in our Midwest and South segment. During the year ended 2014, we recognized non-cash impairment charges of $39.8 million of gaming licenses and $0.3 million of trademarks in our Midwest and South segment.

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	$	531,819	$	—		$	(165,479	)	$	366,340
Downtown Las Vegas	6,997		(6,134		)	—			863
Midwest and South	471,735		—			(12,462		)	459,273
Balance, December 31, 2016	$	1,010,551	$	(6,134	)	$	(177,941	)	$	826,476

Changes in Goodwill

During the year ended December 31, 2016, we recorded $153.6 million of goodwill due to our acquisitions of Aliante on September 27, 2016 and Cannery and Eastside Cannery on December 20, 2016 (see Note 2, Acquisitions and Divestitures).

Goodwill decreased approximately $12.5 million during 2016 due to an impairment in the Midwest and South segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2016, 2015 and 2014.

(In thousands)	Goodwill, Net
Balance, January 1, 2014	$	685,310
Additions	—
Impairments	—
Balance, December 31, 2014	685,310
Additions	—
Impairments	—
Balance, December 31, 2015	685,310
Additions	153,628
Impairments	(12,462		)
Balance, December 31, 2016	$	826,476

NOTE 6.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2016		2015
Payroll and related expenses	$	68,102	$	71,815
Interest	33,407		35,337
Gaming liabilities	41,942		37,496
Player loyalty program liabilities	19,076		18,491
Other accrued liabilities	88,555		86,379
Total accrued liabilities	$	251,082	$	249,518

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

NOTE 7.    LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs consists of the following:

			December 31, 2016
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2016		Principal		Discount			Fees and Costs			Debt, Net
Bank credit facility	3.44	%	$	1,782,538	$	(1,888	)	$	(28,503	)	$	1,752,147
6.875% senior notes due 2023	6.88	%	750,000		—			(11,209		)	738,791
6.375% senior notes due 2026	6.38	%	750,000		—			(12,074		)	737,926
Other	5.80	%	591		—			—			591
Total long-term debt			3,283,129		(1,888		)	(51,786		)	3,229,455
Less current maturities			30,336		—			—			30,336
Long-term debt, net			$	3,252,793	$	(1,888	)	$	(51,786	)	$	3,199,119

			December 31, 2015
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2015		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.75	%	$	1,209,725	$	(2,702	)	$	(9,746	)	$	1,197,277
9.00% senior notes due 2020	9.00	%	350,000		—			(7,044		)	342,956
6.875% senior notes due 2023	6.88	%	750,000		—			(12,934		)	737,066
			2,309,725		(2,702		)	(29,724		)	2,277,299
Peninsula Gaming Debt:
Bank credit facility	4.25	%	662,750		—			(14,143		)	648,607
8.375% senior notes due 2018	8.38	%	350,000		—			(6,357		)	343,643
			1,012,750		—			(20,500		)	992,250
Total long-term debt			3,322,475		(2,702		)	(50,224		)	3,269,549
Less current maturities			29,750		—			—			29,750
Long-term debt, net			$	3,292,725	$	(2,702	)	$	(50,224	)	$	3,239,799

Boyd Gaming Corporation Debt

Bank Credit Facility

Credit Agreement

On September 15, 2016, the Company entered into an Amendment No. 1 and Joinder Agreement (the "Amendment") 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. The Amendment modified the Third Amended and Restated Credit Agreement dated August 14, 2013 (the "Prior Credit Facility" together with the Amendment referred to as the "Credit Facility" or the "Credit Agreement").

As modified by the Amendment, the Credit Facility provides for: (i) increased commitments under the existing senior secured revolving credit facility (the "Revolving Credit Facility") to an amount equal to $775.0 million, (ii) commitments under the existing senior secured term A loan (the "Term A Loan") in an amount equal to $225.0 million, and (iii) a new $1.0 billion senior secured term B-2 loan (the "Term B-2 Loan"). The maturity dates of the Revolving Credit Facility and the Term A Loan have been extended to September 15, 2021 (or earlier upon the occurrence or non-occurrence of certain events); the Term B-2 Loan matures on September 15, 2023 (or earlier upon the occurrence or non-occurrence of certain events); the maturity date of the existing senior secured term B-1 loan (the "Term B-1 Loan") remains August 14, 2020. The increase to the Term A Loan and the new Term B-2 Loan were fully funded on the effective date of the Amendment. Proceeds from the Credit Facility were used to refinance all outstanding obligations under the Prior Credit Facility, to fund transaction costs in connection with the Credit Facility, and for working capital and other general corporate purposes.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.

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 Term B-1 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis, (iii) the loans under the Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016, payable on a quarterly basis, and (iv) 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

The outstanding principal amounts at December 31, 2016 under the Credit Facility and at December 31, 2015 under the Prior Credit Facility are comprised of the following:

	December 31,
(In thousands)	2016		2015
Revolving Credit Facility	$	245,000	$	240,000
Term A Loan	222,188		183,275
Term B-1 Loan	271,750		730,750
Term B-2 Loan	997,500		—
Swing Loan	46,100		55,700
Total outstanding principal amounts	$	1,782,538	$	1,209,725

At December 31, 2016 approximately $1.8 billion was outstanding under the Credit Facility and $12.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $471.9 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.

The interest rate on the outstanding balance from time to time of the Term B-1 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 1.00% minimum) plus 3.00%; or (ii) the base rate plus 2.00%. The interest rate on the outstanding balance from time to time of the Term B-2 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 0.00% minimum) plus 3.00%, or (ii) the base rate plus 2.00%.

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%.

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 Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016,

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as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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 Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any prepayment of the Term B-2 Loan prior to March 15, 2017 that is accompanied by a repricing of the Term B-2 Loan.

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.

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; (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.

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-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:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
September 30, 2016 through December 31, 2016	7.75	to	1.00
March 31, 2017 through December 31, 2017	7.00	to	1.00
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

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-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
September 30, 2016 through December 31, 2017	4.50	to	1.00
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

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Senior Notes

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "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 a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% 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 6.875% Notes, together, the "6.875% 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% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.875% 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% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% 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. Subsequent to May 15, 2018, 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, plus accrued and unpaid interest and Additional Interest.

Debt Financing Costs

In conjunction with the issuance of the 6.875% Notes, we incurred approximately $14.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.875% Notes using the effective interest method.

Senior Notes

6.375% Senior Notes due April 2026

Significant Terms

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% 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, 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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

In connection with the private placement of the 6.375% 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 6.375% Notes. We filed the required registration statement and commenced the exchange offer during December 2016. The exchange offer was completed on February 10, 2017 and our obligations under the registration rights agreement have been fulfilled.

Senior Notes

9.00% Senior Notes due July 2020

On September 6, 2016 we redeemed all of our 9.00% senior notes due July 2020 (the "9.00% Notes") at a redemption price of 104.50% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 9.00% Notes have been fully extinguished.

Peninsula Gaming Debt

Peninsula Credit Facility

On September 2, 2016, Peninsula repaid all of the outstanding amounts, including all principal and accrued interest amounts, under the Peninsula senior secured credit facility (the "Peninsula Credit Facility") pursuant to the Peninsula Credit Agreement. In connection with the repayment in full of the Peninsula Credit Facility (the "Repayment"), the Peninsula Credit Agreement was terminated.

Amounts Outstanding

At December 31, 2015, the outstanding principal amount under the Peninsula Credit Facility was comprised of the following:

(In thousands)
Term Loan	$	647,750
Revolving Credit Facility	9,000
Swing Loan	6,000
Total outstanding principal amounts under the Peninsula Credit Facility	$	662,750

Peninsula Senior Notes

8.375% Senior Notes due February 2018

On September 2, 2016 we redeemed all of our 8.375% senior notes due February 2018 (the "8.375% Notes") at a redemption price of 100.0% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 8.375% Notes have been fully extinguished.

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)	2016		2015		2014
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		—		—
9.125% Senior Notes premium and consent fees	—		23,962		—
9.125% Senior Notes deferred finance charges	—		4,888		—
HoldCo Note	—		7,819		—
Boyd Gaming Credit Facility deferred finance charges	6,629		1,978		—
Peninsula Credit Facility deferred finance charges	9,512		2,086		1,536
Total loss on early extinguishments and modifications of debt	$	42,364	$	40,733	$	1,536

Covenant Compliance

As of December 31, 2016, we believe that we were in compliance with the financial and other covenants of our debt instruments.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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, 2016, the available borrowing capacity under our Credit Facility was $471.9 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,
2017	$	30,336
2018	76,441
2019	30,346
2020	266,102
2021	432,295
Thereafter	2,447,609
Total outstanding principal of long-term debt	$	3,283,129

NOTE 8.    INCOME TAXES

Deferred Tax Assets and Liabilities

Deferred 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 tax assets and liabilities are as follows:

	December 31,
(In thousands)	2016			2015
Deferred tax assets
Federal net operating loss carryforwards	$	201,978		$	308,738
State net operating loss carryforwards	38,715			47,711
Share-based compensation	26,344			32,524
Other	61,289			43,936
Gross deferred tax assets	328,326			432,909
Valuation allowance	(28,402		)	(247,761		)
Deferred tax assets, net of valuation allowance	299,924			185,148
Deferred tax liabilities
Difference between book and tax basis of property and intangible assets	337,654			322,387
State tax liability	31,443			13,428
Other	14,807			11,522
Gross deferred tax liabilities	383,904			347,337
Deferred tax liabilities, net	$	83,980		$	162,189

At December 31, 2016, we have unused federal general business tax credits of approximately $8.8 million which may be carried forward or used until expiration beginning in 2035 and alternative minimum tax credits of $7.1 million which may be carried forward indefinitely. We have a federal income tax net operating loss of approximately $621.8 million, which may be carried forward or used until expiration beginning in 2031. We also have state income tax net operating loss carryforwards of approximately

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

$708.9 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 2017 to 2035, if not fully utilized.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. In March 2016, the FASB issued Update 2016-09 which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity which we anticipate will cause volatility in our future effective tax rate. The Company will adopt this standard in the first quarter 2017. The cumulative effect of this change in accounting method will be recorded as an increase in retained earnings by approximately $15.8 million.

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.

As part of our review in determining the need for a valuation allowance, we assess the potential release of existing valuation allowances. In performing our analysis 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.

We have maintained a valuation allowance of $28.4 million against certain federal and state deferred tax assets as of December 31, 2016 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Provision (Benefit) for Income Taxes

A summary of the provision (benefit) for income taxes is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Current
Federal	$	—		$	—		$	442
State	1,242			2,052			(289		)
Total current taxes provision (benefit)	1,242			2,052			153
Deferred
Federal	(190,207		)	(9,493		)	(6,336		)
State	(8,521		)	807			775
Total deferred taxes provision (benefit)	(198,728		)	(8,686		)	(5,561		)
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes from discontinued operations	146,379			(540		)	6,161
Provision (benefit) for income taxes from continuing and discontinued operations	$	(51,107	)	$	(7,174	)	$	753

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.

Our tax benefit for the year ended December 31, 2015 was favorably impacted by the partial release of the valuation allowance on our federal and state net operating losses, impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets, federal and state audit settlements in connection with our IRS and New Jersey income tax examinations and, the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest.

Our tax provision for the year ended December 31, 2014 was adversely impacted by a valuation allowance on our federal and state income tax net operating losses and certain other deferred tax assets. The tax provision was favorably impacted by impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets, tax adjustments related to the deconsolidation of Borgata and, as a result of statute expirations, the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest.

Additionally, the tax provision or benefit in 2015 and 2014 was adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets that was not available to offset existing deferred tax assets. The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets in determining our valuation allowance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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,
	2016		2015		2014
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Valuation allowance for deferred tax assets	(2,448.1	)%	200.9	%	(20.9	)%
State income taxes, net of federal benefit	(59.2	)%	69.2	%	(0.9	)%
Compensation-based credits	(21.7	)%	(60.8	)%	2.3	%
Company provided benefits	14.8	%	152.9	%	(3.0	)%
Nondeductible expenses	10.3	%	19.0	%	(1.9	)%
Tax exempt interest	(6.9	)%	(13.8	)%	1.0	%
Accrued interest on uncertain tax benefits	2.1	%	(139.7	)%	(2.0	)%
Uncertain tax benefits	—	%	(421.6	)%	—	%
Other, net	1.5	%	(4.5	)%	0.1	%
Effective tax rate	(2,472.2	)%	(163.4	)%	9.7	%

Status of Examinations

In January 2015, we received Joint Committee on Taxation ("Joint Committee") approval of the 2005-2009 IRS appeals settlement reached in August 2013. We received a refund of $2.4 million in connection with the appeals settlement. Additionally, in 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. We received a refund of $1.1 million as a result of the New Jersey examination.

We generated net operating losses on our federal income tax returns for years 2011 - 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 2017 through October 2020.

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.

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-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.

83

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year Ended December 31,
(In thousands)	2016		2015			2014
Unrecognized tax benefit, beginning of year	$	2,482	$	30,198		$	37,059
Additions:
Tax positions related to current year	—		—			487
Reductions:
Tax positions related to the Deconsolidation of Borgata	—		—			(6,221		)
Lapse of applicable statute of limitations	—		—			(1,097		)
Tax position related to prior years	—		(27,716		)	(30		)
Unrecognized tax benefits, end of year	$	2,482	$	2,482		$	30,198

Included in the $2.5 million balance of unrecognized tax benefits at December 31, 2016, are $1.6 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, 2016, we recognized interest and penalties of approximately $0.1 million in our tax provision. During the years ended December 31, 2015 and 2014 we recognized interest related benefits, due to favorable settlements, of $6.2 million and $1.2 million, respectively, in our income tax provision. We have accrued $0.8 million and $0.7 million of interest and penalties as of December 31, 2016 and 2015, respectively, in our consolidated balance sheets.

During the first quarter of 2015, we received Joint Committee approval on our IRS appeals agreement, effectively settling our 2005 through 2009 examination. During the third quarter of 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. As a result of the resolution of these audits, we reduced our unrecognized tax benefits by $27.7 million, of which $19.5 million impacted our effective tax rate. Due to the utilization of tax loss carryforwards in certain states, the statute of limitations remain open with respect to years in which the tax losses are utilized. When these years close, unrecognized tax benefits may be realized. We do not anticipate any material changes to our unrecognized tax benefits over the next twelve-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 gaming 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. 

As of December 31, 2016, 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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

In connection with the acquisition of Peninsula Gaming, LLC ("PGL Merger"), the Company's obligation under this agreement was revalued to fair value as of the PGL Merger date. As of December 31, 2016 and 2015, under the Mulvane Development Agreement, Kansas Star recorded $1.7 million at each date, which is included in accrued liabilities on the consolidated balance sheets and $8.9 million, net of a $4.0 million discount, and $9.6 million, net of a $4.6 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 ("DJL") entered a Minimum Assessment Agreement with the City of Dubuque. Under the Minimum Assessment Agreement, DJL and the City agreed to a minimum taxable value related to the new casino of $57.9 million.  DJL 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 DJL's payment obligations under the Minimum Assessment Agreement.  DJL is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

As a result of purchase accounting the Minimum Assessment Agreement obligation was revalued to fair value. Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2016 and 2015, 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 $14.1 million, net of a $2.8 million discount, and $14.4 million, net of a $2.9 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 DJL under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

Public Parking Facility Agreement

DJL has an agreement with the City for use of the public parking facility adjacent to DJL'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 $65 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 DJL 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

DJL and Diamond Jo Worth ("DJW") are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with DJL and DJW, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. DJL expensed $3.0 million, during the years ended December 31, 2016 and 2015, respectively, and $2.8 million, in the year ending 2014, related to its agreement. DJW expensed $4.9 million, $5.0 million, and $4.8 million during the years ended December 31, 2016, 2015, and 2014, respectively, related to its agreement. The DJL agreement expires on December 31, 2018. The DJW agreement was amended during 2014 and expires on March 31, 2025, and is subject to automatic ten-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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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 are estimated to be approximately $1 million to $2 million annually, for the next several years and to assist the Tribe in its development and oversight of the gaming facility construction. 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 will be 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 net revenues at the gaming facility. In addition to the need for land to be taken into trust, the Tribe must agree to a compact with the State of California, and receive approval of the management contract between the tribe and our Company, prior to proceeding. Development is in the preliminary stages and no time schedule has been established as to when the Tribe will be able to formalize plans and begin construction.

Future Minimum Lease Payments 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,
2017	$	45,970
2018	18,517
2019	16,326
2020	14,083
2021	13,665
Thereafter	322,243
Total	$	430,804

Rent expense included in selling, general and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 was $31.0 million, $29.0 million, and $29.4 million, respectively, and primarily relates to land leases and advertising-related expenses.

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 ending December 31,
2017	$	2,111
2018	1,624
2019	1,061
2020	462
2021	358
Thereafter	576
Total	$	6,192

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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.    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 million, and $92.1 million of this authorization remains available at December 31, 2016. We are not obligated to repurchase any shares under this program, and no shares were repurchased during the years ended December 31, 2016, 2015 or 2014.

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 payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. No dividends were declared during the years ended December 31, 2016, 2015 or 2014.

Stock Incentive Plan

In May 2012, the Company's stockholders approved the 2012 Stock Incentive Plan (the "2012 Plan"), which amended and restated the Company's 2002 Stock Incentive Plan (the "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) of the Internal Revenue Code, and (d) make certain other changes. Under our 2012 Plan, approximately 2.9 million shares remain available for grant at December 31, 2016. The number of authorized but unissued shares of common stock under this 2012 Plan as of December 31, 2016 was approximately 9.0 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 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-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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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, 2014	9,143,910		$	26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	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	3.9	$	15,739
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145
Exercisable at December 31, 2016	2,696,315		$	24.27	3.1	$	14,587

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.

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2016:

	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-$7.55	411,659	4.2	$	6.74	411,659	$	6.74
8.34	310,546	3.8	8.34		310,546	8.34
9.86	375,678	6.6	9.86		375,678	9.86
11.57	244,351	7.2	11.57		174,061	11.57
17.75	216,509	9.9	17.75		—	—
19.98	200,673	8.4	19.98		75,871	19.98
33.31	25,000	1.0	33.31		25,000	33.31
38.11	380,000	0.9	38.11		380,000	38.11
39.78	943,500	0.8	39.78		943,500	39.78
$5.22-$39.78	3,107,916	3.9	$	23.36	2,696,315	$	24.27

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2016, 2015 and 2014 was $5.9 million, $11.1 million, and $2.5 million, respectively. The total fair value of options vested during the years ended December 31, 2016, 2015 and 2014 was approximately $2.0 million, $1.9 million, and $2.3 million, respectively. As of December 31, 2016, there

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as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

was approximately $1.4 million of total 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.

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 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’s cessation of service to the Company. These RSUs were 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.

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826
Granted	542,220		$18.06
Canceled	(30,400	)
Awarded	(871,528	)
Outstanding at December 31, 2016	1,961,118

As of December 31, 2016, there was approximately $7.9 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 2.3 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.

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-year growth rate. Based upon actual and combined achievement, the number of shares awarded could range fromzero, if no conditions are met, a50%payout if only threshold performance is achieved, a payout of100%for target performance, or a payout of up to200%of the original award for achievement of maximum performance. Each condition weighs equally and separately in determining the payout, and based upon

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as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

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. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

These PSUs will vestthree yearsfrom 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 grant awarded in December 2012 vested during first quarter 2016. A total of 213,365 common shares, representing approximately 0.59 shares per PSU, 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-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2015; therefore, the vesting of the PSUs did not impact compensation costs in our 2016 consolidated statement of operations.

The PSU grant awarded in December 2011 vested during first quarter 2015. A total of 654,478 common shares, representing approximately 1.67 shares per PSU, 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-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2014; therefore, the vesting of the PSUs did not impact compensation costs in our 2015 consolidated statement of operations.

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. Of the 213,365 shares issued, a total of 54,338 shares were surrendered by the participants for this purpose, resulting in a net issuance of 159,027 shares due to the vesting of the 2012 grant.

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480
Granted	241,235		$17.75
Performance Adjustment	(148,272	)
Canceled	—
Awarded	(213,365	)
Outstanding at December 31, 2016	1,129,078

The Company approved the issuance of approximately 380,000 PSUs to participating employees during fourth quarter 2013. The performance criteria for these PSUs were set subsequent to year-end 2013, so these PSUs were not considered granted for accounting purposes as of December 31, 2013, and are included in the shares granted during 2014 in the table above. As of December 31, 2016, there was approximately $2.2 million of total unrecognized share-based compensation costs related to unvested PSUs, which

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

is expected to be recognized over approximately 1.6 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 1.1 million shares will be issued to settle the PSUs outstanding at December 31, 2016.

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.

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575
Granted	73,064		$19.01
Canceled	—
Awarded	—
Outstanding at December 31, 2016	1,041,639

As of December 31, 2016, there was approximately $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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The following table summarizes our share-based compensation costs by award type:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Stock Options	$	1,974	$	2,821	$	2,733
Restricted Stock Units	8,883		9,909		8,010
Performance Stock Units	3,353		5,135		6,537
Career Shares	1,308		1,399		1,196
Total share-based compensation costs	$	15,518	$	19,264	$	18,476

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:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Gaming	$	428	$	393	$	387
Food and beverage	82		75		74
Room	39		36		35
Selling, general and administrative	2,176		1,996		1,965
Corporate expense	12,793		16,764		16,207
Other operating items, net	—		—		(192		)
Total share-based compensation expense	$	15,518	$	19,264	$	18,476

NOTE 11.    NONCONTROLLING INTEREST

Noncontrolling interest primarily represents, until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Holding Company held by the Divestiture Trust for the economic benefit of MGM, which was initially recorded at fair value at the March 24, 2010 date of the effective change in control.

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			Other		Total
Beginning balance, January 1, 2014	$	180,430		$	20	$	180,450
Capital contributions	—			30		30
Attributable net loss	11,403			—		11,403
Comprehensive income	—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—		(191,833		)
Balance, December 31, 2014	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2015	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2016	$	—		$	50	$	50

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

NOTE 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 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 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, 2016
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	193,862	$	193,862	$	—	$	—
Restricted cash	16,488		16,488		—		—
Investment available for sale	17,259		—		—		17,259
Liabilities
Contingent payments	$	3,038	$	—	$	—	$	3,038

	December 31, 2015
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	158,821	$	158,821	$	—	$	—
Restricted cash	19,030		19,030		—		—
Investment available for sale	17,839		—		—		17,839
Liabilities
Contingent payments	$	3,632	$	—	$	—	$	3,632

Cash and Restricted Cash

The fair value of our cash and cash equivalents, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 2016 and 2015.

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as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Investment Available for Sale

We have an investment in a single municipal bond issuance of $21.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. 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, 2016 and 2015. 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, 2016 and 2015, $0.4 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, 2016 and 2015, $16.8 million and $17.4 million, respectively, is included in investment on the consolidated balance sheets. The discount associated with this investment of $3.1 million and $3.2 million as of December 31, 2016 and 2015, 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 ten years commencing December 20, 2011. The liability was initially recorded upon consummation of the PGL Merger, at the estimated fair value of the contingent land purchase price using a discounted cash flows approach. At both December 31, 2016 and December 31, 2015, there was a current liability of $0.9 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets, and long-term obligations of $2.2 million and $2.7 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, 2016
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Contingent Payments
Balance at January 1, 2016	$	17,839		$	(3,632	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	130			(600		)
Included in other comprehensive income (loss)	(299		)	—
Included in other items, net	—			346
Purchases, sales, issuances and settlements:
Settlements	(411		)	848
Balance at December 31, 2016	$	17,259		$	(3,038	)

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	125			75			(627		)
Included in other comprehensive income (loss)	(263		)	—			—
Included in other items, net	—			—			(96		)
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Balance at December 31, 2015	$	17,839		$	—		$	(3,632	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The table below summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities:

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.3	%

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, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	33,456	$	26,660	$	27,054	Level 3
Other financial instruments	100		97		97		Level 3

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	35,126	$	27,660	$	28,381	Level 3
Other financial instruments	200		186		186		Level 3

The following table provides the fair value measurement information about our long-term debt:

	December 31, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Credit Facility	$	1,782,538	$	1,752,147	$	1,791,853	Level 2
6.875% Senior Notes due 2023	750,000		738,791		806,250		Level 1
6.375% Senior Notes due 2026	750,000		737,926		804,375		Level 1
Other	591		591		591		Level 3
Total debt	$	3,283,129	$	3,229,455	$	3,403,069

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Credit Facility	$	1,209,725	$	1,197,277	$	1,202,870	Level 2
9.125% Senior Notes due 2018	350,000		342,956		372,750		Level 1
6.875% Senior Notes due 2023	750,000		737,066		772,500		Level 1
	2,309,725		2,277,299		2,348,120
Peninsula Gaming Debt:
Bank credit facility	662,750		648,607		661,131		Level 2
8.375% Senior Notes due 2018	350,000		343,643		357,000		Level 2
	1,012,750		992,250		1,018,131
Total debt	$	3,322,475	$	3,269,549	$	3,366,251

The estimated fair value of the Credit Facility is based on a relative value analysis performed on or about December 31, 2016 and December 31, 2015. The estimated fair value of the Peninsula Credit Facility is based on a relative value analysis performed on or about December 31, 2015. The estimated fair values of our senior notes are based on quoted market prices as of December 31, 2016 and December 31, 2015. The other debt is a fixed-rate debt that is payable in 32 semi-annual installments, beginning in 2008. It is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2016 and 2015.

NOTE 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 $1.5 million, $1.4 million and $1.4 million for the years ended December 31, 2016, 2015 and 2014, 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) 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) profit-sharing plans and trusts of $3.9 million, $3.3 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

NOTE 14.    SEGMENT INFORMATION

We have aggregated certain of our properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and 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 Net Revenues and Adjusted EBITDA

We evaluate each of our wholly owned property's profitability based upon Property EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, project development, preopening and writedown expenses, other operating charges, net, share-based compensation expense, deferred rent, change in value of derivative instruments, and gain/loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest and South. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

The following table sets forth, for the periods indicated, certain operating data for our Reportable Segments, and reconciles Adjusted EBITDA to operating income, as reported in our accompanying consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Net Revenues
Las Vegas Locals	$	647,867		$	610,107		$	592,652
Downtown Las Vegas	236,385			234,191			224,275
Midwest and South	1,299,724			1,355,134			1,325,328
Total Reportable Segment Net Revenues	$	2,183,976		$	2,199,432		$	2,142,255
Adjusted EBITDA
Las Vegas Locals	$	176,420		$	157,312		$	144,397
Downtown Las Vegas	52,420			49,314			37,309
Midwest and South	367,365			380,942			345,058
Total Reportable Segment Adjusted EBITDA	596,205			587,568			526,764
Corporate expense	(59,875		)	(60,177		)	(59,420		)
Adjusted EBITDA	536,330			527,391			467,344
Other operating costs and expenses
Deferred rent	3,266			3,428			3,616
Depreciation and amortization	196,226			207,118			208,915
Project development, preopening and writedowns	22,107			6,907			13,747
Share-based compensation expense	15,518			19,264			18,666
Impairments of assets	38,302			18,565			48,681
Other operating charges, net	284			907			(13		)
Total other operating costs and expenses	275,703			256,189			293,612
Operating income	$	260,627		$	271,202		$	173,732

Total Assets

The Company's total assets, by Reportable Segment, consisted of the following amounts:

	December 31,
(In thousands)	2016		2015
Assets
Las Vegas Locals	$	1,785,858	$	1,155,224
Downtown Las Vegas	157,319		138,159
Midwest and South	2,556,307		2,634,742
Total Reportable Segment assets	4,499,484		3,928,125
Corporate	171,267		422,775
Total assets	$	4,670,751	$	4,350,900

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Capital Expenditures

The Company's capital expenditures by Reportable Segment, consisted of the following:

	Year Ended December 31,
(In thousands)	2016			2015		2014
Capital Expenditures:
Las Vegas Locals	$	42,069		$	41,772	$	31,653
Downtown Las Vegas	28,431			13,000		9,917
Midwest and South	73,255			60,887		89,029
Total Reportable Segment Capital Expenditures	143,755			115,659		130,599
Corporate	16,672			12,646		(8,786		)
Total Capital Expenditures	160,427			128,305		121,813
Change in Accrued Property Additions	(69		)	2,865		15,938
Cash-Based Capital Expenditures	$	160,358		$	131,170	$	137,751

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 15.     SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected quarterly financial information:

	Year Ended December 31, 2016
(In thousands, except per share data)	First		Second		Third		Fourth		Year
Summary Operating Results:
Net revenues	$	552,378	$	544,874	$	531,901	$	554,823	$	2,183,976
Operating income	82,250		80,490		67,916		29,971		260,627
Income from continuing operations, net of tax	$	21,560	$	11,307	$	161,864	$	10,742	$	205,473
Income from discontinued operations, net of tax	11,630		18,715		180,707		1,478		212,530
Net income attributable to Boyd Gaming Corporation	$	33,190	$	30,022	$	342,571	$	12,220	$	418,003
Basic net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.41	$	0.10	$	1.79
Discontinued operations	0.10		0.16		1.58		0.01		1.86
Basic net income per common share	$	0.29	$	0.26	$	2.99	$	0.11	$	3.65
Diluted net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.40	$	0.10	$	1.78
Discontinued operations	0.10		0.16		1.57		0.01		1.85
Diluted net income per common share	$	0.29	$	0.26	$	2.97	$	0.11	$	3.63

98

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	71,883		83,094			69,423		46,802			271,202
Income (loss) from continuing operations, net of tax	$	30,504	$	(12,390	)	$	7,015	$	(14,434	)	$	10,695
Income from discontinued operations, net of tax	4,599		5,965			18,410		7,565			36,539
Net income (loss) attributable to Boyd Gaming Corporation	$	35,103	$	(6,425	)	$	25,425	$	(6,869	)	$	47,234
Basic net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.17		0.07			0.32
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.16		0.07			0.32
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

NOTE 16.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Senior Notes and our 6.375% Notes is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent our Aliante, Cannery and Eastside Cannery properties, special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

The tables below present the condensed consolidating balance sheets as of December 31, 2016, and 2015, the condensed consolidating statements of operations for the years ended December 31, 2016, 2015 and 2014 and the condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015 and 2014.

99

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets

	December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,212		$	168,898	$	23,752		$	—		$	—		$	193,862
Other current assets	78,915			9,644		25,979			—			(453		)	114,085
Property and equipment, net	73,180			2,096,764		435,225			—			—			2,605,169
Investments in subsidiaries	4,505,897			139,465		—			—			(4,645,362		)	—
Intercompany receivable	—			1,464,361		—			—			(1,464,361		)	—
Other assets, net	13,598			27,551		8,056			—			—			49,205
Intangible assets, net	—			825,667		56,287			—			—			881,954
Goodwill, net	—			672,067		154,409			—			—			826,476
Total assets	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	30,250		$	—	$	86		$	—		$	—		$	30,336
Other current liabilities	93,762			179,624		63,211			—			(1,429		)	335,168
Accumulated losses of subsidiaries in excess of investment	—			—		8,257			—			(8,257		)	—
Intercompany payable	521,002			—		942,155			254			(1,463,411		)	—
Long-term debt, net of current maturities and debt issuance costs	3,198,613			—		506			—			—			3,199,119
Other long-term liabilities	(104,901		)	298,624		(21,721		)	—			—			172,002
Boyd Gaming Corporation stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,129		)	934,076
Noncontrolling interest	—			—		—			—			50			50
Total stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,079		)	934,126
Total liabilities and stockholders' equity	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751

100

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets - continued

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	156,116	$	2,482		$	221		$	—		$	158,821
Other current assets	14,602		73,902		10,415			—			(508		)	98,411
Property and equipment, net	68,515		2,120,455		36,372			—			—			2,225,342
Investments in subsidiaries	3,547,690		—		—			—			(3,547,690		)	—
Intercompany receivable	—		1,702,317		—			—			(1,702,317		)	—
Other assets, net	12,521		17,527		18,293			—			—			48,341
Intangible assets, net	—		865,995		24,059			—			—			890,054
Goodwill, net	—		684,529		781			—			—			685,310
Investment in unconsolidated subsidiary held for sale	—		244,621		—			—			—			244,621
Total assets	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	8,250	$	—		$	—		$	—		$	29,750
Other current liabilities	102,946		198,590		24,071			—			(286		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		4,507		302			—			(4,809		)	—
Intercompany payable	720,400		—		981,688			475			(1,702,563		)	—
Long-term debt, net of current maturities and debt issuance costs	2,255,800		983,999		—			—			—			3,239,799
Other long-term liabilities	34,723		213,296		—			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,907		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,857		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900

101

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	121,939	$	2,127,064		$	78,308		$	—	$	(143,335	)	$	2,183,976
Operating costs and expenses
Operating	1,200		1,112,717			57,816			—		—			1,171,733
Selling, general and administrative	49,938		260,014			12,055			—		2			322,009
Maintenance and utilities	—		98,741			1,279			—		—			100,020
Depreciation and amortization	8,767		180,463			6,996			—		—			196,226
Corporate expense	66,703		1,738			4,227			—		—			72,668
Project development, preopening and writedowns	18,079		(3,297		)	7,325			—		—			22,107
Impairments of assets	1,440		36,862			—			—		—			38,302
Other operating items, net	181		103			—			—		—			284
Intercompany expenses	1,205		140,671			1,461			—		(143,337		)	—
Total operating costs and expenses	147,513		1,828,012			91,159			—		(143,335		)	1,923,349
Equity in earnings of subsidiaries	442,902		(2,039		)	—			—		(440,863		)	—
Operating income (loss)	417,328		297,013			(12,851		)	—		(440,863		)	260,627
Other expense (income)
Interest expense, net	157,923		51,773			35			—		—			209,731
Loss on early extinguishments and modifications of debt	28,356		14,008			—			—		—			42,364
Other, net	1		617			(73		)	—		—			545
Total other expense, net	186,280		66,398			(38		)	—		—			252,640
Income (loss) from continuing operations before income taxes	231,048		230,615			(12,813		)	—		(440,863		)	7,987
Income taxes benefit	186,955		10,405			126			—		—			197,486
Income (loss) from continuing operations, net of tax	418,003		241,020			(12,687		)	—		(440,863		)	205,473
Income (loss) from discontinued operations, net of tax	—		212,530			—			—		—			212,530
Net income (loss)	$	418,003	$	453,550		$	(12,687	)	$	—	$	(440,863	)	$	418,003
Comprehensive income (loss)	$	417,704	$	453,251		$	(12,687	)	$	—	$	(440,564	)	$	417,704

102

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2015
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	2,173,147		$	48,353		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		1,145,181			43,843			—			—			1,190,824
Selling, general and administrative	48,173		267,661			6,604			—			(18		)	322,420
Maintenance and utilities	—		103,086			1,462			—			—			104,548
Depreciation and amortization	6,179		196,865			4,074			—			—			207,118
Corporate expense	71,700		1,781			3,460			—			—			76,941
Project development, preopening and writedowns	884		2,351			3,596			76			—			6,907
Impairments of assets	—		17,500			1,065			—			—			18,565
Other operating items, net	599		308			—			—			—			907
Intercompany expenses	1,204		140,971			1,416			—			(143,591		)	—
Total operating costs and expenses	130,539		1,875,704			65,520			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	190,570		(2,204		)	(76		)	—			(188,290		)	—
Operating income (loss)	181,572		295,239			(17,243		)	(76		)	(188,290		)	271,202
Other expense (income)
Interest expense, net	125,890		96,818			24			—			—			222,732
Loss on early extinguishments of debt	30,829		9,904			—			—			—			40,733
Other, net	396		2,959			321			—			—			3,676
Total other expense, net	157,115		109,681			345			—			—			267,141
Income (loss) from continuing operations before income taxes	24,457		185,558			(17,588		)	(76		)	(188,290		)	4,061
Income taxes benefit (provision)	22,777		(16,089		)	(54		)	—			—			6,634
Income (loss) from continuing operations, net of tax	47,234		169,469			(17,642		)	(76		)	(188,290		)	10,695
Income from discontinued operations, net of tax	—		36,539			—			—			—			36,539
Net income (loss)	$	47,234	$	206,008		$	(17,642	)	$	(76	)	$	(188,290	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,745		$	(17,642	)	$	(76	)	$	(188,027	)	$	46,971

103

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	2,114,021		$	48,687		$	—		$	(137,612	)	$	2,142,255
Operating costs and expenses
Operating	1,800			1,134,312			48,330			—			—			1,184,442
Selling, general and administrative	46,708			273,924			7,187			—			(220		)	327,599
Maintenance and utilities	—			108,002			1,523			1			—			109,526
Depreciation and amortization	5,667			200,356			2,892			—			—			208,915
Corporate expense	71,951			1,849			1,826			—			—			75,626
Project development, preopening and writedowns	105			8,894			4,586			162			—			13,747
Impairments of assets	320			41,090			7,271			—			—			48,681
Other operating items, net	164			(177		)	—			—			—			(13		)
Intercompany expenses	1,204			134,710			1,478			—			(137,392		)	—
Total operating costs and expenses	127,919			1,902,960			75,093			163			(137,612		)	1,968,523
Equity in earnings of subsidiaries	85,268			(2,764		)	(162		)	—			(82,342		)	—
Operating income (loss)	74,508			208,297			(26,568		)	(163		)	(82,342		)	173,732
Other expense (income)
Interest expense, net	132,204			95,953			24			—			—			228,181
Loss on early extinguishments of debt	—			1,536			—			—			—			1,536
Other, net	(793		)	(683		)	1,524			—			—			48
Total other expense, net	131,411			96,806			1,548			—			—			229,765
Income (loss) from continuing operations before income taxes	(56,903		)	111,491			(28,116		)	(163		)	(82,342		)	(56,033		)
Income taxes benefit (provision)	3,862			1,644			(98		)	—			—			5,408
Income (loss) from continuing operations, net of tax	(53,041		)	113,135			(28,214		)	(163		)	(82,342		)	(50,625		)
Income (loss) from discontinued operations, net of tax	—			(13,819		)	—			22,806			—			8,987
Income from discontinued operations attributable to noncontrolling interest, net of tax	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,316		$	(28,214	)	$	22,643		$	(93,745	)	$	(53,041	)
Comprehensive income	$	(51,577	)	$	100,780		$	(28,214	)	$	22,643		$	(95,209	)	$	(51,577	)

104

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(86,502	)	$	334,764		$	55,815		$	—		$	(1,196	)	$	302,881
Cash flows from investing activities
Capital expenditures	(42,840		)	(115,978		)	(1,540		)	—			—			(160,358		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—			—			—			(592,703		)
Net activity with affiliates	—			237,956			—			—			(237,956		)	—
Distributions from subsidiary	9,150			—			—			—			(9,150		)	—
Other investing activities	—			7,529			6,678			—			—			14,207
Net cash from investing activities	(626,393		)	129,507			5,138			—			(247,106		)	(738,854		)
Cash flows from financing activities
Borrowings under bank credit facility	2,039,175			237,000			—			—			—			2,276,175
Payments under bank credit facility	(1,466,362		)	(899,750		)	—			—			—			(2,366,112		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(42,220		)	—			—			—			—			(42,220		)
Retirements of senior notes	(350,000		)	(350,000		)	—			—			—			(700,000		)
Premium and consent fees paid	(15,750		)	—			—			—			—			(15,750		)
Net activity with affiliates	(199,398		)	—			(39,533		)	(221		)	239,152			—
Distributions to parent	—			(9,000		)	(150		)	—			9,150			—
Share-based compensation activities, net	(1,295		)	—			—			—			—			(1,295		)
Other financing activities	(45		)	—			—			—			—			(45		)
Net cash from financing activities	714,105			(1,021,750		)	(39,683		)	(221		)	248,302			(99,247		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(27,796		)	—			—			—			(27,796		)
Cash flows from investing activities	—			598,057			—			—			—			598,057
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			570,261			—			—			—			570,261
Net change in cash and cash equivalents	1,210			12,782			21,270			(221		)	—			35,041
Cash and cash equivalents, beginning of period	2			156,116			2,482			221			—			158,821
Cash and cash equivalents, end of period	$	1,212		$	168,898		$	23,752		$	—		$	—		$	193,862

105

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	237,041		$	(13,085	)	$	(76	)	$	(209	)	$	325,751
Cash flows from investing activities
Capital expenditures	(48,591		)	(82,392		)	(187		)	—			—			(131,170		)
Net activity with affiliates	—			(66,691		)	—			—			66,691			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			1,236			—			—			—			4,528
Net cash from investing activities	(34,099		)	(147,847		)	(187		)	—			55,491			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			345,500			—			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	(425,150		)	—			—			—			(1,636,350		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	(3		)	(157,810		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			172,124			78			(66,482		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Net cash from financing activities	(67,981		)	(90,753		)	14,214			78			(55,282		)	(199,724		)
Cash flows from discontinued operations
Cash flows from operating activities	—			14,095			—			—			—			14,095
Cash flows from investing activities	—			—			—			—			—			—
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			14,095			—			—			—			14,095
Net change in cash and cash equivalents	—			12,536			942			2			—			13,480
Cash and cash equivalents, beginning of period	2			143,580			1,540			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	156,116		$	2,482		$	221		$	—		$	158,821

106

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	323,402		$	1,847		$	4,290		$	(117	)	$	289,898
Cash flows from investing activities
Capital expenditures	(43,164		)	(94,442		)	(145		)	—			—			(137,751		)
Investments in and advances to unconsolidated subsidiaries, net				—			—			153						153
Net activity with affiliates	—			(158,791		)	—			—			158,791			—
Distribution from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(670		)	(5,242		)	—			—			(5,912		)
Net cash from investing activities	(37,864		)	(253,903		)	(5,387		)	153			153,491			(143,510		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			317,400			—			—			—			1,147,800
Payments under bank credit facility	(910,700		)	(377,150		)	—			—			—			(1,287,850		)
Debt financing costs, net	(83		)	—			—			—			—			(83		)
Payments under note payable	—			(9		)	—			—			—			(9		)
Net activity with affiliates	155,952			—			2,590			132			(158,674		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(64,959		)	2,490			132			(153,374		)	(138,321		)
Cash flows from discontinued operations
Cash flows from operating activities	—			1,419			—			31,542			—			32,961
Cash flows from investing activities	—			—			—			(36,470		)	—			(36,470		)
Cash flows from financing activities	—			—			—			(37,055		)	—			(37,055		)
Net cash from discontinued operations	—			1,419			—			(41,983		)	—			(40,564		)
Net change in cash and cash equivalents	2			5,959			(1,050		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			137,621			2,590			100			—			140,311
Change in cash classified as discontinued operations	—			—			—			37,527			—			37,527
Cash and cash equivalents, end of period	$	2		$	143,580		$	1,540		$	219		$	—		$	145,341

NOTE 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, 2016. 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, 2016, 2015 and 2014, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

107

NOTE 18.    SUBSEQUENT EVENTS

In February 2017, we invested $43.0 million to exercise a purchase option to acquire leased land underlying The Orleans.

We have evaluated all events or transactions that occurred after December 31, 2016. During this period, up to the filing date, we did not identify any subsequent events, other than the exercise of a purchase option mentioned above and the acquisition of land that is the intended site of the Wilton Rancheria casino (see Note 9, Commitments and Contingencies), the effects of which would require disclosure or adjustment to our financial position or results of operations.

108

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, 2016.

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 ensure 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 our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Report.

Pursuant to Section 404 of the Sarbanes-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, 2016. 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 that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management's 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, 2016, based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

On September 27, 2016, we completed the acquisition of Aliante pursuant to the Merger Agreement and on December 20, 2016, we acquired Cannery and Eastside Cannery under the terms of the Purchase Agreement.  These acquisitions added three wholly-owned properties in Nevada to our portfolio. Accordingly, the acquired assets and liabilities of these entities are included in our consolidated balance sheet as of December 31, 2016 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, 2016 from the respective dates of acquisition. However, we have elected to exclude Aliante, Cannery and Eastside Cannery from the scope of our report on internal control over financial reporting as of December 31, 2016. The combined financial position of the acquired companies represented approximately 14.1% of our total assets at December 31, 2016, and their combined results of operations increased our net revenues by 1.3% and increased our operating income by 2.2%, during the year ended December 31, 2016.

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2016, the end of our 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, 2016, which report follows below.

109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Boyd Gaming Corporation and Subsidiaries:

We have audited the internal control over financial reporting of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management's Report on Internal Control over Financial Reporting, management elected to exclude from its assessment the internal control over financial reporting of Aliante Casino + Resort + Spa (“Aliante”), which was acquired on September 27, 2016 and Cannery Casino Hotel and Eastside Cannery Casino and Hotel (together with Aliante, the “Acquisitions”), which were acquired on December 20, 2016. The financial position of these Acquisitions represents approximately 14.1% of the Company's total assets at December 31, 2016, and their results of operations increased the Company's net revenues and operating income by 1.3% and 2.2%, respectively. Accordingly, our audit did not include the internal control over financial reporting for the Acquisitions. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated February 23, 2017 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 23, 2017

110

ITEM 9B.    Other Information

None

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 Section 16(a) Beneficial Ownership Reporting Compliance in our Definitive Proxy Statement to be filed in connection with our 2017 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 February 18, 2017:

Name	Age	Position
Brian A. Larson	61	Executive Vice President, Secretary and General Counsel
Josh Hirsberg	55	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Theodore A. Bogich	61	Executive Vice President, Operations
Stephen S. Thompson	57	Executive Vice President, Operations
Anthony D. McDuffie	56	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 as Vice President, Finance and Controller of Pinnacle Airlines Corp. from October 2011 until September 2012. Prior to joining Pinnacle Airlines, Mr. McDuffie served as a financial accounting consultant to businesses in the manufacturing, health care and emergency air ambulance industries from May 2009 until October 2011.  Mr. McDuffie served as Controller and Chief Accounting Officer of Caesars Entertainment Corporation from November 2001 to May 2009.

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 2017 Annual Meeting of Stockholders and is incorporated herein by reference.

111

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 2017 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 2017 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 2017 Annual Meeting of Stockholders and is incorporated herein by reference.

112

PART IV

ITEM 15.    Exhibits, Financial Statement Schedules

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.
Report of Independent Registered Public Accounting Firm	51
Consolidated Balance Sheets at December 31, 2016 and 2015	52
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014	53
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014	54
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014	55
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014	56
Notes to Consolidated Financial Statements	57

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
Number	Description of Exhibit	Method of Filing
2.1	Agreement and Plan of Merger, dated as of May 16, 2012, entered into by and among, Boyd Gaming Corporation, Boyd Acquisition II, LLC, Boyd Acquisition Sub, LLC, Peninsula Gaming Partners, LLC and Peninsula Gaming, LLC.	Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on May 16, 2012.
2.2	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.
2.3	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.
2.4	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.
2.5	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.

113

Exhibit
Number	Description of Exhibit	Method of Filing
2.6	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.
2.7	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.
3.1	Amended and Restated Articles of Incorporation of the Registrant	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 October 20, 2016.	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.
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% Senior Notes due 2020, dated June 8, 2012, by and between the Company 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 dates as of June 8, 2012, among the Company, the Guarantors party thereto, and U.S. Bank National.	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
4.5	Second Supplemental Indenture, related to the 9.125% Senior Notes due 2018, 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 November 10, 2010 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee.	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
4.6	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.
4.7	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.

114

Exhibit
Number	Description of Exhibit	Method of Filing
4.8	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.
4.9	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.
4.10	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.
4.11	Registration Rights Agreement, dated March 28, 2016, by and among the Company, the guarantors named therein and Deutsche Bank Securities Inc., 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 with the SEC on March 29, 2016.
4.12	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.
4.13	Second 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.
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.

115

Exhibit
Number	Description of Exhibit	Method of Filing
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.
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.

116

Exhibit
Number	Description of Exhibit	Method of Filing
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.
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.

117

Exhibit
Number	Description of Exhibit	Method of Filing
10.31	Closing Agreement, 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.
10.32	Real Estate Ground 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.
10.33	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.
10.37	Separation Agreement and Release, Dated September 19, 2014, by and between Paul J. Chakmak and the Registrant.	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 10-Q for the quarter ended September 30, 2014.
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*	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.
10.40†	Real Estate Ground Lease, dated September 22, 2006, as Amended between NP Land LLC and Nevada Palace, LLC	Filed electronically herewith
12	Ratio of Earnings to Fixed Charges.	Filed electronically herewith
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

118

Exhibit
Number	Description of Exhibit	Method of Filing
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
101	The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2016; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (vi) Notes to Consolidated Financial Statements. ***	Filed electronically herewith

________________________________

*    Management contracts or compensatory plans or arrangements.

**    Certain portions of this exhibit has 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.

119

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 February 23, 2017.

BOYD GAMING CORPORATION
By:	/s/ Anthony D. McDuffie
	Anthony D. McDuffie
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

120

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
/s/ WILLIAM S. BOYD	Executive Chairman of the Board of Directors	February 23, 2017
William S. Boyd
/s/ MARIANNE BOYD JOHNSON	Vice Chairman of the Board of Directors,	February 23, 2017
Marianne Boyd Johnson	Executive Vice President and Director
/s/ KEITH E. SMITH	President, Chief Executive Officer and Director	February 23, 2017
Keith E. Smith	(Principal Executive Officer)
/s/ JOSH HIRSBERG	Executive Vice President, Chief Financial Officer and Treasurer	February 23, 2017
Josh Hirsberg
/s/ WILLIAM R. BOYD	Vice President and Director	February 23, 2017
William R. Boyd
/s/ JOHN BAILEY	Director	February 23, 2017
John Bailey
/s/ ROBERT L. BOUGHNER	Director	February 23, 2017
Robert L. Boughner
/s/ RICHARD FLAHERTY	Director	February 23, 2017
Richard Flaherty
/s/ CHRISTINE J. SPADAFOR	Director	February 23, 2017
Christine J. Spadafor
/s/ PETER M. THOMAS	Director	February 23, 2017
Peter M. Thomas
/s/ PAUL WHETSELL	Director	February 23, 2017
Paul Whetsell
/s/ VERONICA J. WILSON	Director	February 23, 2017
Veronica J. Wilson
/s/ ANTHONY D. MCDUFFIE	Vice President and Chief Accounting Officer	February 23, 2017
Anthony D. McDuffie	(Principal Accounting Officer)

121

EX-10.40

Exhibit 10.40

Execution Version

GROUND LEASE

GROUND LEASE

This GROUND LEASE ("Lease"), is made and effective as of September 22, 2006 (the "Commencement Date"), by and between NP LAND, LLC, a Nevada limited-liability company ("Lessor"), and NEVADA PALACE, LLC, a Nevada limited­ liability company ("Lessee") (collectively, the "Parties," and each sometimes singularly, a "Party"), with reference to the following facts:

RECITALS

A.Lessor owns certain land in fee located in the City of Las Vegas, County of Clark, State of Nevada, commonly known as 5255 Boulder Highway and 5335 Boulder Highway, Assessor's Parcel Nos. 161-21-204-002, 161-21-302-001 and 161-21-302- 002, as more particularly described in Exhibit A (the "Land"), and the Improvements (as defined in Section 1.1) located thereon. The Land and the Improvements are currently used for a hotel, casino and recreational vehicle park and such other purposes as are normally and usually incident to such business.

B.A certain portion of the Land (the "D.R. Horton Leasehold") was leased to D.R. Horton, Inc., a Delaware corporation ("D.R. Horton"), under that certain lease agreement (the "D.R. Horton Lease") made between D.R. Horton and Lessor's predecessor-in-interest on April 30, 2005 (attached hereto as Exhibit B). The term of the D.R. Horton Lease ends on October 29, 2006 with no provision for extension.

C.Lessee desires to lease the Land (subject to the D.R. Horton Leasehold) and Improvements from Lessor and to use them for the Permitted Uses (as defined in Section 5.1) while constructing a new hotel and casino defined as the Project in Section 6.2(A), and in conjunction with such Project, Lessee desires to demolish and remove some or all of the Improvements located on the Land.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, in accordance with the terms and subject to the conditions set forth herein, agree as follows:

Agreement

ARTICLE 1. PREMISES AND TITLE

1.1    Lease of Premises. All improvements, structures, fixtures and appurtenances presently located on the Land or which may be located on the Land from time to time, including any and all new improvements that Lessee shall construct or cause to have constructed (the "Improvements"), together with the Land, shall constitute the "Premises," excepting that the D.R. Horton Leasehold shall be excluded from the Premises until such time as the D.R. Horton Lease expires or is terminated at which time the D. R. Horton Leasehold shall automatically become part of the Premises, subject to the terms and provisions of this Agreement, without any further action by the Parties. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises.

1.2    Title. Lessee acknowledges that Lessee has obtained a leasehold title insurance policy insuring the Leasehold Estate.

1.3    No Modification, Amendment or Extension of the D.R. Horton Lease. Lessor may not, modify, amend or extend the D.R. Horton Lease without Lessee's express written consent (which it may

withhold at its sole and absolute discretion).

ARTICLE 2. TERM

2.1    Term. The Premises are leased for the term of thirty-five (35) years (the "Term"), commencing on the Commencement Date, and terminating at midnight on the thirty-fifth (35th) Anniversary (as defined in Section 3.1 (A)) occurs (the "Termination Date").

2.2    Holding Over. If Lessee holds over the Premises or any part thereof after expiration of the Term of this Lease, such holding over, at Lessor's option, shall constitute a month-to-month tenancy, at rent equal to two hundred percent (200%) of the last applicable rent in effect immediately prior to such holding over, which shall not be prorated for any partial month, and shall otherwise be governed by all of the other terms and conditions of this Lease. Notwithstanding any of the foregoing to the contrary, Lessee shall have no right to occupy the Premises or any portion thereof after the expiration or termination of this Lease or of Lessee's right to possession, without Lessor's prior written consent, which consent may be withheld in Lessor's sole and absolute discretion. Acceptance of any holdover rent shall not constitute a waiver by Lessor of any re-entry or other rights of Lessor provided for under this Lease or by law nor shall it be deemed an extension or renewal of the Term of this Lease without a written election thereof by Lessor. If Lessee fails to surrender the Premises upon expiration or earlier termination of this Lease, Lessee shall be liable for and shall indemnify, defend and hold Lessor harmless from and against all claims against, or damages suffered by, Lessor resulting from or arising out of Lessee’s failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any lessee or prospective lessee who was to have occupied the Premises after the expiration or earlier termination of this Lease and any related attorneys’ fees and costs and brokerage commissions.

ARTICLE 3. RENT

3.1    Amount of Rent. Lessee agrees to pay Lessor rent for the use and occupancy of the Premises, as follows:

A.From the Commencement Date until the first (1st) anniversary of the first day of the first month following the Commencement Date ("Anniversary") the rent shall be One Hundred Sixty-Three Thousand Six Hundred Dollars ($163,600), payable monthly in advance on the first day of each month. If the Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of rent for such month or months shall be prorated, based on the number of days in such month.

B.Commencing on the first (1st) Anniversary and at every Anniversary thereafter (excepting the tenth (10th) Anniversary, the twentieth (20th) Anniversary and the thirtieth (30th) Anniversary) during the Term of this Lease (each, a "CPI Rent Adjustment Date"), the monthly rent shall be adjusted pursuant to a cost of living factor, calculated as follows: the cost of living factor shall be a fraction whose numerator is the index figure stated in the Consumer Price Index for All Consumers (1982-1984=100) specified for All Items relating to the West Region published by the Bureau of Statistics of the United States Department of Labor in effect on such date, and whose denominator is the index figure for such Consumer Price Index in effect on the Commencement Date of this Lease; provided, however, that the cost of living factor shall never be less than one (1). If such Consumer Price Index is discontinued, the cost of living factor shall be based on comparable statistics on changes in the purchasing power of the consumer dollar for the applicable periods, as published by a responsible financial periodical report of a recognized governmental or private authority. The rent so calculated shall be the monthly rent for each month during the one (1) year

period from each CPI Rent Adjustment Date until the next CPI Rent Adjustment Date, FRV Rent Adjustment Date (as defined in Section 3.1(C)) or Termination Date, payable monthly in advance, beginning on the first day of each and every month during each such one (1) year period.

C.On the tenth (10th) Anniversary, the twentieth (20th) Anniversary and the thirtieth (30th) Anniversary (each, a "FRV Rent Adjustment Date"), the monthly rent shall be adjusted to the "Fair Rental Value" for the Premises, calculated pursuant to Paragraph 3.2 hereof. The Fair Rental Value so calculated shall be the monthly rent for each month during the one (1) year period after each FRV Rent Adjustment Date until the next CPI Rent Adjustment Date or Termination Date, payable monthly in advance, beginning on the first day of each and every month during each such one (1) year period.

3.2    Determination of Fair Rental Value.

A.The term "Fair Rental Value" shall mean an amount equal to the product of: (i) the then prevailing rate of return being realized by landowners for comparable property located in Clark County, Nevada; provided, however, that in no event shall such rate of return be less than eight percent (8%) per year; times (ii) the market value of the Land. Notwithstanding the foregoing, in no event shall the rent for any rental period be less than the rent in effect immediately preceding the commencement of such rental period. The market value for the Land shall be based upon the assumption that the Land is free and clear of this Lease and any Improvements, but is subject to similar restrictions on use, as herein set forth, and giving due consideration to amenities furnished, and any other factors which would ordinarily be considered in establishing the prevailing market value, all as applicable to the use permitted in this Lease in other comparable commercial developments and resort casino ground leases in Clark County, Nevada.

B.Not later than one hundred eighty (180) days prior to each FRV Rent Adjustment Date, Lessor and Lessee shall meet in an effort to negotiate, in good faith, the Fair Rental Value of the Premises as of the FRV Rent Adjustment Date. If Lessor and Lessee have not agreed upon the Fair Rental Value of the Premises at least ninety (90) days prior to the applicable FRV Rent Adjustment Date, the Fair Rental Value shall be determined by appraisal, by one or more appraisers (herein called "Appraiser(s)"), as provided below in this Paragraph 3.2. Such Appraiser(s) shall have at least fifteen (15) years' experience in the appraisal of commercial real property in Clark County, Nevada, and shall be members of professional organizations such as MAI or the equivalent.

C.If Lessor and Lessee are not able to agree upon the Fair Rental Value of the Premises within the prescribed time period, then Lessor and Lessee shall attempt to agree in good faith upon a single Appraiser not later than seventy-five (75) days prior to the applicable FRV Rent Adjustment Date. If Lessor and Lessee are unable to agree upon a single Appraiser within such time period, then Lessor and Lessee shall each appoint one Appraiser not later than sixty-five (65) days prior to the applicable FRV Rent Adjustment Date. Within ten (10) days thereafter, the two (2) appointed Appraisers shall appoint a third Appraiser. If either Lessor or Lessee fails to appoint its Appraiser within the prescribed time period, the single Appraiser appointed shall determine the Fair Rental Value of the Premises as of the applicable FRV Rent Adjustment Date. Each Party shall bear the cost of its own Appraiser and the Parties shall share equally the cost of the single or third Appraiser, if applicable.

D.If a single Appraiser is chosen, then such Appraiser shall determine the Fair Rental Value of the Premises. Otherwise, the Fair Rental Value of the Premises shall be the arithmetic average of the two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shall be disregarded; provided, however, if the highest appraisal exceeds the middle appraisal by the same amount that the middle appraisal exceeds the lowest appraisal, then the middle appraisal shall be the Fair Rental

Value of the Premises. Lessor and Lessee shall instruct the Appraiser(s) to complete the determination of the Fair Rental Value not later than thirty (30) days prior to the applicable FRV Rent Adjustment Date.

E.If the determination of adjusted rent is made after the applicable FRV Rent Adjustment Date, Lessee shall continue to pay rent at the rate applicable to the preceding period until the adjusted rate is determined. Promptly after the determination, Lessee shall pay any difference for the period affected by the adjustment, with interest which has accrued from the applicable FRV Rent Adjustment Date at the rate of ten percent (10%) per year.

3.3    Net Lease. Notwithstanding any other provision in this Lease to the contrary, this Lease is what is commonly known as a "net lease," it being understood that Lessor shall receive the rent set forth in this Lease free and clear of any and all taxes, liens, charges, expenses, offsets, defenses, reductions, deductions, claims, counterclaims, or adjustments of any nature whatsoever in connection with the ownership and operation of the Premises. It is the intention of the Parties that this Lease shall not be terminable for any reason by the Lessee and that the Lessee shall in no event be entitled to any abatement of, or reduction in, Rent payable hereunder, except as herein expressly provided. To the extent (a) any present or future law (whether common law or statutory) may be contrary to this Section 3.3 and (b) may be waived by the agreement of the Parties, the Parties agree to waive the portion of such law to the extent that it would modify the terms of this Section 3.3.

3.4    Past Due Rents. If Lessee shall fail to pay any rents or other charges characterized herein as additional rent, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the Default Rate, as hereinafter defined, and such interest shall be collectible as additional rent.

A.As used in this Lease, the term, "Default Rate," shall mean an annual rate of interest equal to the lesser of: (i) two percent (2%) above the reference interest rate then in effect, and as adjusted from time to time, at Bank of America, NA; or (ii) the highest rate allowable by law.

B.Any payment by Lessee or acceptance by Lessor of a lesser amount than shall be due from Lessee to Lessor shall be treated as a payment on account. The acceptance by Lessor from Lessee of payment for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such a check, that such lesser amount is payment "in full," or language to like effect, shall not constitute an accord and satisfaction, shall be given no effect, and Lessor may accept such check without prejudice to any other rights or remedies which Lessor may have against Lessee.

3.5    Other Financial Obligations of Lessee. In addition to the rent set forth herein, Lessee shall pay to the persons or entities respectively entitled thereto all impositions, insurance premiums, operating charges, maintenance charges, construction costs, claims, taxes, liens and any other charges, costs and expenses which arise or may be contemplated under any provisions of this Lease (including compliance with the Applicable Requirements as defined in Section 6.4(A)). All of such charges, costs and expenses shall constitute additional rent, and upon the failure of Lessee to pay any such additional rent, Lessor shall have the same rights and remedies as otherwise provided in this Lease for the failure of Lessee to pay rent.

ARTICLE 4. TAXES

4.1    Lessee to Pay Taxes. In addition to the payment of rent, Lessee shall pay through the Term of this Lease, beginning as of the Commencement Date, directly to the appropriate taxing or other applicable authority at least ten (10) days before the same become delinquent, all real property taxes and assessments of every kind attributable to the Premises or any part thereof or Improvement thereon, or for

which Lessor or Lessee in respect thereof, are now or may during the Term be assessed or become liable, whether assessed to or payable by Lessor or Lessee. Lessee shall furnish to Lessor, within thirty (30) days after the date of payment satisfactory evidence that the tax has been paid.

4.2    Installment Payment. If, by any law, any such tax is payable or may at the option of the taxpayer be paid in installments, Lessee may pay the tax, together with any accrued interest on the unpaid balance of the tax, in installments as they become due.

4.3    Proration for Time. All such taxes and assessments for the first and, if the Lessee is not in default under this Lease, the last year of this Lease, shall be prorated between the Lessor and Lessee on the basis of the applicable tax fiscal year.

4.4    Contest-Surety Bond. Lessee shall have the right to contest the amount or validity of any such imposition by appropriate legal proceedings, but this right shall not be deemed or construed in any way as relieving or modifying or extending Lessee's covenant to pay any such imposition at the time and in the manner as in this Section provided. Lessor shall, upon request, join in any such proceedings if Lessee determines that it shall be necessary or convenient for Lessor to do so in order for Lessee to prosecute properly such proceedings, but Lessor shall not be subject to any costs or expenses in connection with any such proceeding brought by Lessee. Lessee hereby covenants to indemnify and save Lessor harmless from any such costs and expenses, including reasonable attorneys' fees and costs. Lessee, upon commencing such contest, shall deliver to Lessor a good and sufficient surety bond guaranteeing payment of any taxes, penalties, interest and other costs thereof, found due as a result of such contest.

4.5    Separate Assessment of Lessee's Personal Property. During the Term of this Lease, Lessee shall attempt to cause all taxes, assessments, and other charges levied upon or imposed upon any personal property situated in, on or about the Premises to be levied or assessed separately from the Premises and not as a lien thereon.

4.6    Indemnification of Lessor. Lessee shall protect and hold harmless Lessor and the Premises and all Improvements in, on or about the same from all liability for any and all such taxes, assessments and charges, together with any interest, penalties or other sums thereby imposed, and from any sale or other proceeding to enforce payment thereof.

ARTICLE 5. USE

5.1    Permitted Uses. During the Term, Lessee shall have the right to use and occupy the Premises, for all lawful purposes, except as may be otherwise provided in this Lease (the "Permitted Uses"). Lessor shall obtain and maintain, at Lessor's sole cost, all licenses, approvals, and permits required for operation of the Premises, including without limitation any licenses, permits or approvals of any Gaming Authorities (as defined in Section 18.1).

5.2    Limits on Use;·Licenses. During the Term of the Lease, the Premises and all Improvements constructed and maintained thereon shall be used by Lessee for the Permitted Use and for no other use or purpose.

5.3    Indemnity for Violation of Law. Lessee covenants and agrees to indemnify and save Lessor harmless from any penalties, damages or charges imposed for any violation of any and all Laws (as defined in Section 5.3(A)) including Environmental Laws (as defined Section 5.3(B)), whether occasioned by neglect, omission or intentional act of Lessee or any person upon the Premises by license or invitation of

Lessee or holding or occupying the same or any part thereof under or by right of Lessee; provided, however, this indemnity contained in this Section 5.3 shall not apply if such penalties, damages or charges are imposed for any violation of any Law including an Environmental Law, occasioned by the gross negligence or intentional misconduct of Lessor, its officers, members, agents, representatives, contractors, or employees.

A.For purposes of this Lease, "Laws" shall mean all laws, statutes, rules, regulations, ordinances, judgments, and other pronouncements, including Environmental Laws (as defined below), whether statutory or common law, having the effect of law of the United States or any state, county, city or other political subdivision or of any governmental authority asserting jurisdiction over the Land, Improvements or either Party.

B.For purposes of this Lease, "Environmental Laws" shall mean any present or future Law relating to the regulation or protection of human health, safety or the environment or to emissions, discharges, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances (as defined in Section15.7) or wastes into the environment (including, without limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances.

5.4    Contest of Validity of Law; Surety-Bond. Lessee shall have the right to contest by appropriate legal proceedings, without cost or expense to Lessor, the validity of any Law, if the terms of such Law may be legally held in abeyance without subjecting Lessor to any liability whatsoever because of Lessee's failure to comply immediately therewith, in which event, such compliance may be postponed until the final determination of any such proceeding. Lessee hereby covenants to indemnify and save Lessor harmless from any costs and expenses, including reasonable attorneys' fees and costs arising from Lessee's contestation of such Law, and upon commencing such contest, Lessee shall deliver to Lessor a good and sufficient surety bond guaranteeing payment of any fines, penalties, interest, costs and expenses including reasonable attorneys' fees which may be reasonably expected to become a liability, either directly or indirectly for Lessor as a result of such contest.

ARTICLE 6. CONSTRUCTION BY LESSEE

6.1    Demolition of Improvements. Lessee may, at its sole cost and expense, demolish any Improvements (including those Improvements which are located upon the Land as of the Commencement Date) upon receipt of all required permits and approvals for such demolition. Lessee shall hold Lessor harmless for any and all liabilities, claims or actions that result from the demolition of any Improvements (including those which arise from the requirements of any Laws as they relate to any remediation, abatement, transportation, or off-site storage of any Hazardous Substance (as defined in Section 15.7) located in, on or about the Land or Improvements, even if such Hazardous Substances are discovered after the Commencement Date and are determined to have been present on the Premises prior to the Commencement Date). All demolition shall be made in accordance with all Laws.

6.2    Construction of Project.

A.Project to Be Constructed by Lessee. Lessee may design, develop and build the currently contemplated hotel and casino construction project (the "Project'), in accordance with the terms of this Article 6. All construction shall be at Lessee's sole cost and expense and in accordance with all Laws including all applicable zoning and building code requirements. No construction of the Project may be commenced by Lessee until Lessor has approved Lessee's plans and specifications, the contractor (who will

have the requisite construction experience) and the construction contract. If, in addition to the Project, Lessee desires to construct a Major Work of Construction, then no construction may be commenced by Lessee on such Major Work of Construction until Lessor has approved Lessee's plans and specifications, the contractor (who will have the requisite construction experience) and the construction contract. Lessor's approval rights under this Section 6.1(A) shall not be unreasonably, withheld, conditioned or delayed.

B.Lessee to Install and Pay for Utilities. Lessee shall determine the availability of and shall, at its sole cost and expense, cause to be installed in, on or about the Premises, all facilities necessary to supply all water, sewage, gas, electricity, telephone, communications cable and other like services (collectively, "Utilities") required in Lessee's operations or otherwise desired by Lessee. During the Term of this Lease, Lessee agrees to pay, without abatement, deduction or offset all charges and expenses in connection with such Utility installation and service and to indemnify and hold harmless Lessor from any and all such charges and expenses.

C.Lessee's Payments for Off-Site Utilities. In the event that any off- site improvements, capacity expansions or upgrades are required to any Utility, as a condition of Lessee constructing the Project or otherwise, all such off-site Utility improvements, capacity expansions or upgrades shall be at Lessee's sole cost and expense and Lessee shall indemnify and hold harmless Lessor for any and all such costs or expenses.

D.Lessee's Payments for All Off-Site Mitigations. In the event that Lessee agrees to construct, constructs or causes to be constructed any off-site mitigations as a condition of receiving desired permits, entitlements, permissions, or any other rights to construct or operate the Project or other Improvements, such off-site mitigations shall be at the sole cost and expense of Lessee, Lessor shall have no responsibility therefor and Lessee shall indemnify and hold Lessor harmless for any charges, fines, costs, liabilities, or expenses arising from Lessee's off-site mitigation or its failure to complete and/or maintain such off-site mitigations.

E.Lessee's Indemnities. Lessee's indemnities contained in this Section 6.2 shall survive the expiration or termination of this Lease.

6.3    Notice of Commencement of a Major Work of Construction. Before the commencement (including the receipt of materials) of any work of construction or of any substantial repairs, alterations, additions, replacements or restoration in and about the Premises, which are reasonably expected by Lessee to cost more than Two Hundred Fifty Thousand Dollars ($250,000) (a "Major Work of Construction"), Lessee shall give to Lessor written notice thereof specifying the nature and location of the intended work and the expected date of commencement thereof.

6.4    Conditions of a Major Work of Construction. Before any Major Work of Construction is commenced on the Premises, Lessee shall comply with all of the following conditions or procure Lessor's written waiver of the condition or conditions specified in the waiver (which waiver may be given or denied in Lessor's sole and absolute discretion).

A.Required Governmental Approvals and Permits. Comply with all then applicable Laws including codes, ordinances, regulations and requests for permits and approvals, including, but not restricted to, a grading permit, building permits, zoning and planning requests and approvals from various governmental or quasi-governmental agencies, entities and bodies having jurisdiction, over the Land, Improvements, the Project, the planned Major Work of Construction or the Lessee ("Applicable Requirements").

B.Builder's Risk and Other Insurance. Deliver to Lessor: (i) certificates of insurance evidencing coverage for "builder's risk"; (ii) evidence of workmen's compensation insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against Lessor or the Premises; (iii) and such other insurance as Lessor may reasonably request, in each case as required by the Lender holding the Leasehold Encumbrance. Lessee shall maintain, keep in force and pay all premiums required to maintain and keep in force all insurance listed above at all times during which such work is in progress.

6.5    Completion of Construction. Once the work has begun, Lessee shall, with reasonable diligence, prosecute to completion all Major Works of Construction. All work shall be performed in a first-class manner, and shall comply with all applicable governmental permits and Laws.

6.6    Ownership of Improvements. Until the expiration or earlier termination of this Lease, title to any Improvement constructed by Lessee, including the Project and other items installed thereon, and any alterations, changes or additions thereto, shall remain solely in Lessee; and Lessee alone shall be entitled to deduct all depreciation on Lessee's income tax return for such Improvements and any such building or building equipment and/or other items, Improvements, additions, changes or alterations.

6.7    Notice of Completion. Within ten (10) days after completion of any Major Work of Construction, Lessee shall file or cause to be filed a notice of completion. Lessee hereby appoints Lessor as Lessee's attorney-in-fact to file such notice of completion if Lessee fails to comply with the provisions of the preceding sentence. Upon completion of the Project, Lessee shall deliver to Lessor a complete set of the plans and specifications, certificates of occupancy and other governmental approvals obtained by Lessee in connection with the construction and occupancy of the Project.

6.8    Lessor's Assistance in Obtaining Governmental Approvals, Permits and Entitlements. Lessor agrees to join with Lessee in obtaining any necessary permits or rezoning needed or required by Lessee in the construction of Improvements on the Land, but Lessor shall be without cost, expense or liability therefor. Lessor shall reasonably cooperate with Lessee in connection with obtaining such approvals, permits and entitlements and Lessor agrees to (a) execute all applications or other documents relating to such governmental approvals, permits or entitlements as are reasonably required to construct and develop Improvements desired by Lessee; (b) at Lessee's request attend any public hearing and testify in support of those approvals, permits or entitlements as are reasonably required to construct and develop Lessee's desired Improvements; and (c) convey, dedicate and/or grant easements over such portion of the Land as an applicable public entity may require to be conveyed, dedicated and/or an easement to be granted over, as a condition of Lessee obtaining an approval, permit or entitlement reasonably required for Lessee to construct or develop its desired Improvement; provided that in each case such actions do not (i) impose any monetary obligations upon Lessor that Lessee does not agree in writing to pay or perform, (ii) impose any material non-monetary obligations upon Lessor, or (iii) materially affect the future use, or the value or marketability for sale or lease, of the Land.

ARTICLE 7. ENCUMBRANCE OF LEASEHOLD ESTATE

7.1    Conditions for Encumbrance.

A.Lessee's Right to Encumber. Lessee, at any time and from time to time, may encumber its rights under this Lease and any ownership interest it may have in any Improvements or personal property located on the Land (collectively, the "Leasehold Estate") by deed of trust, mortgage or other security

instrument (each a "Leasehold Encumbrance"); provided, however, no Leasehold Encumbrance may constitute a lien on the fee title of Lessor, and provided, further that Lessee obtains the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Lessor approves and consents to construction finance to be provided Lessee under the Credit Agreement among CANNERY CASINO RESORTS, LLC, a Nevada limited liability company ("CCR"), THE CANNERY HOTEL AND CASINO, LLC, a Nevada limited liability company("CHC"), NEVADA PALACE, LLC, a Nevada limited liability company ("Nevada Palace, LLC") and RAMPART RESORT MANAGEMENT, LLC, a Nevada limited liability company ("Rampart'); Rampart, Nevada Palace, LLC, CHC, CCR, and any other entity that may from time to time be joined as a borrower thereunder are individually a "Borrower" and collectively, the "Borrowers," each lender from time to time party thereto (collectively, the "Lenders" and individually, a "Lender"), CIT LENDING SERVICES CORPORATION., as Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

B.Lessor's Consent and Execution of Documents. Within ten (10) days of receipt of Lessee's written request, if Lessor and a Feehold Lender (as defined in Section 17.14(A)) shall have given its consent to such Leasehold Encumbrance, Lessor shall execute a written consent to an assignment of Lessee's interest in this Lease to a trustee under a deed of trust ("Leasehold Deed of Trust”) for the benefit of a holder of a Leasehold Encumbrance ("Lender"), and shall sign all necessary documents that Lender reasonably requires Lessor to sign in order for Lender to make a Leasehold Encumbrance and for Lessee to encumber its Leasehold Estate; provided, however, that no such Leasehold Encumbrance nor the lien of any Leasehold Deed of Trust shall encumber the fee title of Lessor, and such documentation shall be satisfactory to Lessor the Feehold Lender.

C.Leasehold Encumbrance, Deed of Trust Subject to Lease. Any Leasehold Encumbrance, Leasehold Deed of Trust and all rights acquired thereunder shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights and interests of Lessor, except as otherwise provided in this Lease.

D.Loan Documents Furnished to Lessor. Within ten (10) days after the recordation of a Leasehold Deed of Trust, Lessee shall furnish to Lessor (i) a complete copy of such recorded Leasehold Deed of Trust, certified by the county recorder, (ii) the note secured thereby, (iii) all other documents related to such Leasehold Encumbrance, and (iv) the name and address of the Lender.

E.Recording of Request for Notice of Default. Concomitant with the recordation of the Leasehold Deed of Trust, Lessee, at Lessee's expense, shall cause to be recorded in the Official Records of the County Recorder of Clark County, Nevada, a written request executed and acknowledged by Lessor for a copy of any notice of default and of any notice of sale under the Leasehold Deed of Trust as provided by the laws of the State of Nevada.

7.2    Lessor's Right to Cure Default. Lessee shall be deemed to be in material default under this Lease if there is a default under any Leasehold Encumbrance and Lessee shall fail to cure such default within the period provided under the instruments evidencing the Leasehold Encumbrance. In the event of such default, including the non­payment of money under any Leasehold Encumbrance, Lessor shall have the right to cure the same during the period provided under any such Leasehold Encumbrance, or by Law, and if not reimbursed by Lessee for all advances, costs and expenses of Lessor in connection with the curing of such default within such period, Lessor shall further have the right to continue to keep and maintain any such Leasehold Encumbrance in good standing, and, in which event, Lessor may, at its option, upon the expiration of the original period within which said non-payment default is to be cured, declare Lessee to be in default

under this Lease. Lessor shall be subrogated to Lessee's position and Lessor shall be entitled to exercise the remedies provided in Article 13 for any default described in this Section 7.2.

7.3    Transfer of Lessee's Interest on Foreclosure under Leasehold Deed of Trust.

A.Lessor's Consent Not Required for Transfer of Lessee's Interest on Foreclosure. The consent of Lessor shall not be required for a transfer of Lessee's Leasehold Estate (and assignment of this Lease) at foreclosure sale, judicial foreclosure or an assignment in lieu of foreclosure on the lien of the Leasehold Deed of Trust.

B.Subsequent Transfer. The consent of Lessor shall not be required for the subsequent transfer of the Leasehold Estate and assignment of this Lease, if such subsequent transfer of the Leasehold Estate and assignment of this Lease is made by a Lender which (i) is a bank, investment bank, savings and loan association or insurance company (or a subsidiary of any one of the preceding types of entities) and (ii) was the purchaser of the Leasehold Estate at a foreclosure sale held by the trustee under the Leasehold Deed of Trust; provided that, in either such event, Lender promptly gives notice to Lessor in writing of any such transfer, setting forth the name and address of the transferee, the effective date of such transfer and the express agreement of the transferee assuming and agreeing to perform all of Lessee's obligations under this Lease, together with a copy of the document by which such transfer was made.

C.Liability of Transferee. Any transferee or subsequent transferee under Section 7.3shall be liable to perform the obligations of Lessee under this Lease only for so long as such transferee holds title to the Leasehold Estate.

7.4    Lender's Rights on Termination of Lease - Cure Default or Exercise Power of Sale.

A.    Each Lender under a Leasehold Encumbrance or Leasehold Deed of Trust, in addition to the rights described in Sections 7.4(B) and 7.4(C), shall have the right to perform any term, covenant, condition or agreement and to remedy, in accordance with the terms of this Lease, any default by Lessee under this Lease, and Lessor shall accept such performance by any such Lender with the same force and effect as if furnished by Lessee. Lessor hereby consents to all acts of such Lender in connection with any such performance, including, without limitation, entry upon the Premises and commencement and prosecution of foreclosure or other proceedings in order to obtain possession of the Premises from Lessee.

B.Lessee may delegate irrevocably to the Lender under any Leasehold Deed of Trust the authority to exercise any or all of Lessee's rights hereunder, but no such delegation shall be binding upon Lessor unless and until either Lessee or the Lender shall give to Lessor a true and correct copy of a written instrument effecting such delegation. Such delegation of authority may be effected by the terms of the Leasehold Deed of Trust itself, in which case the delivery to Lessor of a true and correct copy of the Leasehold Deed of Trust, together with a written notice specifying the provisions therein which delegate such authority to such Lender, shall be sufficient to give Lessor notice of such delegation.

C.In case of a default by Lessee in the performance or observance of any term, covenant, condition or agreement on Lessee's part to be performed under this Lease: (i) each Lender under a Leasehold Deed of Trust shall have an additional twenty (20) business days beyond the applicable cure period set forth in Section 13.1 hereof, within which to cure or to commence the curing of such defaults, as therein provided, during which additional period this Lease shall remain in full force and effect; and (ii) if such default is: (1) other than under a term, covenant, condition or agreement the breach of which can be cured solely by the payment of rent or other sum of money; (2) of such a nature that the same cannot practicably

be cured by the Lender without taking possession of the Premises from Lessee or (3) of such a nature that the same is not susceptible of being cured by the Lender, then Lessor shall not terminate this Lease pursuant to Section 13.1 hereof, or otherwise by reason of such default, if and so long as:

(i)In the case of a default which cannot practicably be cured by the Lender without taking possession of the Premises from Lessee: (1) the Lender shall deliver to Lessor within fifteen (15) days of the date on which it received written notice of Lessee's default from Lessor, a written notice wherein the Lender unconditionally guarantees to Lessor that it will proceed diligently to attempt to cure such default and that, if this Lease thereafter is terminated prior to the curing of such default because the Lender ceases its diligent efforts to cure the same, the Lender shall pay to Lessor the cost of curing such default and (2) the Lender shall proceed diligently to obtain possession of the Premises from Lessee (including possession by a receiver), and, upon obtaining such possession, shall proceed diligently to cure such default; and

(ii)In the case of a default which is not susceptible of being cured by the Lender, the Lender shall institute foreclosure proceedings and diligently prosecute the same to completion (unless in the meantime the Lender shall acquire the Leasehold Estate, either in its own name or through a nominee, by assignment in lieu of foreclosure or otherwise).

D.No Lender under a Leasehold Deed of Trust shall be required, pursuant to Section 7.4(C), to continue to proceed to obtain possession of the Premises from Lessee, to continue in possession of the Premises as mortgagee or to continue to prosecute foreclosure proceedings following the cure of such default. Nothing herein shall preclude Lessor from exercising any of its rights or remedies with respect to any other default by Lessee during the period of Lessor's forbearance under this Article 7, but in such event the Lender shall have all of the rights and protections provided in this Article 7 with respect to such other default. If the Lender, or its nominee, or a purchaser at a foreclosure sale, shall cure all continuing defaults of Lessee hereunder and non-continuing defaults susceptible of being cured, then the defaults of any prior holder of the Leasehold Estate which are not continuing and are not susceptible of being cured by such Lender or by said purchaser shall no longer be deemed to be defaults hereunder.

E.Except as provided in Section 7.4(C)(i), no Lender under a Leasehold Deed of Trust shall be personally liable or obligated to perform the obligations of Lessee under the Lease unless and until such Lender becomes the owner of the Leasehold Estate by foreclosure, assignment or transfer in lieu of foreclosure or otherwise. Thereafter, such Lender and its successors and assigns shall each remain personally liable for the obligations of Lessee only so long as they are the owner of the Leasehold Estate. Any such Lender which becomes the owner of the Leasehold Estate shall be entitled to all of the rights and privileges of Lessee under this Lease, and shall have the right to assign or sublet in the same manner as Lessee as well as those rights granted a Lender pursuant to Section 7.3.

7.5    New Lease. Upon written notice from any Lender or any successor or assign of a Lender following the termination of this Lease as a result of Lessee's default, Lessor shall enter into a new lease with such Lender or successor or assign of a Lender covering the Premises for the remainder of the Term of this Lease, at the same rent and subject to the same covenants, agreements, conditions, provisions, restrictions and limitations contained in this Lease; provided that such Lender, or successor or assign of a Lender: (a) shall give written notice of its intent to enter into such a new lease within sixty (60) days after it has become the owner of the Leasehold Estate, whether by foreclosure, transfer in lieu of foreclosure or otherwise and (b) cures all then existing uncured defaults of Lessee under this Lease which can practicably be cured by such Lender, or successor or assign of a Lender. Such new lease, and this covenant, shall have the same priority with respect to any rights, liens and interests intervening between the date of this Lease

and the effective date of such new lease as this Lease. Each sublessee of the Premises whose sublease was in force and effect immediately prior to the termination of this Lease and did not by its own terms expire prior to the effective date of the new lease, shall attorn to the Lessee under the new lease. Each sublessee who hereafter enters into a sublease of all or any portion of the Premises shall be deemed to have agreed to the provisions of this Section 7.5. In the event that more than one Lender holding a Leasehold Deed of Trust on the same portion of the Premises attempts to exercise the right to obtain a new lease pursuant to this Section 7.5 for such portion of the Premises, then priority for determination of which Lender is entitled to enter into a new lease, free and clear of the rights of all other mortgages, shall be given to the Lender holding the Leasehold Deed of Trust with the highest priority lien upon such portion of the Premises. Lessee shall not be relieved of any liability to Lessor under this Lease by reason of Lessor's entering into a new lease pursuant to this Article 7.

7.6    Protection of Lender.

A.Except in the exercise of any of Lender's remedies under this Article 7, this Lease shall not be cancelled, surrendered, modified or amended without the written consent of a Lender, which consent shall not be unreasonably withheld.

B.If Lessor shall give any notice, demand, election or other communication to Lessee, Lessor shall at the same time give a copy of each such notice to each Lender at the address previously designated by such Lender by written notice to Lessor. Such copies of notices shall be sent by certified mail, return receipt requested, or by Federal Express or similar overnight delivery service, and shall be deemed given in the same manner as notices to Lessor and Lessee pursuant to Section 17.12. No notice given by Lessor to Lessee shall be binding upon or affect Lessee or any such Lender unless a copy of such notice shall be given to such Lender pursuant to this Section 7.6(B). In the case of an assignment of a Leasehold Deed of Trust or a change in the address of the Lender thereunder, the Lender or its assignee, by written notice to Lessor, may change the address to which copies of notices are to be sent. Lessor shall not be bound to recognize any assignment of a Leasehold Deed of Trust unless and until Lessor shall receive a copy of the recorded assignment and the name and address of the assignee. After Lessor has been given such notice, such assignee shall be deemed to be the Lender for all purposes under this Article 7.

C.Lessor hereby agrees to execute such modifications and amendments to this Lease as may be reasonably required by any Lender or prospective Lender under a Leasehold Deed of Trust and/or Leasehold Encumbrance, provided that such modifications or amendments do not materially diminish the rights of Lessor.

7.7    Asset Based Lending. Lessee shall have the right at any time to encumber all or any part of its interest in its inventory or trade fixtures in any Improvement placed on the Land with a lien to secure financing, and Lessor agrees to execute a waiver and such other agreements as such asset-based lender may reasonably request in connection with such financing. Lessee agrees that any such waiver by Lessor shall include a provision reasonably acceptable to Lessor to the effect that: (a) such lender shall have the right to remove such financed items only during the Term of the Lease and for a period of sixty (60) days after Lessor has given written notice to such lender that the Lease has terminated, for any reason; (b) if such lender undertakes such removal, such lender shall be obligated to repair, at such lender's expense, any damage to the Improvements caused by the removal of any of such financed items; and (c) if such lender fails to remove such financed items during the Term of this Lease or within sixty (60) days after receiving written notice from Lessor of the termination of this Lease, such financed items shall be deemed to have been abandoned by such lender to Lessor.

7.8    Assumability of any Leasehold Encumbrance. Any Leasehold Encumbrance shall provide the Lessor with the right (but not the obligation) by payment of any assumption fee and compliance with such Lender's applicable underwriting criteria, to assume any Leasehold Encumbrance in the event of any default by Lessee which results in the termination of this Lease. Lessee shall cause a Lender to execute all documentation to facilitate this right. Lessor's exercise of this right shall not constitute a waiver of any other right Lessor may have against Lessee, any surety or guarantor or anyone else.

7.9    Event of Conflict. In the event a court, arbitrator or other arbitral body asserting jurisdiction over this Lease determines that a conflict exists between any term of this Article 7and any term of Article 13, the term contained in this Article 7 shall be controlling.

ARTICLE 8. REPAIRS AND RESTORATION

8.1    Duty to Maintain and Repair Premises.

A.No Responsibility of Lessor. Lessor shall not be required or obligated to make any changes, alterations, additions, improvements or repairs in, on or about the Premises, or any part thereof, during the Term of this Lease.

B.Lessee's Duty to Maintain Premises. At all times during the Term, Lessee, at its sole cost and expense, shall keep and maintain the Premises and all Improvements thereon and all facilities appurtenant thereto in good repair and in a safe condition, and the whole of the Premises, including the Land, all Improvements, including, without limitation, the Project and landscaping in a clean, sanitary, orderly and attractive condition. Lessee shall make any and all additions to or alterations or repairs in and about the Premises and the Improvements which may be required, and shall otherwise observe and comply with all Laws and Applicable Requirements in effect from time to time; and Lessee shall indemnify and save harmless Lessor against all actions, claims and damages by reason of Lessee's failure to comply with and perform the provisions of this Section 8.1(B).

8.2    Duty to Repair or Restore Following Damage or Destruction.

A.Repair or Restoration Following Damage or Destruction. If during the Term hereof any Improvement on the Land, including, without limitation, the Project, or any part thereof, shall be damaged or destroyed by fire or other casualty, neither Lessor nor Lessee shall have any obligation to repair or restore such Improvements; but if Lessee elects to repair or restore such Improvements, any such repair or restoration shall be made at Lessee's sole cost and expense. If Lessee does not elect to repair or to restore the damaged or destroyed portion of any Improvements, Lessee shall nevertheless be obligated to keep the remaining portion of the Premises in the manner prescribed in Section 8.1.

B.Ownership of Insurance Proceeds. All insurance proceeds collected by Lessee for such damage or destruction shall be the sole property of Lessee or, if so specified in any Leasehold Deed of Trust or any Leasehold Encumbrance, its Lender or Lenders.

ARTICLE 9. MECHANIC'S LIENS

9.1    Prohibition Against Mechanic's Liens - Indemnification of Lessor. Lessee shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens arising from or any claim for damages growing out of the work of any construction, repair, restoration, replacement or Improvement, or any other claim or demand howsoever the

same may arise, but Lessee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Land; and Lessee agrees to indemnify and hold Lessor and the Land free and harmless from all liability for any and all such liens, claims and demands, together with reasonable attorneys' fees and all costs and expenses in connection therewith.

9.2    Contest by Lessee - Surety Bond. If Lessee shall in good faith contest the validity of any such lien, claim or demand, then Lessee shall, at its expense, defend itself and Lessor against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Lessor or the Premises, upon the condition that if Lessor shall so require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien, claim or demand indemnifying Lessor against liability for the same, and holding the Premises free from the effect of such lien or claim, or if Lessor shall so request, Lessee shall procure and record a bond freeing the Premises from the effect of such lien or claim or action thereon, as provided in Nevada Revised Statutes Sections 108.2413 et seq.

9.3    Lessor's Right to Remove Lien. If Lessee fails to discharge such lien or furnish a bond against the foreclosure thereof, as provided by the laws of the State of Nevada, Lessor may, but shall not be obligated to, discharge the same or take such other action as Lessor deems necessary to prevent a judgment of foreclosure upon said lien from being executed against the property, and all costs and expenses, including reasonable attorneys' fees incurred by Lessor, shall be repaid by Lessee upon demand, and, if unpaid, may be treated as additional rent.

9.4    Notices of Non-Responsibility. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Lessor, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Premises, any Improvements, or any part thereof. Lessor shall have the right at all reasonable times to post and keep posted on the Premises such notices of non-responsibility as Lessor may deem necessary for the protection of Lessor and the fee title of the Premises from mechanic's and materialman's liens. Lessor hereby notifies Lessee that Lessee is required to record a surety bond before undertaking a Major Work of Construction upon the Premises as provided in Nevada Revised Statutes Section 108.234(4).

ARTICLE 10. EMINENT DOMAIN

10.1    Definition of Total and Partial Taking. The term "Total Taking" as used in this Article 10 means the taking of the entire Premises (or of so much of the Land as to prevent or substantially impair the conduct of Lessee's business thereon) through the power or threat of eminent domain by any public or private authority lawfully possessed of that power. The term "Partial Taking" means the taking (other than a Total Taking) of a portion of the Premises, through the power or threat of eminent domain by any public or private authority lawfully possessed of that power.Total Taking - Termination. If during the Term there shall be a Total Taking, then the Leasehold Estate shall cease and terminate as of the date the actual physical possession of the Premises shall be so taken.

10.2    Partial Taking - Partial Termination. If during the Term of this Lease there shall be a Partial Taking, this Lease shall terminate as to the portion of the Premises taken upon the date upon which actual possession of the portion of the Premises is taken pursuant to eminent domain proceedings, but the Lease shall continue in force and effect as to the remainder of the Premises. The rent payable by Lessee for the balance of the Term shall not be abated, but the Lessee will receive an allocation of the award as set forth in Section 10.4(B)(ii).

10.3    Allocation of Award. All compensation and damages awarded for the taking of the Premises or any portion thereof shall be allocated as follows:

A.Total Taking. In the event of a Total Taking, (i) Lessee shall be entitled to: (1) any award for the loss of its Leasehold Estate, the Project or any Improvements constructed on the Premises by Lessee, (2) any award on account of any cost or loss Lessee may sustain in the removal of Lessee's fixtures, equipment and furnishings, and (ii) Lessor shall be entitled to the balance of the award.

B.Partial Taking. In the event of a Partial Taking, (i) Lessor shall be entitled to any award for the loss of its fee interest in the Premises, as encumbered by the Leasehold Estate and (ii) Lessee shall be entitled to: (1) any award for diminution in value of its Leasehold Estate, (2) any award on account of any cost or loss Lessee may sustain in the removal of Lessee's fixtures, equipment and furnishings, and (3) any award which may be made as a result of any alterations, modifications or repairs which may be reasonably required by Lessee in order to place the remaining portion of the Premises not so taken in a suitable condition for the continuance of Lessee's tenancy.

10.4    Effect of Termination. If this Lease is terminated, pursuant to Section 10.2, all rents and other charges payable by Lessee to Lessor hereunder, shall be paid up to the date upon which actual physical possession shall be taken by the condemning authority, and the Parties shall thereupon be released from all further liability.

ARTICLE 11. INSURANCE AND INDEMNIFICATION

11.1    Lessee's Insurance.

A.Insurance Coverage of Premises. Lessee shall, at all times during the Term, at Lessee's sole expense, keep all Improvements which are now or hereafter a part of the Premises insured against loss or damage by fire and the extended coverage hazards in accordance with the Schedule of Insurance attached hereto as Exhibit C. All proceeds of casualty or hazard insurance shall be paid to Lessee, subject to rights of Leasehold Lender, and shall under no circumstances be paid to Feehold Lenders unless (i) pursuant to some other express provision of this Agreement, Lessee is required to pay or assign such proceeds to Lessor and such payment or assignment is consistent with the rights of Leasehold Lender under this Agreement and (ii) pursuant to a Feehold Encumbrance such proceeds payable to Lessor shall be paid instead to the Feehold Lender. Any loss adjustment shall require the written consent of both Lessor and Lessee.

B.Personal Injury Liability Insurance. Lessee shall maintain in effect throughout the Term personal injury liability insurance covering the Premises and its appurtenances and the sidewalks fronting thereon in accordance with the Schedule of Insurance attached hereto as Exhibit C. Lessor shall be named as an additional insured on said policies.

C.Lessor's Right to Pay Premiums On Behalf Of Lessee. All of the policies of insurance referred to in this section shall be written in form reasonably satisfactory to Lessor and by insurance companies reasonably satisfactory to Lessor having an A.M Best rating equal to or superior to the insurers listed on Exhibit C. Lessee shall pay all the premiums therefor and deliver such policies, or certificates thereof, to Lessor, and in the event of the failure of Lessee either to effect such insurance in the names herein called for or to pay the premiums therefor or to deliver such policies, or certificates thereof to Lessor, Lessor shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, which premiums shall be repayable to Lessor with the next installment of rent, and failure to repay the same shall

carry with it the same consequences as failure to pay any installment of rent.

D.Adjustment of Coverage. In the event that either Party shall at any time deem the limits of the personal injury or property damage public liability insurance then carried to be either excessive or insufficient, the Parties shall endeavor to agree on the proper and reasonable limits for such insurance then to be carried and such insurance shall thereafter be carried with the limits thus agreed on until further change pursuant to the provisions of this section; but if the Parties shall be unable to agree thereon, the proper and reasonable limits for such insurance then to be carried shall be determined by an impartial third person selected by the Parties or should they be unable to agree on a selection, by an impartial third person chosen by the insurance carrier carrying the greatest percentage of liability insurance on the Premises, or its successors on application by either Party made after thirty (30) days written notice to the other Party of the time and place of such application, and the decision of such impartial third person as to the proper and reasonable limits for such insurance then to be carried shall be binding on the Parties, and such insurance shall be carried with the limits as thus determined until such limits shall again be changed pursuant to the provisions of this Section 11.1. The expenses of such determination shall be borne equally by the Parties.

11.2    Blanket Insurance Policies. Notwithstanding anything to the contrary contained in this section, Lessee's obligations to carry the insurance provided for herein may be brought within the coverage of a so called blanket policy or policies of insurance carried and maintained by Lessee; provided, however, that the coverage afforded Lessor shall not be reduced or diminished or otherwise be different from that which would exist under a separate policy meeting all other requirements of this Agreement by reason of the use of such blanket policy of insurance, and provided further.

11.3    Indemnification of Lessor. Except in the case of Lessor's gross negligence or intentional misconduct, Lessor shall not be liable for any loss, damage or injury of any kind or character to any person or property arising from any use of the Premises, or any part thereof, or caused by any defect in any Improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Lessee, or of any of its agents, employees, licensees or invitees, or by or from any accident on the Premises or any fire or other casualty thereon, or occasioned by the failure of Lessee to maintain the premises in safe condition, or arising from any other cause whatsoever; and Lessee, as a material part of the consideration of this Lease, hereby waives on Lessee's behalf all claims and demands against Lessor for any such loss, damage or injury of Lessee, and hereby agrees to indemnify and hold Lessor entirely free and harmless from all liability for any such loss, damage or injury of other persons, and from all costs and expenses arising therefrom.

11.4    Course Of Construction; Builder's Risk. In addition to the Builders Risk and Course of Construction Insurance required pursuant to Section, 6.4 (B), Lessee shall obtain and maintain at all times prior to the completion of a Major Work of Construction, Builder's Risk and Course of Construction Insurance, naming Lessor and the construction lender as an additional insured and, where appropriate, loss payee. When requested by Lessor to do so, Lessee shall provide Lessor with a copy of all such insurance policies. Such insurance shall be in amounts, with coverage and deductibles sufficient, to protect Lessor under any and all circumstances. Any such policy shall require a thirty (30) day notice of cancellation.

ARTICLE 12. ASSIGNMENTS AND SUBLETTING

12.1    Lease is Assignable.

A.Assignability. This Lease shall be freely assignable by Lessee without Lessor's written consent to any entity or person that directly or indirectly acquires, through merger, purchase or

otherwise a ("Transfer”) (i) Lessee's membership interests, (ii) an entity which owns directly or indirectly all or part of Lessee's membership interests, (iii) control of Lessee or an entity which owns directly or indirectly or controls Lessee, or (iv) substantially all of Lessee's assets, so long as such Transfer is not incident to a change of control that would be a breach) under the Credit Facility of Cannery Casino Resorts, LLC, a Nevada limited liability company and the parent entity of Lessee.

B.If Lessee desires to assign this Lease to an entity or person other than as set forth in Section 12.1(A), Lessee shall provide Lessor with written notice of its intent to assign and Lessor shall have thirty (30) days after receipt of such notice in which to review and approve or disapprove Lessee's intended assignment ("Assignment Approval Period''). Lessor shall be deemed to have approved an assignment unless it provides Lessee with written notice of its disapproval not later than the end of the Assignment Approval Period ("Disapproval Notice"). Such Disapproval Notice shall list with specificity the reason or reasons for such disapproval. Notwithstanding the preceding portion of this Section 12.1(B),Lessor's approval shall not be unreasonably delayed, conditioned or withheld.

12.2    Lessee has Right to Sublet. Provided that (a) Lessee continues to be responsible for fulfilling all of its covenants and conditions under this Lease and (b) Lessee is not then in default under this Lease, Lessee shall have the right to enter into subleases or any portion of the Premises, so long as any such sublease does not exceed 10,000 square feet in area. Any proposed sublease of a portion of the Premises in excess of 10,000 square feet shall require Lessor's consent as provided in Section 12.1(B).

12.3    Lessor's Assignment. in the event that Lessor transfers, assigns, disposes of or otherwise conveys any interest in this Lease, such transferor Lessor's liability and obligation under this Lease shall cease, and transferor Lessor shall be released from any liability thereunder, as of the date transferor Lessor no longer has an ownership interest in the underlying fee. Lessee waives the protection of any statute or rule of law which gives or purports to give Lessee any right to terminate this Lease or surrender possession of the Premises upon the transfer of Lessor's interest.

ARTICLE 13. DEFAULT AND REMEDIES

13.1    Termination by Lessor on Specified Defaults. Should Lessee: (a) fail to pay or cause to be paid any tax, assessment, insurance premium, lien, claim, charge, obligation or demand herein provided to be paid or caused to be paid by Lessee at the times and in the manner herein provided; (b) default in the payment of any installment of rent or any other sum when due, as herein provided; or (c) fail to use, maintain and operate the Premises, as herein required, or abandon the Premises; or (d) default in the performance of or breach of any other covenant, condition or restriction of this Lease herein provided to be kept or performed by Lessee; and if any such default or breach shall continue uncured for a period of thirty (30) days (unless such cure is commenced during such thirty (30) day period and Lessee proceeds diligently to complete such cure), from and after service upon Lessee of written notice by Lessor, then, and in any such event, Lessor, at its own option, and otherwise subject to the terms of this Lease (including such Lender's rights as are specified in Article 7), may terminate this Lease by giving Lessee written notice, and thereupon the rights of Lessee in and to the Land and all Improvements thereon shall cease and end, and Lessor, without further notice or demand or legal process, may reenter and take possession of the Land and all Improvements thereon and oust Lessee and all persons claiming under Lessee therefrom, and Lessee and all such persons shall quit and surrender possession of the Land and all Improvements thereon to Lessor.

13.2    Other Remedies. Any termination of this Lease, as herein provided, shall not relieve Lessee from the payment of any sum or sums that shall then be due and payable to Lessor hereunder or any claim for damages then or theretofore accruing against Lessee hereunder, and any such termination shall not

prevent Lessor from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Lessee for any default thereunder. All rights, options and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver by Lessor of a breach of any of the covenants, conditions or restrictions of this Lease shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other covenant, condition or restriction contained herein.

13.3    Measure of Damages. In addition to any of the above, the damages that Lessor may recover under this Lease include the worth, at the time of award, of the amount by which the unpaid rent for the balance of the Term, after the time of award, exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

13.4    Continuation of Lease During Breach. At Lessor's option, if Lessee has breached this Lease and has abandoned the Premises, no notice of termination will be given, and this Lease will continue in effect for so long as Lessor does not terminate Lessee's right to possession. Lessor may in that case enforce all its rights and remedies under this Lease, including the right to recover rent as it becomes due.

13.5    Lenders Rights. Nothing contained in this Article 13 or elsewhere in this Lease shall modify, amend or restrict any rights to notice, cure, a new lease, assignment, or other rights reserved for a lender pursuant to Article 7.

ARTICLE 14. SURRENDER AND REMOVAL

14.1    Surrender of Possession. Upon the expiration of the Term of this Lease or any earlier termination thereof, Lessee shall surrender to Lessor possession of the Premises and all Improvements thereon (including the Project).

14.2    Removal of Personal Property. If Lessee shall not then be in default under any of the covenants and conditions hereof, Lessee may remove or cause to be removed all movable furniture, furnishings and equipment installed in the buildings on the Land. Any of such personal property that is not removed from the Premises within thirty (30) days after the date of any termination of this Lease thereafter shall be deemed to belong to Lessor without the payment of any consideration.

14.3    Lessee's Quitclaim. Upon the expiration of the Lease Term, or any earlier termination of this Lease, Lessee agrees to execute, acknowledge and deliver to Lessor a proper instrument in writing, releasing and quitclaiming to Lessor all right, title and interest of Lessee in and to the Premises and all Improvements.

ARTICLE 15. LESSOR'S GENERAL PROTECTIVE PROVISIONS

15.1    Lessor's Right of Entry and Inspection. On reasonable notice and with reasonable frequency, Lessee shall permit Lessor or Lessor's agent, representatives or employees to enter upon the Premises (a) to determine whether Lessee is complying with this Lease, (b) to show the Premises, to potential purchasers or mortgagees of Lessor's fee interest, (c) beginning three (3) years before the scheduled expiration of the Term or at any time when Lessee is in breach or default (and the time period for Lessee and/or any lender to cure has expired) for the purpose of showing the Premises to a prospective tenant, or (d) where this Lease otherwise grants Lessor the right to cure Lessee's non-monetary breach or default, for the purpose of

curing such non-monetary breach or default by maintaining, repairing or altering the Land or the Improvements.

15.2    Lessor's Right to Cure Default. In the event Lessee shall fail to pay and discharge or cause to be paid and discharged, when due and payable, any tax, assessment or other charge upon or in connection with the Premises, or any lien or claim for labor or material employed or used in or any claim for damages arising out of the construction, repair, restoration, replacement, maintenance and use of the Land and the Improvements, or any judgment on any contested lien or claim, or any insurance premium or expense in connection with the Land and the Improvements, or any other claim, charge or demand which Lessee has agreed to pay or cause to be paid under the covenants and conditions of this Lease, and if Lessee, after thirty (30) days' written notice from Lessor to do so, shall fail to pay and discharge the same, then Lessor may, but shall not be obligated to, at its option, pay any such tax, assessment, insurance expense, lien, claim, charge or demand, or settle or discharge any action therefor, or judgment thereon, and all costs, expenses and other sums incurred or paid by Lessor in connection with any of the foregoing, shall be paid by Lessee to Lessor upon demand, together with interest thereon at the Default Rate from the date incurred or paid, and any default in such repayment shall constitute a breach of the covenants and conditions of this Lease. There are no third party beneficiaries to this Section 15.2 or any other provision or language of this Lease, whether named herein or not.

15.3    Transfer by Lessor - Release From Liability. In the event Lessor shall sell or transfer the Premises or any part thereof and, as a part of such transaction, shall assign its interest as Lessor in and to this Lease, then from and after the effective date of such sale, assignment or transfer, the transferor Lessor shall have no further liability under this Lease to Lessee, except as to matters of liability which shall have accrued and are unsatisfied as of the date of transfer, it being intended that the covenants and obligations contained in this Lease on the part of Lessor shall be binding upon any transferee lessor and its successors and assigns only during and in respect of their respective periods of ownership of the fee title.

15.4    Joint and Several Liability. If more than one Lessee or Lessor is named under this Lease the obligation of all such Lessees or Lessors shall be and is joint and several.

15.5    "AS IS WITH ALL FAULTS" CONDITION. As a material inducement for Lessor to enter into this Lease, Lessee acknowledges that Lessee has previously conducted physical inspections of the Premises and is satisfied that the Premises are appropriate for Lessee's intended use. LESSEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THIS LEASE IS AN AGREEMENT FOR LESSEE TO LEASE THE PREMISES ON AN "AS IS WITH ALL FAULTS" BASIS AND THAT LESSEE IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM LESSOR, ITS MEMBERS, MANAGERS, OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO ANY MATTERS CONCERNING THE CONDITION OF PREMISES, INCLUDING, WITHOUT LIMITATION: (a) the quality, nature, adequacy and physical condition and aspects of the Land or the Improvements including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, plumbing, sewage, and Utility systems, facilities, appliances, and the square footage within the Improvements; (b) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (c) the existence, quality, nature, adequacy and physical condition of Utilities serving the Land and Improvements; (d) the development potential of the Land, and the Land's and Improvements' use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Land or Improvements for any particular purpose; (e) the zoning, entitlements or other legal status of the Land or Improvements or any other public or private restrictions on use of the Land or Improvements; (f) the placement or enforcement of a moratorium (including utility moratorium) on issuing approvals, entitlements or permits; (g) the location of the Land within an

improvement district, a redevelopment district, or any other special district; (h) the presence of any archaeological or culturally significant remains or artifacts on the Land; (i) the presence of any plant or animal species (or of their habitat) designated as endangered or otherwise listed on any federal, states or local government catalogue of species subject to protective measures or special study, interest or concern; (j) the compliance of the Land or Improvements with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity; (k) the presence of Hazardous Substances (as defined in Section 15.7) on, under or about the Land and/or the Improvements or any adjoining, neighboring or near-by property; (l) the quality of any labor and materials used in any Improvements; (m) the proximity of the Land to any seismic fault or special studies zone; (n) the location of the Land in relation to any designated flood hazard zone; and (o) the condition of any personal property.

15.6    No Other Warranties. Lessee represents, warrants and covenants that no warranties whatsoever (whether express or implied) as to quality, condition, merchantability, use or fitness for use of the Land or any Improvements (for any purpose) have been made by Lessor.

15.7    Hazardous Substances. The term "Hazardous Substances" shall mean at any time, (a) any substance that is then defined or listed in, or otherwise classified pursuant to, any Laws, Environmental Laws, Applicable Requirements, or any occupational safety and health laws, rules or regulation as a "hazardous substance," "hazardous contaminants," "hazardous constituents," "hazardous substances," "hazardous waste," "infectious waste," "toxic substance," "toxic pollutant," "toxic emission," "air contaminant, "hazardous material" or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, radioactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP toxicity," (b) any oil, gas and other petroleum hydrocarbons or any products, by-products or fractions thereof (including, without limitation, gasoline, diesel fuel, and solvents), (c) PCBs, (d) urea formaldehyde, (e) any substance potentially injurious to the public health, safety or welfare, the environment or the Land or any Improvements, (f) any mold or mold related conditions; (g) asbestos, lead, cadmium, mercury and other heavy metals, cyanide, pesticides, chlorinated hydrocarbons, and (h) any substance which is a basis for liability to any governmental authority or third party under any applicable statute, regulation or common law theory; provided, however, that any such substance listed in this definition shall not be considered a Hazardous Substances for purposes of this Lease to the extent that it is both: (i) reasonably necessary and customary to conduct the Permitted Uses on the Premises in accordance with customary standards, or to construct, demolish, operate and maintain the Land and/or any Improvements (including the Project) for the Permitted Uses in accordance with customary standards and (ii) the presence, use, handling, storage, transportation, and disposition of such substance complies with all Laws including Environmental Laws and all Applicable Requirements.

A.Duty to Inform. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. In addition, Lessee shall promptly comply with any duty to report to any third party (whether governmental or non-governmental) arising from any Environmental Law.

B.Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be placed, deposited, spilled, released, or (to the extent controlled by Lessee) to migrate in, on, under, or about the Land or any Improvements (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's sole cost and expense, take all investigatory, abatement and/or remedial action reasonably recommended, whether or not formally ordered or required, for the remediation and abatement

of any Hazardous Substance and for the maintenance, security and/or monitoring of the Premises or neighboring properties.

C.Lessee's Assumption of Responsibility. Lessee acknowledges that it is Leasing the Premises in "as is where is" condition and that Hazardous Substances may be present in, on, under, or about the Premises on the Commencement Date and that to the extent that any Hazardous Substances was not placed, deposited, spilled, or released by Lessor through its gross negligence or intentional misconduct, Lessee agrees to assume all responsibility for remediating and/or abating (at its sole cost and expense) any such Hazardous Substance in compliance with all Environmental Laws and Applicable Requirements. To the extent that Lessee removes, or causes to be removed, any Hazardous Substance from the Premises, Lessee's responsibility under this Section 15.7(C) shall be extended to cover the off-site transportation and storage of such Hazardous Substances, and Lessee's responsibilities under this sentence shall survive the expiration or termination of this Lease.

D.Lessee Indemnification. Lessee shall indemnify, defend, reimburse and hold Lessor, its partners, officers, members, agents, employees, lenders and each of their respective successors and assigns harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties and attorneys' and consultants' fees and costs arising out of or involving any Hazardous Substance that was not placed, deposited, spilled, or released by Lessor through its gross negligence or intentional misconduct. Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. To the extent that Lessee removes, or causes to be removed, any Hazardous Substance from the Premises, Lessee's Indemnification of Lessor under this Section 15.7(D) shall be extended to cover the off-site transportation and storage of such Hazardous Substances. Lessee's indemnity of Lessor, under this Section 15.7(D) shall survive the expiration or termination of this Lease.

E.Lessor Indemnification. Lessor shall indemnify, defend, reimburse and hold Lessee, its shareholders, officers, directors, employees and lenders, and each of their respective successors and assigns, harmless from and against any and all environmental damages, including the cost of remediation or abatement which arises as a result of any Hazardous Substance placed, deposited, spilled, or released by Lessor, through its gross negligence or intentional misconduct, on the Premises, before or after the Commencement Date. Lessor's obligations under this Section 15.7(E) shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

15.8    Lessee's Compliance With All Laws (Including Environmental Laws) and Applicable Requirements. Lessee, at Lessee's sole expense, shall fully, diligently and in a timely manner, materially comply with all Laws (including Environmental Laws) and Applicable Requirements, and the requirements of any applicable fire insurance underwriter or rating bureau, which relate in any manner to the Premises, without regard to whether such requirements are now in effect or become effective after the Commencement Date. Lessee, within ten (10) days after receipt of Lessor's written request, shall provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Laws (including Environmental Laws) and Applicable Requirements specified by Lessor, and shall within fifteen (15) days of receipt notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Laws (including Environmental Laws) or Applicable Requirements.

ARTICLE 16. REPRESENTATIONS AND WARRANTIES

16.1    Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee, which representations and warranties shall survive the delivery of this Lease by Lessor to Lessee, as follows:

A.Lessor has full and exclusive right and authority, without obtaining the consent of any third party, to enter into this Lease and perform its obligations hereunder.

B.Lessor is not subject to any agreement or restriction which prevents it from entering into this Lease and to perform its obligations hereunder.

C.Lessor is the fee title owner of the Premises.

D.Except as set forth in the title insurance policy described in Section 1.2, Lessor has not encumbered or otherwise transferred any portion of its interest in the Premises to any third party.

16.2    Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor, which representations and warranties shall survive the delivery of this Lease by Lessee to Lessor, as follows:

A.Lessee has full and exclusive right and authority, without obtaining the consent of any third party, to enter into this Lease and perform its obligations hereunder.

B.Lessee is not subject to any agreement or restriction which prevents it from entering into this Lease and performing its obligations hereunder.

ARTICLE 17. GENERAL PROVISIONS

17.1    Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

17.2    No Waiver of Breach. No failure by either Lessor or Lessee to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Lease, but each and every covenant, condition, agreement and Term of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach.

17.3    Time of Essence. Time is of the essence of this Lease and of each provision.

17.4    Business Day. The term “Business Day” shall mean a day other than Saturday, Sunday or any day on which banks located in the State of Nevada are authorized or obligated to close.

17.5    Unavoidable Delay - Force Majeure. If either Party shall be delayed or prevented from the performance of any act required by this Lease by reasons of strikes, lockout, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause, without fault and beyond the reasonable control of the Party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for

a period equivalent to the period of such delay; provided, however, nothing in this section shall excuse Lessee from the prompt payment of rental or other charges required of Lessee, except as may be expressly provided elsewhere in this Lease.

17.6    Successors in Interest. Each and all of the covenants, conditions and restrictions in this Lease shall inure to the benefit of and shall be binding upon the successors in interest of Lessor, and, subject to the restrictions of Article 12, the authorized encumbrances, assignees, transferees, sublessees, licensees and other successors in interest of Lessor.

17.7    Partial Invalidity. To the extent possible, each provision and portion of this Lease will be interpreted in such manner as to be effective and valid under applicable law; but if any provision or portion is held to be invalid or unenforceable under applicable law, such invalidity or unenforceability will not affect any other provision or portion and this Lease will be reformed, construed and enforced as if such provision or portion had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby are not affected in a manner materially adverse to either Party.

17.8    Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the Parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between Lessor and Lessee, and neither the method of computation of rent, nor any other provisions contained in this Lease, nor any acts of the Parties, shall be deemed to create any relationship between Lessor and Lessee, other than the relationship of Lessor and Lessee.

17.9    Interpretation and Definitions. The language in all parts of this Lease shall, in all cases, be simply construed according to its fair meaning and not strictly for or against Lessor or Lessee. Unless otherwise provided in this Lease, or unless the context otherwise requires, the following definitions and rules of construction shall apply to this Lease.

A.Number and Gender. In this Lease the neuter gender includes the feminine and masculine, and the singular number includes the plural and the word "person" includes corporation, partnership, firm or association, whenever the context so requires.

B.Mandatory and Permissive. "Shall," "will," and "agrees" are mandatory; "may" is permissive.

C.Captions. Captions of the articles, sections and paragraphs of this Lease are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

D.Term Includes Extensions. All references to the Term of this Lease shall include any extensions of such Term.

E.Sublessee. As used herein, the word "sublessee" shall mean and include, in addition to a sublessee, a licensee, concessionaire or other occupant or user of any portion of the Premises or Improvements thereon.

17.10    Attorneys' Fees. In the event either Lessor or Lessee shall bring any action or proceeding for damages for an alleged breach of any provision of this Lease to recover rents, or to enforce, protect or establish any right or remedy of either Party, the prevailing Party shall be entitled to recover as a part of such action or proceedings reasonable attorneys' fees and costs, up to an including any appeals.

17.11    Modification. This Lease may not be modified or amended, except in a writing signed by the Parties.

17.12    Delivery of Rent and Notices - Method and Time. All rents or other sums, notices, approvals, demands, or other communications required or desired to be given pursuant to this Lease shall be in writing and shall be: (a) personally delivered at the appropriate address indicted below in this Section 17.12 (including by means of professional messenger service) or sent via a recognized overnight delivery service, provided that any such delivery is confirmed by written receipt signed on behalf of the receiving Party or (b) sent by facsimile transmission addressed to the addressee at the facsimile number set forth in this Section 17.12, provided that (i) a written confirmation of the transmission has been received by the transmitting Party and (ii) an original copy of the notice is concurrently sent via a recognized overnight delivery service to the appropriate addressee indicated below in this Section 17.12. In each event, notice shall be effective upon the date of delivery, if received before 5:00 p.m. on any Business Day, or on the following Business Day, if received at any other time. The addresses and facsimile numbers for the Parties for receipt of any notice, approval, demand or other communication required or desired to be given pursuant to this Lease are as follows:

To Lessor:	NP Land, LLC
	5255 Boulder Highway
	Las Vegas, Nevada 89122
And to:	OCM LandCO, LLC
	333 S. Grand Avenue 28th Floor
	Los Angeles, CA 90071
And to:	Snell & Wilmer, L.L.P.
	3800 Howard Hughes Parkway
	Suite 1000
	Las Vegas, Nevada 89109
To Lessee:	Nevada Palace, LLC
	5255 Boulder Highway
	Las Vegas, Nevada 89122
And to:	OCM AcquisitionCo, LLC
	333 S. Grand Avenue, 28th Floor
	Los Angeles, CA 90071

Any Party from time to time may change such Party's address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.

17.13    Arbitration.

A.Arbitration. In the event Lessor and Lessee cannot agree on any matter in this Lease other than the determination of Fair Rental Value pursuant to Section 3.2, above, arbitration shall be conducted under the rules of the American Arbitration Association in the manner prescribed in this Section 17.13.

B.Appointment of Arbitrators. Within five (5) days after written request of either Party, Lessor shall appoint in writing an arbitrator and give written notice thereto to Lessee, and within five (5) days after the service of such notice, Lessee shall in like manner appoint an arbitrator and give notice in writing thereof to Lessor, or in case of the failure of either Party hereto so to do, the other Party shall have the right to apply to the District Court of Clark County, Nevada, to appoint an arbitrator to represent the defaulting Party. The two (2) arbitrators thus appointed (in either manner) shall select and appoint in writing a third arbitrator and give written notice to Lessor and Lessee, or if within five (5) days after the appointment of such second arbitrator, the two (2) arbitrators shall fail to appoint a third, then either Party hereto shall have the right to make application to the District Court to appoint such third arbitrator.

C.Hearing. The three (3) arbitrators so appointed (in either manner) shall promptly fix a convenient time and place in Clark County for hearing the matter to be arbitrated and shall give written notice thereof to each Party hereto at least ten (10) days prior to the date so fixed, and said arbitrators shall with reasonable diligence hear and determine the matter in accordance with the provisions hereof and of the statutes and judicial decisions of the State of Nevada at the time applicable thereto, and shall execute and acknowledge their award in writing and cause a copy to by delivered to each of the Parties. Such award may include equitable remedies.

D.Enforcement of Award. The award of a majority of such arbitrators shall determine the question arbitrated and shall be binding upon the Parties hereto and shall be enforceable in accordance with Nevada law.

E.New Arbitrators. If two (2) of the three (3) arbitrators first appointed shall fail to reach an agreement in the determination of the matter in question, the matter shall be decided by three (3) new arbitrators, who shall be appointed and shall proceed in the same manner, and the process shall be repeated until a decision is finally reached by two (2) of the three (3) arbitrators selected.

F.Arbitration Fees. Each of the Parties shall pay for the services of its appointee and one-half of the fee charged by the arbitrator selected by their appointees and of all other proper costs of arbitration, with the exception of attorneys' fees and witness' fees.

17.14    Lessor Financing. Lessee acknowledges that the feehold interest in the Premises is currently subject to a first deed of trust in favor of Nevada State Bank. Except as set forth below, nothing in this Lease shall prohibit Lessor from refinancing the loan made by Nevada State Bank encumbering the feehold interest in the premises an/or placing a subsequent mortgage or deed of trust on its feehold interest in the Premises ("Feehold Encumbrance").

A.Lessor shall request any lender under any Feehold Encumbrance (each a "Feehold Lender") to send to Lessee notices of any default by Lessor under such financing.

B.Lessee acknowledges that the rent due under this Lease has been assigned as security for the performance of Lessor's obligations under the existing Feehold Encumbrance, and that the rent due under this Lease may be assigned to a subsequent Feehold Lender, but such assignment notwithstanding, rent due under this Lease shall be payable to Lessor (or as Lessor may in writing direct

from time to time) as such rent becomes due hereunder, unless and until Lessee shall have been notified by a Feehold Lender to pay rent due under this Lease to it. Upon receipt of such notice from a Feehold Lender, Lessee shall pay rent due under this Lease directly to said Feehold Lender until said mortgagee or beneficiary directs Lessee in writing to pay rent due under this Lease to Lessor, and Lessor shall have no claim against Lessee for any rent so paid to such Feehold Lender.

C.Lessee shall promptly execute such documents and instrument as Lessor or Lessor's lender shall reasonably request in connection with any such financing, including estoppels and beneficiary statements and consents or acknowledgments to any lien on Lessor's interests under this Lease.

D.Notwithstanding anything to the contrary contained in this Lease, (i) Lessor shall use its commercial best efforts to cause any Feehold Lender existing as of the Commencement Date to enter into an attornment and non-disturbance agreement with Lessee on commercially reasonable terms, and (ii) Lessee shall not be required to enter into any attornment agreement with any Feehold Lender without that Feehold Lender entering into a non-disturbance agreement with Lessee on commercially reasonable terms.

17.15    Estoppel Certificates. Upon Lessor's or Lessee's written request, each Party shall execute, acknowledge and deliver to the other, a written statement certifying:

(a)that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (b) that this Lease has not been cancelled or terminated; (c) the last date of payment of the rent and other charges and the time period covered by such period; (d) that the other Party is not in default under this Lease (or, if the other Party is claimed to be in default, stating why); and (e) such other certifications as the requesting Party shall reasonably request. Such Party shall deliver such statement to the Party requesting the same without charge and within ten (10) days after the requesting Party's request. Any such statement may be given by the beneficiary or the same to any prospective purchaser or encumbrancer of the leasehold or Premises. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.

17.16    Quiet Enjoyment

Lessor covenants that, subject only to Lessor's rights under Section 15.1,Lessee shall have quiet and peaceful possession of the Premises as against Lessor and its agents or assigns. In all events Lessor shall not unreasonably disrupt or interfere with Lessee's conduct of its operations or its construction of the Project or other Improvements.

ARTICLE 18. GAMING

18.1    Lessee's Denials. If at any time: (a) Lessee or any person associated in any way with Lessee is denied a gaming license, found unsuitable or is denied or is otherwise unable to obtain any other approval with respect to the Premises by the Nevada Gaming Commission, any other agency or subdivision of the State of Nevada or any other agency or subdivision thereof or of any other government regulating gaming (collectively, "Gaming Authorities") or is required by any Gaming Authority to apply for an approval and does not apply within any required time limit, as the same may be extended by such Gaming Authority, or withdraws any application for approval other than upon a determination by the applicable Gaming Authority that such approval is not required, and if the result of the foregoing has or may have a material adverse effect on Lessor or any affiliate of Lessor; or (b) any Gaming Authority commences or threatens to commence any suit or proceeding against Lessor or any affiliate of Lessor or to terminate or deny any required approval of Lessor or any affiliate of Lessor as a result of Lessee or any person associated with Lessee (all of the foregoing

events described in (a) and (b) above are collectively referred to as a "Denial”), Lessor may terminate this Lease by written notice to Lessee; provided, however, if Lessor exercises its right to terminate this Lease pursuant to this Section 18.1 solely as the result of an association of Lessee or any person associated with Lessee which is the subject of a Denial, this Lease shall not terminate if Lessee ends such association within ninety (90) days of Lessor's notice of termination or within such longer period of time, if any, as the Gaming Authority gives for terminating such association. Lessee and all such persons associated with Lessee shall promptly, and in all events within any time limit established by law, regulation or such Gaming Authority, furnish each Gaming Authority any information requested by such Gaming Authority and shall otherwise fully cooperate with all Gaming Authorities. A person shall be deemed associated with Lessee if that person directly or indirectly owns any equity interest in Lessee, any equity interest in such person is directly or indirectly owned by Lessee, any equity interest in such person is directly or indirectly owned by a person directly or indirectly having any equity interest in Lessee (all of the foregoing are hereinafter referred to as "Lessee Affiliates"), such person is employed by Lessee or a Lessee Affiliate, is an officer, director or agent of Lessee or a Lessee Affiliate, has any contractual relationship with Lessee or a Lessee Affiliate, furnishes services or property to Lessee or a Lessee Affiliate or has the power to exercise a significant influence over Lessee or a Lessee Affiliate. Without limiting the generality of the foregoing, all Lenders holding a Leasehold Trust Deed on all or any of Lessee's interest in this Lease and/or the Premises and all subtenants shall be deemed associated with Lessee.

18.2    Lessee's Representations. Lessee represents to Lessor that neither Lessee nor any member of Lessee nor, to the best of Lessee's knowledge, any person associated with Lessee is unwilling to file all necessary applications to obtain whatever approvals may be required of such persons in connection with the transactions provided for herein. To the best of Lessee's knowledge, neither Lessee nor any member of Lessee nor any person associated with Lessee has ever engaged in any conduct or practices which any of the foregoing persons should reasonably believe would cause such person or entity to be denied any approval. Except as disclosed in writing to Lessor on or before the execution hereof, neither Lessee, any member of Lessee nor any officer, director or shareholder of any thereof has ever: (a) been arrested, detained, charged, indicted or summoned to answer for any criminal offense or violation for any reason whatsoever, regardless of disposition of the event, except for minor traffic citations; (b) had a criminal indictment, information or complaint returned against him for which he was not arrested or in which he was named as an unindicted co-party; (c) been questioned by a city, state, federal or law enforcement agency, commission or committee; (d) been subpoenaed to appear to testify before a federal, state or county grand jury, board or commission; (e) had a civil or criminal record expunged or sealed by a court order; (f) received a pardon for any criminal offense; (g) had any member of his family or spouse's family who has ever been convicted of a felony; (h) held a privileged or professional license in any state; (i) had any disciplinary action taken against him with respect to any such license; or (j) been refused a gaming license or related finding of suitability or a license for selling alcoholic beverages or been a participant in any group which has been denied any such license or finding based upon a finding of unsuitability.

ARTICLE 19. EXECUTION, RECORDING AND INCORPORATION BY REFERENCE

19.1    Recording. Neither Party shall record this Lease without the written consent of the other Party; however, upon the request of either Party, the other Party shall join in the execution of a memorandum of "short form" of this Lease for the purpose of recordation in the form of Exhibit D, attached hereto and incorporated herein by this reference. The memorandum or short form shall describe the Parties, the Premises, the Term of this Lease and the Option, and shall incorporate this Lease by reference.

19.2    Counterparts. This Lease may be executed in several counterparts, and all so executed shall constitute one agreement, binding upon all of the Parties hereto.

19.3    Execution. This Lease has been executed by Lessor and Lessee on the 22nd day of September, 2006.

[SIGNATURES ARE ON THE FOLLOWING PAGE]

LESSOR

NP LAND, LLC

A Nevada Limited liability company

By: /s/ William C. Wortman

Name: William C. Wortman

Title: Manager

LESSEE

NEVADA PLACE, LLC

A Nevada Limited liability company

By: /s/ William J. Paulos

Name: William J. Paulos

Title: Manager

SCHEDULE OF EXHIBITS

EXHIBIT A	Legal Description of Land
EXHIBIT B	D.R. Horton Lease
EXHIBIT C	Schedule of Insurance
EXHIBIT D	Form of Memorandum of Lease

FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement is dated this 21 day of June, 2007 ("Amendment Date"), by NP Land, LLC, a Nevada limited liability company ("Landlord") and Nevada Palace, LLC., a Nevada limited liability company ("Tenant"), and amends that certain Ground Lease Agreement dated September 22, 2006 (the "Lease").

RECITALS

A.    Landlord and Tenant intend to modify the Lease to reflect the transfer of ownership by Tenant to Landlord of approximately 6.9 acres of real property, to make such additional real property subject to the Lease, and to modify the Base Rent accordingly.

NOW, THEREFORE, based on the consideration and promises herein contained, Landlord and Tenant agree to modify and amend the Lease as follows:

ARTICLE I

AMENDMENT

1.0Premises.     Recital of the Lease shall be amended to modify the first sentence thereof to read as follows:

Lessor owns certain land in fee located in the City of Las Vegas, County of Clark, State of Nevada, commonly known as 5255 Boulder Highway. 5335 Boulder Highway, and ______ Boulder Highway, Assessor's Parcel Nos. 161-21-204-002, 161-21-302-001, 161-21-302-002, and 161-21-204-004, as more particularly described in Exhibit A (the "Land"), and the Improvements (as defined in Section 1.1) located thereon.

2.0Amount of Rent.    Section 3.l(A) of the Lease shall be modified to read as follows:

From the Amendment Date until the first (1st anniversary of the first day of the first month following the Commencement Date ("Anniversary") the rent shall be One Hundred Ninety Two Thousand Four Hundred and Sixty Six Dollars and Sixty Seven Cents ($192,466.67), payable monthly in advance on the first day of each month. If the Term commences on a day other than the last day of a month, then the installments of rent for such month or months shall be prorated, based on the number of days in such month.

ARTICLE II

MISCELLANEOUS

2.01    No Other Changes. Except as modified hereby, the Lease shall remain in full force and effect as written.

DATED as of the 21 day of June, 2007

NEVADA PLACE, LLC	NP LAND, LLC
A Nevada Limited liability company	A Nevada Limited liability company
By: /s/ William J. Paulos	By: /s/ William C. Wortman
Name: William J. Paulos	Name: William C. Wortman
Title: Manager	Title: Manager

EXHIBIT A

PREMISES LEGAL DESCRIPTION

SECOND AMENDMENT TO LEASE AGREEMENT

This Second Amendment to Lease Agreement is dated this 20^th day of December, 2016 (“Amendment Date”), by NP Land, LLC, a Nevada limited liability company (“Lessor”) and Nevada Palace, LLC, a Nevada limited liability company (“Lessee”), and amends that certain Ground Lease Agreement dated September 22, 2006, as amended by that certain amendment dated June 21, 2007(as so amended, the “Lease”).

RECITALS

WHEREAS, the Lessor and Lessee wish to amend, add, and clarify certain provisions of the Lease, which include the calculation of rent, Lessee’s right to purchase the Premises, and Lessee’s rights with respect to redevelopment of the Premises, as set forth in greater detail in this Amendment;

NOW, THEREFORE, based on the consideration and promises herein contained, Lessor and Lessee agree to modify the Lease as follows:

Amendments to Specified Lease Sections:

From and after the date of this Amendment the following Sections of the Lease shall be modified as set forth below; capitalized terms used but not defined herein, shall have the meaning set forth in the Lease.

Section 2.1 of the Lease shall be amended and replaced with the following:

2.1    Term. The Premises are leased for the term of thirty-five (35) years (the “Initial Term”) commencing on the Commencement Date, and terminating at midnight on the date the thirty-fifth (35th) anniversary of the Commencement Date occurs (the “Termination Date”); provided, however that Lessee shall be granted five (5) five-year renewal options (total of 25 years) exercisable at Lessee’s sole option (each such option, a “Renewal Option,” and each such additional term, a “Renewal Term”), commencing at the end of the Initial Term and any subsequent Renewal Term (as applicable); provided, further, that Lessee shall provide written notice of exercise to Lessor at least 6 months prior to the end of the Initial Term or the expiring Renewal Term (as applicable). The Initial Term plus any Renewal Term that is exercised shall constitute the “Term” of the Lease.

Section 3.1 and 3.2 of the Lease shall be amended and replaced with the following:

3.1    Amount of Rent. Lessee agrees to pay Lessor rent for the use and occupancy of the Premises in the amount of $235,000 per month (“Rent”) commencing January 1, 2017 (the “Initial Rent Reset Date”). Rent shall be payable monthly in advance on the first day of each month. If the Lease terminates (due to expiration of the Term) on a day other than the last day of a month, then the installments of Rent for such month or months shall be prorated, based on the number of days in such month. On January 1, 2018, and on the one year anniversary every year thereafter, Rent shall be increased by 1.5%, which shall be the monthly rent amount for the following twelve (12) month period; provided, that an inflation adjustment calculation shall be performed every five years and Rent shall be adjusted to reflect inflation if the aggregate rate of inflation for such five year period exceeds the 1.5% annual adjustment as applied to that five year period, as described in greater detail in the following provision.

3.2    Rent Inflation Adjustment Calculation. On January 1, 2022, the five year anniversary of the Initial Rent Reset Date, Rent shall be adjusted based on the aggregate rate of inflation (for the United States

taken as a whole) that has occurred during the prior five year period since the Initial Rent Reset Date, calculated using the U.S. inflation data published by the United States Department of Labor, Bureau of Labor Statistics.

The monthly Rent amount in effect on the Initial Rent Reset Date shall be multiplied by the aggregate inflation rate for the five-year period (from January 1, 2017 to January 1, 2022) to determine the inflation adjusted monthly rent amount. Such amount shall become the new monthly Rent amount, unless such amount is less than the current monthly Rent amount that would be in effect utilizing the 1.5% annual adjustment, described in this Section above (the “Inflation Adjustment Calculation”).

Example:     Jan. 1, 2017 Rent: $235,000

Jan. 1, 2022 Rent using 1.5% annual adjustment = $253,161.75

2022 monthly Rent presuming 8% aggregate inflation from Jan. 1, 2017 to Jan. 1, 2022 = $253,800

New Rent as of Jan. 1, 2022 would reset at $253,800.

Such Inflation Adjustment Calculation shall be performed every five years during the remainder of the Initial Term (e.g., on the fifth, tenth, fifteenth, and twentieth anniversaries of the Initial Rent Reset Date) and at the start of each Renewal Term if exercised; provided, that the Inflation Adjustment Calculation shall utilize the inflation data for the five year period from the date of the immediately preceding Inflation Adjustment Calculation to the date of the current Inflation Adjustment Calculation. Lessor shall complete the Inflation Adjustment Calculation and provide a copy of its calculation supporting its determination of the new Rent amount at least thirty (30) days prior to the effective date of such new Rent amount.

The following shall be added as Section 3.6 of the Lease:

3.6    Purchase Option. Lessee shall be granted an option to purchase the Land at the capitalized value of the then current lease payments (the “Capitalized Value”) exercisable at expiration of the Initial Term, and thereafter at the expiration of any Renewal Term; provided, that Lessee shall provide notice of exercise at least six (6) months prior to the expiration of the Initial Term or the then current Renewal Term. The Capitalized Value shall be calculated by multiplying the monthly Rent (at the time of exercise) by twelve (12) to arrive at an annual rent amount. The annual rent amount will then be divided by ten percent (10%). For example, assuming a $3 million annual rent amount, the land would be valued at $30 million ($3,000,000/.1 = $30,000,000).

Section 12.2 of the Lease shall be amended and replaced with the following:

12.2    Lessee has Right to Sublet. Provided that (a) Lessee continues to be responsible for fulfilling all of its covenants and conditions under this Lease and (b) Lessee is not then in default under this Lease, Lessee shall have the right to enter into subleases for any portion of the Premises without Lessor’s review or consent.

Section 15.1 of the Lease shall be amended and replaced with the following:

15.1    Lessor’s Right of Entry and Inspection.

[Intentionally deleted].

Modification of Lessee’s Redevelopment Rights:

In addition to the amendment and replacement of specific Lease Sections set forth above, the Lessor and Lessee desire to clarify and amend Lessee’s rights to redevelop the Premises. As such, notwithstanding any other provision in the Lease to the Contrary, the Lessor and Lessee agree that from and after the date of this Amendment that:

Lessee shall have plenary development rights with respect to the Premises during the Term of the Lease, including the right to demolish some or all of the existing Premises, salvage the existing Improvements, engage in a Major Work of Construction, including a complete redevelopment of the Premises, and sublease some or all of the Land to a third party for redevelopment of the Premises (“Redevelopment Rights”), and Lessor shall not have any notice, consent, or approval rights whatsoever with respect to Lessee’s exercise of its Redevelopment Rights; provided, however, that Lessor shall have the right to review the financial resources of any Sublessee (as defined below) on the terms and conditions set forth below. Lessee shall have all right, title and interest in any items salvaged from the Premises. All construction shall be at Lessee's sole cost and expense and in accordance with all Laws including all applicable zoning and building code requirements.

If Lessee exercises its Redevelopment Rights to demolish the Premises, salvage the existing Improvements, to engage in a Major Work of Construction, or to redevelop the Premises then Lessee shall in its sole discretion determine the types of insurance policies and coverage amounts of such policies applicable to the Premises, including Builder’s Risk and Course of Construction Insurance, based upon the then current development status of the Premises and its business operations. If such insurance policies differ from, or the coverage amounts are less than, the insurance policies and coverage amounts set forth in Exhibit C, then Lessee shall fully indemnify Lessor with respect to any monetary liabilities incurred by Lessor that would have been insured under the insurance requirements set forth in Exhibit C but were not so insured as of the date of loss due Lessee’s exercise of its discretion to change such insurance policy types or coverage amounts.

Lessee shall be permitted to sublet some or all of the existing Premises, or sublease some or all of the Land, to a third party for purposes of redevelopment of the Premises (a “Sublessee”), subject only to Lessor’s confirmation that such Sublessee shall have sufficient financial resources to make future Rent payments, taking into account Sublessee’s anticipated business operations, including business operations after a redevelopment of the Premises if applicable; provided, that the Lessor shall make such determination (using established industry standards for appraising financial risk) within thirty (30) days of receiving written notice from Lessee of the proposed sublease.

If the Lessee subleases the Land for a rental amount greater than the Rent owed to Lessor under the lease, Lessee and Lessor shall split such excess amount with Lessor and Lessee each receiving fifty percent thereof.

Conflicts and Lease Interpretation:

In the event of a conflict or ambiguity between the terms and conditions of this Amendment and the Lease, the terms of this Amendment shall control. Except as modified hereby, the Lease shall remain in full force and effect as written.

[Remainder of Page is Intentionally Blank]

IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of the date first above written.

LESSOR

NP LAND, LLC

A Nevada Limited liability company

By: /s/ William C. Wortman

Name: William C. Wortman

Title: Manager

LESSEE

NEVADA PLACE, LLC

A Nevada Limited liability company

By: /s/ Keith E. Smith

Name: Keith E. Smith

Title: Manager

EX-12

Exhibit 12
Boyd Gaming Corporation
Computation of Ratio of Earnings to Fixed Charges
(Unaudited)
	Year Ended December 31,
(In thousands, except ratio amounts)	2016			2015			2014			2013			2012
Income/(loss) from continuing operations before income taxes and (income) loss from unconsolidated affiliates	$	7,987		$	4,061		$	(56,033	)	$	(55,887	)	$	(1,112,498	)
Add:
Fixed charges	223,201			234,380			241,108			272,046			212,484
Subtract:
Interest capitalized	(494		)	(136		)	(1,232		)	(1,108		)	(231		)
Earnings/(losses), as defined (1)	$	230,694		$	238,305		$	183,843		$	215,051		$	(900,245	)
Fixed Charges:
Interest expensed, net of interest capitalized	$	212,692		$	224,590		$	230,060		$	262,995		$	207,102
Interest capitalized	494			136			1,232			1,108			231
Interest component of rental expense	10,015			9,654			9,816			7,943			5,151
Fixed Charges (2)	$	223,201		$	234,380		$	241,108		$	272,046		$	212,484
Ratio of earnings to fixed charges	1.0x			1.0x			—			—			—
Deficiency of earnings to fixed charges	$	—		$	—		$	(57,265	)	$	(56,995	)	$	(1,112,729	)

_______________________________________________

(1) 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. Current year amortization of previously capitalized interest is not included as these amounts are not material.

(2) For purposes of computing this ratio, "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.

EX-21.1

EXHIBIT 21.1

BOYD GAMING CORPORATION

Subsidiary Name	State or Other Jurisdiction of Incorporation
Boyd Gaming Corporation	Nevada
BGM Co. Inc.	Nevada
East West Gaming, LLC	California
Tides 8, LLC	California
ALST Casino Holdco, LLC	Delaware
Aliante Gaming, LLC	Nevada
Blue Chip Casino, LLC	Indiana
Boyd Acquisition, LLC	Delaware
Boyd Acquisition I, LLC	Delaware
Boyd Acquisition II, LLC	Delaware
Peninsula Gaming, LLC	Delaware
Belle of Orleans, L.L.C. dba Amelia Belle Casino	Louisiana
Diamond Jo, LLC dba Diamond Jo Casino	Delaware
Diamond Jo Worth, LLC dba Diamond Jo Worth	Delaware
Kansas Star Casino, LLC dba Kansas Star Casino	Kansas
Peninsula Gaming Corp.	Delaware
The Old Evangeline Downs, L.L.C. dba Evangeline Downs Racetrack & Casino	Louisiana
OED Acquisition, LLC	Delaware
Boyd Atlantic City, Inc.	New Jersey
Boyd Central Region, Inc.	Nevada
Boyd Development Corporation	Nevada
Boyd FSE, Inc.	Nevada
Boyd Gaming Japan Development Co.	Nevada
Boyd Interactive Gaming, Inc.	Nevada
Boyd Interactive Gaming, L.L.C.	Nevada
IA - IPR Holdings LLC	Nevada
Boyd Louisiana Racing, L.L.C.	Louisiana
Boyd Racing, L.L.C. dba Delta Downs Racetrack Hotel & Casino	Louisiana
Red River Entertainment of Shreveport, L.L.C. dba Sam's Town Shreveport	Louisiana
Treasure Chest Casino, L.L.C.	Louisiana
Boyd Office Building, Inc.	Nevada
Boyd Pennsylvania, Inc.	Pennsylvania
Boyd Pennsylvania Partners, LP	Pennsylvania
Boyd Rhode Island, Inc.	Nevada
Boyd Robinsonville, Inc.	Mississippi
Boyd Shared Services Inc. dba Boyd Linen and Uniform Services	Nevada
Boyd Travel, Inc. dba Vacations Hawaii	Nevada
Coast Vacations, Inc.	Nevada
Boyd Tunica, Inc. dba Sam's Town Hotel and Gambling Hall Tunica	Mississippi
Boyd Biloxi, LLC dba IP Casino Resort Spa	Mississippi
Boyd Florida, LLC	Mississippi
The Aragon Group	Florida

Subsidiary Name	State or Other Jurisdiction of Incorporation
Summersport Enterprises, LLC	Florida
Boyd Sunrise, LLC	Florida
BYDSSE Gaming, LLC	Florida
Tunica Golf Course, LLC	Mississippi
California Hotel & Casino dba California Hotel and Casino & Sam's Town Hotel & Gambling Hall	Nevada
1100 Boulder Highway, LLC	Nevada
California Hotel Finance Corporation	Nevada
Echelon Resorts LLC	Nevada
Eldorado, Inc. dba Eldorado Casino and Jokers Wild	Nevada
M.S.W., Inc. dba Main Street Station Hotel and Casino	Nevada
Sam-Will, Inc. dba Fremont Hotel & Casino	Nevada
Coast Casinos, Inc.	Nevada
Coast Hotels & Casinos, Inc. dba The Orleans Hotel and Casino, Gold Coast Hotel and Casino, Suncoast Hotel and Casino	Nevada
BNLV, L.L.C.	Nevada
BCO Gaming, L.L.C.	Nevada
Constellation Insurance Company, Inc.	Hawaii
Echelon Resorts Corporation	Nevada
FGB Development, Inc.	Florida
The Aragon Group	Florida
Summersport Enterprises, LLC	Florida
Nevada Palace, LLC	Nevada
Par-A-Dice Gaming Corporation dba Par-A-Dice Casino	Illinois
The Cannery Hotel and Casino, LLC	Nevada

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-90840, 333-119850, 333-129421, 333-153852, and 333-184158 on Form S-8 and No. 333-203814 on Form S-3ASR of our reports dated February 23, 2017, relating to the consolidated financial statements of Boyd Gaming Corporation and Subsidiaries, and the effectiveness of Boyd Gaming Corporation and Subsidiaries' internal control over financial reporting appearing in this Annual Report on Form 10-K of Boyd Gaming Corporation for the year ended December 31, 2016.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 23, 2017

EX-31.1

Exhibit 31.1

BOYD GAMING CORPORATION

CERTIFICATION

I, Keith E. Smith, certify that:

1.    I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 23, 2017	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

BOYD GAMING CORPORATION

CERTIFICATION

I, Josh Hirsberg, certify that:

1.    I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 23, 2017	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date;	February 23, 2017	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

EX-32.2

Exhibit 32.2

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Executive Vice President, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date:	February 23, 2017	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

GOVERNMENTAL GAMING REGULATIONS

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. 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 have been 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 us. We do not know whether such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues and the elimination of betting on amateur sporting events and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently 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. Any material increase in these taxes or fees could adversely affect us.

Some jurisdictions, including Nevada, Illinois, Indiana, Louisiana, Mississippi, Iowa and Kansas, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.

The indenture governing our outstanding notes provides that if a holder of a note or beneficial owner of a note is required to be licensed, qualified or found suitable under the applicable gaming laws and is not so licensed, qualified or found suitable within the time period specified by the applicable gaming authority, the holder will be required, at our request, to dispose of its notes within a time period that either we prescribe or such other time period prescribed by the applicable gaming authority, and thereafter, we shall have the right to redeem such holder’s notes.

Nevada

The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated by the Nevada Gaming Commission thereunder, which we refer to as the Nevada Act, including various local codes and ordinances. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, which we refer to as the Nevada Commission, the Nevada Gaming Control Board, which we refer to as the Nevada Board, the Clark County Liquor and Gaming Licensing Board, and the City of Las Vegas, which, with the Nevada Commission and the Nevada Board, we collectively refer to as the Nevada Gaming Authorities.

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

• providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

• the prevention of cheating and fraudulent practices;

• the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and

• the provision of a source of state and local revenues through taxation and licensing fees.

Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.

Corporations that operate casinos in Nevada are required to be licensed by the Nevada Gaming Authorities. A gaming license requires the periodic payment of fees and taxes and is not transferable. We are registered by the Nevada Commission as a publicly

traded corporation, or a Registered Corporation. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. We have been licensed by the Nevada Commission to own the stock of California Hotel and Casino, and to be the sole member and manager of The Cannery Hotel and Casino, LLC, the operator of The Cannery Hotel Casino, and of Nevada Palace, LLC, the operator of the Eastside Cannery Casino & Hotel, and have been found suitable to own the stock of Coast Casinos, Inc., and of Boyd Interactive Gaming, Inc., and to be the sole member and manager of ALST Casino Holdco, LLC. California Hotel and Casino is licensed by the Nevada Commission to operate non-restricted gaming activities at the California and Sam's Town Las Vegas and is additionally registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Sam-Will, Inc., the operator of the Fremont, Eldorado, Inc., the operator of the Eldorado Casino and Jokers Wild, and M.S.W., Inc., the operator of Main Street Station. Coast Casinos, Inc., is registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Coast Hotels and Casinos, Inc., the operator of the Gold Coast Hotel and Casino, The Orleans Hotel and Casino, and the Suncoast Hotel and Casino. ALST Casino Holdco is registered as an intermediary company and licensed by the Nevada Commission to be the sole member and manager of Aliante Gaming, LLC, the operator of the Aliante Casino + Hotel. Boyd Interactive Gaming, Inc., is registered as an intermediary company and is licensed to be the sole member of Boyd Interactive Gaming, LLC. In 2003, the Nevada Commission approved Boyd Louisiana Racing Inc. and Boyd Racing L.L.C., d.b.a. Delta Downs Racetrack, Casino & Hotel, to share in the revenue from the conduct of off-track pari-mutuel wagering, under certain conditions, as it pertains to the broadcast of live racing events to licensed Nevada pari-mutuel race books. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of profits from, California Hotel and Casino or its subsidiaries, Coast Casinos, Inc., or its subsidiary, ALST Casino Holdco, LLC, or its subsidiary, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, or Boyd Interactive Gaming, Inc., or its subsidiary, without first obtaining licenses and approvals from the Nevada Gaming Authorities. We refer to all of the foregoing entities collectively as the Licensed Subsidiaries. Boyd Gaming and all of its Licensed Subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Boyd Gaming and its Licensed Subsidiaries in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the Licensed Subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in gaming activities of the Licensed Subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities within 30 days as prescribed by law and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or any of our Licensed Subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require Boyd Gaming or any of its Licensed Subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

Boyd Gaming and its Licensed Subsidiaries are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by the Licensed Subsidiaries must be reported to, and/or approved by, the Nevada Commission.

If it were determined that the Nevada Act was violated by any of the Licensed Subsidiaries, the gaming licenses they hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act or Regulations at the discretion of the Nevada Commission. Further, a supervisor could be nominated by the Nevada Commission for court appointment to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations and our business, financial condition and results of operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability reviewed as a beneficial holder of our voting securities if the Nevada Commission has

reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained such a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes include only:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and

• such other activities as the Nevada Commission may determine to be consistent with such investment intent.

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, or any of our Licensed Subsidiaries, we:

• pay that person any dividend or interest upon voting securities of Boyd Gaming;

• allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;

• pay remuneration in any form to that person for services rendered or otherwise; or

• fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.

Additionally, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

The Nevada Commission may, at its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by such unsuitable person in connection with such securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner.

We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. Any representation to the contrary is unlawful. In October 2014, the Nevada Commission granted us three years, the maximum time permitted, in which to make public offerings of debt or equity. This three-year approval or continuous or delayed public offering approval, also known as a shelf approval, is subject to certain conditions and expires in October 2017, at which time we will seek to renew the approval. The Nevada Commission's approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board.

Changes in control of Boyd Gaming through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Gaming Authorities in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those licensees, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. As a Registered Corporation, the Nevada Act also requires prior approval of a plan of recapitalization proposed by our board of directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Clark County and the City of Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

An excise tax is also paid by casino operations upon the amount of consideration collected in connection with admission to certain indoor or outdoor premises or areas where live entertainment is provided, subject to certain exclusions.

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, which we refer to as Licensees, and who proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability.

The sale of food or alcoholic beverages at our Nevada casinos is subject to licensing, control and regulation by the applicable local authorities. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could, and a revocation would, have a significant adverse effect upon the operations of the affected casino or casinos.

Illinois

We are subject to the jurisdiction of the Illinois gaming authorities as a result of our ownership and operation of Par-A-Dice Hotel Casino in East Peoria, Illinois.

In February 1990, the State of Illinois legalized riverboat gambling. The Illinois Riverboat Gambling Act, which we refer to as the initial Illinois Act, authorizes the five-member Illinois Gaming Board, which we refer to as the Illinois Board, to issue up to ten riverboat gaming owners' licenses on navigable streams within or forming a boundary of the State of Illinois except for Lake Michigan and any waterway in Cook County, which includes Chicago. Pursuant to the initial Illinois Act, a licensed owner who holds greater than a 10% interest in one riverboat operation could hold no more than a 10% interest in any other riverboat operation. In addition, the initial Illinois Act restricted the location of certain of the ten owners' licenses. Four of the licenses were to be located on the Mississippi River, one license was to be at a location on the Illinois River south of Marshall County and one license had to be located on the Des Plaines River in Will County. The remaining licenses were not restricted as to location. Currently, ten owners' licenses are in operation, including one license in each of Alton, Aurora, Des Plaines, East Peoria, East St. Louis, Elgin, Metropolis, Rock Island and two licenses in Joliet.

The tenth license that was initially granted to Emerald Casino Inc. - an operator in East Dubuque which we refer to as Emerald Casino - was not renewed by the Illinois Board and was the subject of protracted litigation that concluded. Various appeals in the Illinois Appellate Court for the First and Fourth Districts followed the Illinois Board's denial of Emerald Casino's request for renewal of the tenth license on March 6, 2001 and subsequent revocation of the license in December 2005. Although the Illinois Appellate Court ultimately ordered the Illinois Board to issue Emerald Casino's license for renewal, the Illinois Appellate Court also affirmed the Illinois Board's decision to revoke that license. The Illinois Supreme Court refused Emerald Casino's request to review the latter decision, and Emerald Casino announced that it would not pursue any additional appeals in the matter. As a result, the Board authorized a bid process to issue the tenth license to a new operator. On December 6, 2007, the Illinois Department of Central Management Services issued a Request for Proposal to receive bids from investment banking firms to oversee the bid process. Credit Suisse was the successful bidder and oversaw the bid process for the tenth Illinois gaming license. Seven bids were submitted to the Illinois Board to provide gaming operations in Waukegan, Rosemont, Des Plaines, Stickney, Country Club Hills, Calumet City, and Harvey. The Illinois Board selected the Waukegan, Rosemont and Des Plaines sites as the three finalists. On December 22, 2008, the Illinois Board announced that it awarded the tenth Illinois gaming license to Midwest Gaming & Entertainment LLC, which developed and operates the Rivers Casino in Des Plaines. The Rivers Casino commenced gaming operations on June 18, 2011.

Furthermore, under the initial Illinois Act, no gambling could be conducted while a riverboat was docked. A gaming excursion could last no more than four hours, and a gaming excursion was deemed to have started when the first passenger boarded a riverboat. Gaming could continue during passenger boarding for a period of up to 30 minutes. Gaming was also allowed for a period of up to 30 minutes after the gangplank or its equivalent was lowered, thereby allowing passengers to exit the riverboat. During the 30-minute exit time period, new passengers were not allowed to board the riverboat. Although riverboats were mandated to cruise, there were certain exceptions. If a riverboat captain reasonably determined that either it was unsafe to transport passengers on the waterway due to inclement weather or the riverboat had been rendered temporarily inoperable by unforeseeable mechanical or structural difficulties or river icing, the riverboat could remain dockside or return to the dock. In those situations, a gaming excursion could commence or continue while the gangplank or its equivalent was raised and remained raised, in which event the riverboat was not considered docked. If a gaming excursion had to begin or continue with the gangplank or its equivalent raised, and the riverboat did not leave the dock, entry of new patrons on to the riverboat was prohibited until the completion of the excursion.

In June of 1999, amendments to the Illinois Act, which we refer to as the Amended Illinois Act, were passed by the legislature and signed into law by the Governor. The Amended Illinois Act redefined the conduct of gaming in the state. Pursuant to the Amended Illinois Act, riverboats can conduct gambling without cruising, and passengers can enter and leave a riverboat at any time. In addition, riverboats may now be located upon any water, other than Lake Michigan, within Illinois, and not just navigable waterways. There is no longer any prohibition of a riverboat being located in Cook County. Riverboats are now defined as self-propelled excursion boats or permanently moored barges. The Amended Illinois Act requires that only three, rather than four, owners' licenses, be located on the Mississippi River. The 10% ownership prohibition has also been removed. Therefore, subject to certain Illinois Board rules, individuals or entities could own more than one riverboat operation.

The Amended Illinois Act also allows for the relocation of a riverboat home dock. A licensee that was not conducting riverboat gambling on January 1, 1998, may apply to the Illinois Board for renewal and approval of relocation to a new home dock and the Illinois Board shall grant the application and approval of the new home dock upon the licensee providing to the Illinois Board authorization from the new dockside community. Any licensee that relocates in accordance with the provisions of the Amended Illinois Act must attain a level of at least 20% minority ownership of such a gaming operation.

The initial Illinois Act strictly regulates the facilities, persons, associations and practices related to gaming operations. The initial Illinois Act grants the Illinois Board specific powers and duties, and all other powers necessary and proper to fully and effectively execute the initial Illinois Act for the purpose of administering, regulating and enforcing the system of riverboat gaming. The Illinois Board has authority over every person, association, corporation, partnership and trust involved in riverboat gaming operations in the State of Illinois.

The initial Illinois Act requires the owner of a riverboat gaming operation to hold an owner's license issued by the Illinois Board. Gaming participants are limited to 1,200 for any owner's license. The number of gaming participants will be determined by the number of gaming positions available. Gaming positions are counted as follows:

• electronic gaming devices positions will be determined as 90% of the total number of devices available for play;

• craps tables will be counted as having ten gaming positions; and

• games utilizing live gaming devices, except for craps, will be counted as having five gaming positions.

Each owner's license initially runs for a period of three years. Thereafter, the license must be renewed annually. Under the Amended Illinois Act, the Board may renew an owner's license for up to four years. An owner licensee is eligible for renewal upon payment of the applicable fee and a determination by the Illinois Board that the licensee continues to meet all of the requirements of the initial Illinois Act and Illinois Board rules. The owner's license for Par-A-Dice Riverboat Casino initially expired in February 1995. Since that time the license has been renewed every four years, the maximum time permitted by the Illinois Act. An ownership interest in an owner's license may not be transferred or pledged as collateral without the prior approval of the Illinois Board.

Pursuant to the Amended Illinois Act, which removed the 10% ownership prohibition, the Illinois Board established certain rules to effectuate this statutory change. In deciding whether to approve direct or indirect ownership or control of an owner's license, the Illinois Board shall consider the impact of any economic concentration of the ownership or control. No direct or indirect ownership or control shall be approved which will result in undue economic concentration of the ownership of riverboat gambling operations in Illinois. Undue economic concentration means that a person or entity would have actual or potential domination of riverboat gambling in Illinois sufficient to:

• substantially impede or suppress competition among holders of owners' licenses;

• adversely impact the economic stability of the riverboat casino industry in Illinois; or

• negatively impact the purposes of the initial Illinois Act, including tourism, economic development, benefits to local communities, and State and local revenues.

The Illinois Board will consider the following criteria in determining whether the approval of the issuance, transfer or holding of a license will create undue economic concentration:

• the percentage share of the market presently owned or controlled by the person or entity;

• the estimated increase in the market share if the person or entity is approved to hold the owner's license;

• the relative position of other persons or entities that own or control owners' licenses in Illinois;

• the current and projected financial condition of the riverboat gaming industry;

• the current market conditions, including proximity and level of competition, consumer demand, market concentration, and any other relevant characteristics of the market;

• whether the license to be approved has separate organizational structures or other independent obligations;

• the potential impact on the projected future growth and development of the riverboat gambling industry, the local communities in which licenses are located, and the State of Illinois;

• the barriers to entry into the riverboat gambling industry and if the approval of the license will operate as a barrier to new companies and individuals desiring to enter the market;

• whether the approval of the license is likely to result in enhancing the quality and customer appeal of products and services offered by riverboat casinos in order to maintain or increase their respective market shares;

• whether a restriction on the approval of the additional license is necessary in order to encourage and preserve competition in casino operations; and

• any other relevant information.

The initial Illinois Act does not limit the maximum bet or per patron loss. Minimum and maximum wagers on games are set by the owner licensee. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager and wagers may only be received from a person present on the riverboat. With respect to electronic gaming devices, the payout percentage may not be less than 80% nor more than 100%.

An admission tax is imposed on the owner of a riverboat operation. Effective July 1, 2003, additional amendments to the Amended Illinois Act were passed by the legislature and signed into law by the Governor, which we refer to as the Second Amended Illinois Act. Under the Second Amended Illinois Act, for an owner licensee that admitted 2,300,000 persons or fewer in the previous calendar year, the admission tax is $4.00 per person and for a licensee that admitted more than 2,300,000 persons in the previous calendar year, the admission tax is $5.00. Additionally, a wagering tax is imposed on the adjusted gross receipts, as defined in the initial Illinois Act, of a riverboat operation. As of July 1, 2003, pursuant to the Second Amended Illinois Act, the wagering tax was increased as follows: 15% of annual adjusted gross receipts up to and including $25 million; 27.5% of annual adjusted gross receipts in excess of $25 million but not exceeding $37.5 million; 32.5% of annual adjusted gross receipts in excess of $37.5 million but not exceeding $50 million; 37.5% of annual adjusted gross receipts in excess of $50 million but not exceeding $75 million; 45% of annual adjusted gross receipts in excess of $75 million but not exceeding $100 million; 50% of annual adjusted gross receipts in excess of $100 million but not exceeding $250 million; and 70% of annual adjusted gross receipts in excess of $250 million. The owner licensee is required, on a daily basis, to wire the wagering tax payment to the Illinois Board. The wagering tax as outlined in the Second Amended Illinois Act shall no longer be imposed beginning on the earlier of (i) July 1, 2005; (ii) the first date after the effective date of the Second Amended Illinois Act that riverboat gambling operations are conducted pursuant to the dormant tenth license or (iii) the first day that riverboat gambling operations are conducted under the authority of an owner's license that is in addition to the ten owners' licenses authorized by the Initial Act. Thereafter, the tax will roll back to the rates as outlined in the Amended Illinois Act.

Effective July 1, 2005, additional amendments to the Second Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Third Amended Illinois Act. Under the Third Amended Act, for an owner that admitted 1,000,000 persons or fewer in calendar year 2004, the admission tax is $2.00 and for all other licensees it is $3.00 per person admitted. Additionally, the wagering tax provisions were “rolled back” to the rates as defined in the Amended Illinois Act. Thus, the effective wager tax rates are: 15% of annual adjusted gross receipts up to and including $25 million; 22.5% of annual adjusted gross receipts in excess of $25 million but not exceeding $50 million; 27.5% of annual adjusted gross receipts in excess of $50 million but not exceeding $75 million; 32.5% of annual adjusted gross receipts in excess of $75 million but not exceeding $100 million; 37.5% of annual adjusted gross receipts in excess of $100 million but not exceeding $150 million; 45% of annual adjusted gross receipts in excess of $150 million but not exceeding $200 million; and 50% of annual adjusted gross receipts in excess of $200 million, which we refer to as the Privilege Tax. In addition to payment of the above listed amounts, by June 15 of each year, each owner (other than an owner that admitted 1,000,000 or fewer persons in calendar year 2004) must pay to the Illinois Board the amount, if any, by which the base amount for the licensed owner exceeds the amount of tax paid pursuant to the Third Amended Act. The base amount for a riverboat in East Peoria is $43 million. This obligation terminates on the earliest of (i) July 1, 2007, (ii) the first day after the effective date of the Third Amended Act that riverboat gambling operations are conducted pursuant to a dormant license, (iii) the first day that riverboat gambling operations are conducted under the authority of an owner's license that is in addition to the ten owners' licenses initially authorized, or (iv) the first day that a licensee under the Illinois Horse Racing Act of 1975 conducts gaming operations with slot machines or other electronic gaming devices. The obligation to meet these base amount requirements terminated on July 1, 2007.

The Illinois Board has the authority to reduce the above mentioned wagering tax obligation imposed under the Third Amended Act by an amount the Board deems reasonable for acts of God, terrorism, bioterrorism or a condition beyond the control of the owner licensee. There can be no assurance that the Illinois legislature will not enact additional legislation regarding admission and wagering tax rates.

Effective May 26, 2006, additional amendments to the Third Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Fourth Amended Act. Under the Fourth Amended Act, and for a period of two (2) years beginning May 26, 2006, owner licensees that operate a riverboat with adjusted gross receipts in 2004 greater than $200 million paid - in addition to the amounts referenced above - an amount equal to 3% of the adjusted gross receipts received into the Horse Racing Equity Trust Fund, which we refer to as the Surcharge. This provision affected four owner licensees, but did not apply to Par-A-Dice Hotel Casino in East Peoria, Illinois.

On May 30, 2006, four days after the Fourth Amended Act was signed into law, the four casinos affected by the Surcharge filed a lawsuit in the Circuit Court of the Twelfth Judicial Circuit in Will County, Illinois against the Treasurer of the State of Illinois and the Illinois Racing Board. The four-count Complaint sought a declaratory judgment that the Fourth Amended Act's Surcharge was unconstitutional and a permanent injunction against its enforcement. On March 26, 2007, the Illinois circuit court granted summary judgment in favor of the four casinos for violation of the Illinois Constitution's Uniformity Clause, but in favor of the defendants and the racetracks that later intervened on the remaining claims in the complaint. The defendants and the racetracks filed an appeal with the Illinois Supreme Court, which reversed the lower court's decision and ruled in favor of the State. The affected casinos appealed this decision to the US Supreme Court, and, on June 8, 2009, the U.S. Supreme Court denied the petition for a writ of certiorari.

On June 10, 2009 the same four casinos filed a motion to reopen the judgment based on new evidence in the original trial court in Illinois. The judge denied the petition to reopen the case and the casinos appealed on January 15, 2010. Following a ruling by the Illinois Appellate Court refusing to stay the distribution of the funds held in protest, the four casinos voluntarily dismissed the appeal. Additionally, a civil RICO suit was also filed in the Northern District of Illinois against former governor Rod Blagojevich et al. and John Johnston, owner of Balmoral Park Racetrack and Maywood Park Racetrack. The suit claims that the taxed casinos were the victims of the criminal conduct of the former governor and the conspiracy between the former governor and the named racetracks. On interlocutory appeal the 7th Circuit Court of Appeals found former Governor Blagojevich to be protected by the immunity granted by virtue of his position of governor and dismissed former Governor Blagojevich from the suit. On December 11, 2014, the judge entered an order consistent with the jury determination in the civil RICO proceedings awarding the plaintiff casinos a total of $82,900,000 in compensatory and punitive damages. Following the award, on December 24, 2014, Balmoral Park, Maywood Park Racetrack, and John Johnston filed for bankruptcy. The court award was subsequently reduced to $25,940,000 following the defendants’ appeal. The parties agreed to abandon further court action in this matter in connection with an agreed upon plan of liquidation approved by the bankruptcy court in June of 2016. No other suit is actively pursued by the four effected casinos at this time. All other court proceedings have been concluded and ruled upon in favor of the State. Par-A-Dice Hotel and Casino is not a party to any of the foregoing lawsuits.

Effective December 15, 2008, the legislature passed and the Governor signed into law amendments that re-enact similar provisions of the Fourth Amended Act, which require the same casinos to pay the Surcharge until the earliest of the following occurs: (i) December 15, 2011; (ii) any organization licensee begins to operate a slot machine or video game of chance under the Illinois Horse Racing Law of 1975 or the initial Illinois Act; (iii) payments begin under subsection (c-5) of Section 13 of the initial Illinois Act or (iv) the wagering tax imposed under Section 13 of the initial Illinois Act is increased to reflect a tax rate that is at least as stringent or more stringent than the wagering tax imposed under the Second Amended Act described above. A second state court claim challenging the constitutionality of the 2008 act was dismissed with prejudice on November 19, 2009. On February 11, 2011, the Appellate Court affirmed. The new law does not apply to the Par-A-Dice Hotel and Casino.

Effective June 6, 2006, additional amendments to the Fourth Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Fifth Amended Act to restate and clarify the Third Amended Act as to the amount of payments an owner licensee is required to make to the Illinois Board. The Fifth Amended Act now provides that - in addition to any amounts due pursuant to the Privilege Tax - each owner licensee (other than an owner that admitted 1,000,000 or fewer persons in calendar year 2004) must pay to the Illinois Board the amount by which its pre-determined base amount exceeds the amount of “net privilege tax” remitted. The Fifth Amended Act defines “net privilege tax” as all Privilege Taxes paid by a licensed owner to the Illinois Board, less the amount equal to 5% of the adjusted gross receipts generated by an owner licensee that is paid from the State Gaming Fund to the unit of local government designated as the home dock of the owner licensee's riverboat. As stated above, the requirement to pay the difference between pre-determined base amounts and “net privilege taxes” terminated on July 1, 2007.

In addition to owner's licenses, the Illinois Board also requires licensing for all vendors of gaming supplies and equipment and for all employees of a riverboat gaming operation. The Illinois Board is authorized to conduct investigations into the conduct of gaming and into alleged violations of the Illinois Act and the Illinois Board rules. Employees and agents of the Illinois Board have access to and may inspect any facilities relating to the riverboat gaming operation.

A holder of any license is subject to the imposition of fines, suspension or revocation of such license, or other action for any act or failure to act by himself or his agents or employees, that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Illinois, or that would discredit or tend to discredit the Illinois gaming industry or the State of Illinois. Any riverboat operations not conducted in compliance with the initial Illinois Act may constitute an illegal gaming place and consequently may be subject to criminal penalties, which penalties include possible seizure, confiscation and destruction of illegal gaming devices and seizure and sale of riverboats and dock facilities to pay any unsatisfied judgment that may be recovered and any unsatisfied fine that may be levied. The initial Illinois Act also provides for civil penalties, equal to the amount of gross receipts derived from wagering on the gaming, whether unauthorized or authorized, conducted on the day of any violation. The Illinois Board may revoke or suspend licenses, as the Illinois Board may see fit and in compliance with applicable laws of the State of Illinois regarding administrative procedures and may suspend an owner's license, without notice or hearing, upon a determination that the safety or health of patrons or employees is jeopardized by continuing a riverboat's operation. The suspension may remain in effect until the Illinois Board determines that the cause for suspension has been abated and it may revoke the owner's license upon a determination that the owner has not made satisfactory progress toward abating the hazard.

If the Illinois Board has suspended, revoked or refused to renew the license of an owner or if a riverboat gambling operation is closing and the owner is voluntarily surrendering its owner's license, the Illinois Board may petition the local circuit court, which we refer to as the Court, in which the riverboat is situated for appointment of a receiver. The court will have sole jurisdiction over

any and all issues pertaining to the appointment of a receiver. The Illinois Board will specify the specific powers, duties and limitations for the receiver, including but not limited to the authority to:

• hire, fire, promote and discipline personnel and retain outside employees or consultants;

• take possession of any and all property, including but not limited to its books, records, and papers;

• preserve or dispose of any and all property;

• continue and direct the gaming operations under the monitoring of the Illinois Board;

• discontinue and dissolve the gaming operation;

• enter into and cancel contracts;

• borrow money and pledge, mortgage or otherwise encumber the property;

• pay all secured and unsecured obligations;

• institute or defend actions by or on behalf of the holder of an owner's license; and

• distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.

The Illinois Board will submit at least three nominees to the Court. The nominees may be individuals or entities selected from an Illinois Board approved list of pre-qualified receivers who meet the same criteria for a finding of preliminary suitability for licensure under Sections 3000.230(c)(2)(B) and (C) of the rules promulgated by the Illinois Board. In the event that the Illinois Board seeks the appointment of a receiver on an emergency basis, the Illinois Board will submit at least two nominees selected from the Illinois Board approved list of pre-qualified receivers to the Court and will issue a Temporary Operating Permit to the receiver appointed by the Court. A receiver, upon appointment by the court, will before assuming his or her duties, execute and post the same bond as an owner licensee pursuant to Section 10 of the initial Illinois Act.

The receiver will function as an independent contractor, subject to the direction of the Court; however, the receiver will also provide to the Illinois Board regular reports and provide any information deemed necessary for the Illinois Board to ascertain the receiver's compliance with all applicable rules and laws. From time to time, the Illinois Board may, at its sole discretion, report to the Court on the receiver's level of compliance and any other information deemed appropriate for disclosure to the Court. The term and compensation of the receiver shall be set by the Court. The receiver will provide to the Court and the Illinois Board at least 30 days written notice of any intent to withdraw from the appointment or to seek modification of the appointment. Except as otherwise provided by action to the Illinois Board, the gaming operation will be deemed a licensed operation subject to all rules of the Illinois Board during the tenure of any receivership.

The Illinois Board requires that a “Key Person” of an owner licensee submit a Personal Disclosure or Business Entity Form and be investigated and approved by the Illinois Board. The Illinois Board shall certify for each applicant for or holder of an owner's license each position, individual or Business Entity that is to be approved by the Illinois Board and maintain suitability as a Key Person. With respect to an applicant for or the holder of an owner's license, Key Person shall include:

• any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights;

• the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and

• all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.

In order to assist the Illinois Board in its determination of Key Persons, applicants for or holders of an owner's license shall provide to the Illinois Board a Table of Organization, Ownership and Control, which we refer to as the Table. The Table will identify in sufficient detail the hierarchy of individuals and Business Entities that, through direct or indirect means, manage, own or control the interest and assets of the applicant or license holder. If a Business Entity identified in the Table is a publicly-traded company, the following information must be provided in the Table:

• the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;

• to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and

• any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.

Each owner licensee must provide a means for the economic disassociation of a Key Person in the event such economic disassociation is required by an order of the Illinois Board. Based upon findings from an investigation into the character, reputation, experience, associations, business probity and financial integrity of a Key Person, the Illinois Board may enter an order upon the licensee or require the economic disassociation of such Key Person.

Furthermore, each applicant or owner licensee must disclose the identity of every person, association, trust or corporation having a greater than 1% direct or indirect pecuniary interest in an owner licensee or in the riverboat gaming operation with respect to which the license is sought. The Illinois Board may also require an applicant or owner licensee to disclose any other principal or investor and require the investigation and approval of such individuals.

The Illinois Board (unless the investor qualifies as an Institutional Investor) requires a Personal Disclosure Form from any person or entity who or which, individually or in association with others, acquires directly or indirectly, beneficial ownership of more than 5% of any class of voting securities or non-voting securities convertible into voting securities of a publicly-traded corporation which holds an ownership interest in the holder of an owner's license. If the Illinois Board denies an application for such a transfer and if no hearing is requested, the applicant for the transfer of ownership interest must promptly divest those shares in the publicly-traded parent corporation. The holder of an owner's license would not be able to distribute profits to a publicly-traded parent corporation until such shares have been divested. If a hearing is requested, the shares need not be divested and profits may be distributed to a publicly-held parent corporation pending the issuance of a final order from the Illinois Board.

An Institutional Investor that, individually or jointly with others, cumulatively acquires, directly or indirectly, 5% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation shall, within no less than ten days after acquiring such securities, notify the administrator of the Illinois Board, who we refer to as the Administrator, of such ownership and shall provide any additional information as may be required. If an Institutional Investor (as specified above) acquires 10% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation, then it shall file an Institutional Investor Disclosure Form within 45 days after acquiring such level of ownership interest. The owner licensee shall notify the Administrator as soon as possible after it becomes aware that it or its parent is involved in an ownership acquisition by an Institutional Investor. The Institutional Investor also has an obligation to notify the Administrator of its ownership interest.

In addition to Institutional Investor Disclosure Forms, certain other forms may be required to be submitted to the Illinois Board. An owner licensee must submit a Marketing Agent Form to the Illinois Board for each Marketing Agent with whom it intends to do business. A Marketing Agent is a person or entity, other than a junketeer or an employee of a riverboat gaming operation, who is compensated by the riverboat gaming operation in excess of $100 per patron per trip for identifying and recruiting patrons. Key Persons of owner licensees must submit Trust Identification Forms for trusts, excluding land trusts, for which they are a grantor, trustee or beneficiary each time such a trust relationship is established, amended or terminated.

Applicants for and holders of an owner's license are required to obtain formal approval from the Illinois Board for changes in the following areas:

• Key Persons;

• type of entity;

• equity and debt capitalization of the entity;

• investors or debt holders;

• source of funds;

• applicant's economic development plan;

• riverboat capacity or significant design change;

• gaming positions;

• anticipated economic impact; or

• agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.

A holder of an owner's license is allowed to make distributions to its stockholders only to the extent that such distribution would not impair the financial viability of the gaming operation. Factors to be considered by the licensee include, but are not limited to, the following:

• cash flow, casino cash and working capital requirements;

• debt service requirements, obligations and covenants associated with financial instruments;

• requirements for repairs and maintenance and capital improvements;

• employment or economic development requirements of the Amended Illinois Act; and

• a licensee's financial projections.

The Illinois Board may waive any licensing requirement or procedure provided by rule if it determines that such waiver is in the best interests of the public and the gaming industry. Also, the Illinois Board may, from time to time, amend or change its rules. In general, uncertainty exists regarding the Illinois gaming regulatory environment due to limited experience in interpreting the Illinois Act.

Additionally, on July 13, 2009, Governor Pat Quinn signed the Video Gaming Act (230 ILCS 40/ Art 5) making video gaming terminals legal in Illinois. The Act allows for video gaming terminals to be placed in certain liquor establishments, truck stops and fraternal/ veterans clubs throughout the state. Under the Video Gaming Act, municipalities are authorized to pass an ordinance prohibiting video gaming within the corporate limits of the municipality and county boards may pass ordinances prohibiting video gaming within the unincorporated areas of the county. On January 26, 2011, the Illinois Court of Appeals found the Video Gaming Act to be unconstitutional due to a violation of the single subject rule. The State appealed the decision to the Illinois Supreme Court on February 1, 2011. The State also filed motions, which were approved by the Illinois Supreme Court, permitting the Illinois Board to continue its review of applications filed pursuant to the Video Gaming Act. On July 11, 2011 the Illinois Supreme Court overturned the ruling of the Illinois Court of Appeals, holding that the Video Gaming Act and associated legislation did not violate the single subject rule and was otherwise constitutional. Although video gaming terminals may not be placed within 1,000 feet of the home dock of a riverboat licensed under the Riverboat Gambling Act, it is unclear at this time what effect the passage of this act may have on the operations of existing license holders. Through November, 2015, there were approximately 21,676 video gaming terminals taking play in Illinois. Through December, 2016, there were approximately 24,811 video gaming terminals in Illinois.

From time to time, various proposals have been introduced in the Illinois legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.

A potential piece of legislation that may have affected the gaming industry in Illinois is House Bill 4194, which we refer to as Bill 4194 that was introduced to the Illinois General Assembly on December 11, 2007. Bill 4194 was an attempt to expand gaming in Illinois by introducing one additional riverboat license, a land-based casino located in Chicago, Illinois, the ability of existing and new casinos to purchase additional gaming positions, and the ability of Illinois horse race tracks to operate slot machines and video poker upon the payment of a per-position fee. Bill 4194 also called for the formation of a new Gaming Board appointed by the Governor and a new Gaming Enforcement Division to monitor gaming operations, conduct background checks, conduct investigations and investigate violations of the Illinois Gaming Act. Although Bill 4194 was not enacted, bills providing for a gaming expansion bill have been introduced in 2010. HB0091, which we refer to as Bill 0091, was filed on January 27, 2010 and would add four additional owners' licenses, including one in Chicago. It would also allow for owners’ licensees to competitively bid for unused gaming positions and would authorize slot machines at horse racetracks. Bill 0091was not enacted. HB5110, which we refer to as Bill 5110, was filed on January 29, 2010 and provides for the issuance of a license to operate a riverboat in Danville, Illinois. HB4885, which we refer to as Bill 4885, provides for the issuance of a license to operate a riverboat in a municipality with a population of less than 50,000 and which is more than 50 miles from a licensed riverboat. Bill 5110 and Bill 4885 were pending in the House Rules Committee, but the legislative session ended before the Bills could be put to a vote resulting in their expiration. SB3371, which we refer to as Bill 3371, would have also authorized slot machine gambling at horse racetracks, but the legislative session ended causing Bill 3371 to expire.

Continuing efforts to revise the manner in which the Illinois Board is appointed and operates would affect the gaming industry. SB3384, which we refer to as Bill 3384, was introduced on February 10, 2010. Bill 3384 would end the term of the current members of the Illinois Board and require the Governor to replace them with persons nominated by a specified Nominating Panel. Bill 3384 would prohibit the Illinois Board from taking action with regard to a license until the new members are appointed. Bill 3384 would also require Illinois Board approval for contracts entered into by an owner's licensee in an aggregate amount of $10,000 or more or for a term exceeding 365 days. The legislative session ended while Bill 3384 was pending in the Senate Assignments Committee resulting in its expiration.

Another potential piece of legislation that, if passed, will directly affect the gaming industry is Illinois House Bill 0261, which we refer to as Bill 0261 that was introduced to the Illinois General Assembly on January 23, 2009. Bill 0261 would remove the provisions setting the admission tax rate at $3 per person admitted into a casino for licensees that have been conducting gambling

operations since 2004. It would also provide that if a licensed owner of a riverboat in operation on January 1, 2009 has capital projects of at least $45,000,000 that are approved by the Illinois Gaming Board after January 1, 2006 or for which at least $45,000,000 in capital expenditures have been made after January 1, 2006, then no admissions tax will be imposed on admissions to that riverboat; however, if a riverboat does not have admissions tax imposed on it, an additional privilege tax of 1% of adjusted gross receipts will be imposed on that riverboat. On May 26, 2009, the Illinois House voted against concurring with Senate amendments to this bill, which included the provisions described above. This matter was returned to the Senate Assignments Committee on August 15, 2009, but the Bill expired when the legislative session ended.

Similar bills have recently been filed in the Illinois General Assembly. HB5962, which we refer to as Bill 5962, and SB3574, which we refer to as Bill 3574, also eliminate the admissions tax for certain riverboats. Those that qualify must have been in operation on January 1, 2009, have had capital projects of at least $45,000,000 approved by the Illinois Board in calendar years 2006 through 2009 and at least $45,000,000 in expenditures in calendar years 2006 through 2009. Bill 5962 and Bill 3574 also impose the additional 1% privilege tax. SB3542, which we refer to as Bill 3542, has similar provisions which apply to riverboats with capital projects of at least $75,000,000 approved by the Illinois Board in calendar years 2006 through 2009. All three bills were introduced on February 10, 2010. Bill 5962 was pending in the House Rules Committee, when the legislative session ended resulting in its expiration. The Senate voted against Bill 3574 on March 10, 2010, and Bill 3542 also expired when the legislative session ended.

Additionally, Illinois Senate Bill 1654 , which we refer to as Bill 1654, which was introduced to the Illinois General Assembly on February 19, 2009, would permit the State to enter into a management agreement with a third party to manage or operate the Illinois Lottery. If passed, it would also permit individuals to purchase Illinois lottery tickets on-line. On August 15, 2009, Bill 1654 was referred to the Senate Assignments Committee. However, on July 13, 2009, the Governor approved Public Acts 96-034 and 96-037, which we refer to as Acts 96-034 and 96-037, which permit the State's entry into a management agreement with a private party to manage the Illinois Lottery. Acts 96-034 and 96-037 also authorize the Illinois Lottery to conduct a pilot program to permit the purchase of Illinois lottery tickets on-line. Both Acts condition online sales upon the issuance of a U.S. Department of Justice memorandum stating that online sales are permitted under the U.S. Unlawful Internet Gambling Enforcement Act of 2006. On October 16, 2008, the Department of Justice issued its opinion and concluded, in part, that it would be permissible under the federal lottery statute exemption for a State to contract with private firms to provide goods and services necessary to enable the State to conduct its lottery. On September 15, 2010, Illinois selected Northstar Lottery Group to be the private manager of the Illinois Lottery; however, on January 26, 2011, in the same ruling that found the Video Gaming Act to be unconstitutional, the Illinois Court of Appeals found the Acts 96-034 and 96-037 to be unconstitutional due to a violation of the single subject rule. The State appealed the decision to the Illinois Supreme Court on February 1, 2011. On July 11, 2011 the Illinois Supreme Court overturned the ruling of the Illinois Court of Appeals, holding that Acts 96-034, 96-037 and associated legislation did not violate the single subject rule and were otherwise constitutional. On December 9, 2014, the Illinois Lottery and Northstar Lottery entered into a termination agreement, which was subsequently disapproved by the Illinois Attorney General on January 23, 2015. A subsequent termination agreement was entered into on September 18, 2015. It is unclear what effect, if any, a possible change to or continuation of the private management of the lottery or internet sales of lottery tickets would have on the Illinois gaming industry.

Additionally, on May 31, 2011 after passage in the Illinois Senate, the Illinois House of Representatives approved Illinois Senate Bill 744, which we refer to as Bill 744, which expands gambling in Illinois. After passage, Senate President John Cullerton placed a motion to reconsider on Bill 744, preventing Bill 744 from being sent to Governor Quinn. Bill 744 permits five new land based casinos, including one located in and owned by the City of Chicago and one each in Danville, Rockford, Park City, and a to-be-determined location in the south suburbs of Chicago. Illinois will also see increased gaming positions for existing operators, an option for those same operators to convert existing riverboats to land-based casinos, a mechanism for the issuance of a provisional license of Video Gaming Terminal site locations, and slot machines at the Chicago airports and Illinois horse racing tracks. In addition, the Bill offers tax incentives to build land-based casinos and offers a dollar-for-dollar tax credit of up to $2,000,000 for renovations at existing casinos. With Illinois Board and municipality approval, the Par-A-Dice Casino would be permitted to relocate to a location that is no more than 10 miles away from its current location and is either in the same municipality or another municipality that borders on the Illinois River.

Bill 744 authorizes the City of Chicago to offer 4,000 gaming positions to be distributed among the City casino and the airport locations. All other casinos in the State (including existing riverboats) will be allowed to purchase up to 1,600 positions (up from 1,200) until January 1, 2013, and 2,000 positions thereafter. If some casinos do not purchase all of their available positions, those additional positions may be available to casinos that do purchase all their positions. Existing casinos may purchase positions for $12,500 a piece. Racetracks can operate up to 1,200 gaming positions in Cook County, and 900 gaming positions in any other county. Additional positions may be available for Racetrack licensees who purchase all their positions if any positions are left open by other licensees in the State. A $3 per person tax will be imposed for admission to electronic gaming facilities, payable by the electronic gaming licensee.

Bill 744 also amends existing tax rates as follows: Changes will be made to the privilege tax rates for all businesses conducting riverboat gambling or electronic gaming operations beginning January 1, 2012. Tax rates are based on adjusted gross receipts, or “AGR”:

Table Games -- January 1, 2012 - June 30, 2013		Table Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	12.0%	0 to $25M	10.0%
$25M to $50M	19.5%	$25M to $50M	17.5%
$50M to $70M	24.5%	$50M to $70M	22.5%
$70M and up	16.0%	$70M and up	16.0%
All Other Games -- January 1, 2012 - June 30, 2013		All Other Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	12.0%	0 to $25M	10.0%
$25M to $50M	19.5%	$25M to $50M	17.5%
$50M to $75M	24.5%	$50M to $75M	22.5%
$75M to $100M	29.5%	$75M to $100M	27.5%
$100M to $150M	34.5%	$100M to $150M	32.5%
$150M to $200M	39.0%	$150M to $200M	35.0%
$200M and up	44.0%	$200M and up	40.0%

Privilege taxes for land-based casino gambling will differ from riverboat and electronic gaming facilities.

Table Games -- January 1, 2012 - June 30, 2013		Table Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $50M	12.0%	0 to $50M	10.0%
$50M to $100M	19.5%	$50M to $100M	17.5%
$100M to $140M	24.5%	$100M to $140M	22.5%
$140M and up	16.0%	$140M and up	16.0%
All Other Games -- January 1, 2012 - June 30, 2013		All Other Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $50M	12.0%	0 to $50M	10.0%
$50M to $100M	19.5%	$50M to $100M	17.5%
$100M to $150M	24.5%	$100M to $150M	22.5%
$150M to $200M	29.5%	$150M to $200M	27.5%
$200M to $300M	34.5%	$200M to $300M	32.5%
$300M to $400M	39.0%	$300M to $400M	35.0%
$400M and up	44.0%	$400M and up	40.0%

Bill 744 also grants the Illinois Board oversight and enforcement responsibility for all riverboat and casino gambling, as well as electronic gaming in the State of Illinois. The Board's five members will include someone with experience as a senior officer at a company and have no more than three members from the same political party. Bill 744 requires that all internal controls submitted by licensees must be approved or denied by the IGB within 60 days of receipt. If the Illinois Board takes no action the internal control is deemed approved.

Bill 744 was held by the Senate President's motion and later released to Governor Quinn, who later vetoed Bill 744. As Governor Quinn vetoed Bill 744 following the final adjournment of the 97th General Assembly, the veto could not be overridden by the legislature. Bill 744 expired with the adjournment of the legislative session.

On May 31, 2012, following passage by the Illinois House of Representatives, the Illinois Senate passed Senate Bill 1849, which we refer to as Bill 1849, which expands gambling in Illinois. Bill 1849 permits five new casinos, including one located in and owned by the City of Chicago and one each in Rockford, Danville, Park City, and a to-be-determined location in the south suburbs of Chicago. Bill 1894 also permits increasing gaming positions for existing operators, an option for operators to convert riverboats to land-based casinos, and slot machines at Illinois horse racing tracks. In addition, the bill offers a tax credit of $2,000,000 for capital improvements at existing casinos. With Illinois Board and municipality approval, the Par-A-Dice Casino would be permitted to relocate to a location that is no more than 10 miles away from its original location, in a municipality that (1) borders on the Illinois River or is within 5 miles of the city limits of a municipality that borders on the Illinois River and (2) on January 1, 2010 had a riverboat conducting riverboat gambling operations.

Bill 1849 authorizes the City of Chicago to offer 4,000 gaming positions. All other casinos in the State (including existing riverboats) will be allowed to purchase up to 1,600 positions for 90 days following the effective date of Bill 1849, at a price of $12,500 per position outside of Cook County and $25,000 per position in Cook County. If some casinos do not purchase all of their available positions, those additional positions will be reserved by the Illinois Board. Thereafter, the Board will publish the number of gaming positions reserved by each owner’s licensee, will accept requests for additional gaming positions from any owners’ licensee which initially reserved 1,600 positions, and will allocate the unreserved gaming positions in a manner to maximize revenue to the State. Illinois racetracks within Cook County may purchase up to 1,200 gaming positions. Illinois racetracks outside of Cook County that conducted racing in 2010 may purchase up to 900 gaming positions. Illinois racetracks outside of Cook County that did not conduct racing in 2010 may purchase up to 350 positions.

Bill 1849 also amends existing tax rates as follows: Changes will be made to the privilege tax rates for businesses conducting riverboat gambling operations or electronic gambling operations beginning on the date when at least 500 additional gaming positions authorized by Bill 1849 are active. Tax rates are based on adjusted gross receipts, or “AGR”:

Non-Table Games		Table Games
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	10%	0 to $25M	10%
$25M to $50M	17.5%	$25M to $50M	17.5%
$50M to $75M	22.5%	$50M to $70M	22.5%
$75M to $100M	27.5%	$70M and up	16%
$100M to $150M	32.5%
$150M to $200M	35%
$200M to $300M	40%
$300M to $350M	30%
$350M and up	20%

Beginning on January 1, 2012, the calculation of AGR will not include non-cashable vouchers, coupons, and electronic gaming promotions redeemed by wagerers up to 30% of AGR.

Bill 1849 was transmitted to the Governor on June 29, 2012. The Governor vetoed Bill 1849 on August 28, 2012. The General Assembly did not override the veto prior to the constitutional deadline of November 29, 2012.

On February 15, 2013, Senate Bill 1739 was introduced, and two amendments were filed on March 6, 2013 and March 7, 2013, which we refer to collectively as Bill 1739. Bill 1739 expands gambling in Illinois. Bill 1739 permits five new casinos, one each in Danville, Rockford, a Lake County location, a location in the south suburbs of Chicago, and one located in and owned by the City of Chicago (which may place slot machines at Chicago’s two airports). The bill also permits slot machines at Illinois horseracing tracks. The facility within the City of Chicago may offer 4,000 gaming positions, including positions at the Chicago airports. All other casino facilities may have 1,200 positions. Illinois racetracks located in Cook County may offer 1,200 positions. Illinois racetracks outside of Cook County that conducted live racing in 2010 may offer 900 positions. Illinois racetracks outside of Cook County that did not conduct live racing in 2010 may offer 350 positions, which increases to 900 positions in the year following the year in which it conducts 96 live races. Positions in Cook County may be purchased for $30,000 per position. Positions outside of Cook County may be purchased for $17,500.

In addition, Bill 1739 permits owners’ licensees to conduct land-based gaming with Illinois Board approval. The bill also offers a tax incentive of up to a $2,000,000 dollar-for-dollar credit for any renovation or construction costs. With Illinois Board approval, the Par-A-Dice casino would be permitted to relocate to a new location that is no more than 10 miles away from its original location, in a municipality that (1) borders on the Illinois River or is within 5 miles of the city limits of a municipality that borders on the Illinois River and (2) on January 1, 2010 had a riverboat conducting gambling operations.

Bill 1739 amends existing tax rates as follows: an admissions tax of $3 per person will be imposed on admissions to electronic gaming facilities at Illinois racetracks. Privilege taxes imposed on AGR will be amended beginning in the year following the year that the facility within the City of Chicago begins gaming operations, but not before July 1, 2015 as follows:

Non-Table Games		Table Games
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	10%	0 to $25M	10%
$25M to $50M	17.5%	$25M to $50M	17.5%
$50M to $75M	22.5%	$50M to $70M	22.5%
$75M to $100M	27.5%	$70M and up	16%
$100M to $150M	32.5%
$150M to $200M	35%
$200M to $300M	40%
$300M to $350M	30%
$350M to $800M	20%
$800M and up	50%

Beginning on January 1, 2014, the calculation of AGR will not include the dollar amount of non-cashable vouchers, coupons, and electronic promotions redeemed by wagerers up to 30% of AGR.

Bill 1739 also establishes the Division of Internet Gambling within the Department of Lottery for the purpose of administrating, regulating and enforcing a system of internet gambling in the state. Internet gaming licenses will be available to: (i) entities that hold owners’ licenses for wagering at Illinois riverboats and casinos, (ii) entities that hold electronic gaming licenses for wagering at Illinois racetracks, and (iii) entities that hold Advance Deposit Wagering licenses. An Internet gaming licensee will be assessed a licensed fee of $20,000,000, to be used to offset initial taxes. Taxes are imposed at a rate of 20% of non-fee-based game gross gaming revenue (“GGR”) and 15% of all fee-based game GGR following an initial 5-year license term, where taxes will be imposed at a rate of 10% of non-fee-based game GGR up to $200,000,000 and 7.5% of fee-based game GGR up to $200,000,000.

Bill 1739 terminates the terms of all members of the Illinois Board on the effective date of the bill. The Governor will nominate five new Illinois Board members, subject to confirmation of the Illinois Senate, who meet the following criteria: (i) one member who has at least 10 years of law enforcement experience, (ii) one member who is a certified public accountant, (iii) one member who has 5 years experience as a principal, senior officer, or director of a business, and (iv) one member who is licensed to practice law in Illinois. No more than 3 members of the Illinois Board may be from the same political party.

Finally, Bill 1739 would provide for the following items. It would prohibit gaming industry interests from making certain political contributions. It would require licensees to establish and maintain diversity programs. It would require all gaming operations that begin following January 1, 2013 or relocate following the effective date of Bill 1739 to consist of buildings certified as meeting the U.S. Green Building Council’s Leadership in Energy and Environmental Design standards. It would require licensees to include in public disclosures the name and addresses of all stockholders and directors (if the entity is a corporation), the names and addresses of all members (if the entity is a limited liability company), the names of addresses of all partners (if the entity is a partnership), and the names of all beneficiaries (if the entity is a trust). And it requires the Illinois Board to approve or deny internal controls within 60 days of submission or provide licensees assistance with remedying deficiencies in internal controls. There were no additional amendments filed on Bill 1739 after March 7, 2013, and Bill 1793 expired when the legislative session ended.

In 2015, a number of bills amending the Illinois Act were introduced in the Illinois General Assembly. Illinois Senate Bill 2139 amends the Illinois Act to provide an owners licensee that conducted gambling operations prior to January 1, 2015 a dollar-for-dollar credit against the taxes imposed by the Illinois Act for any money paid to a local government or charitable organization. Illinois Senate Bill 2139 remains in the Senate Assignments committee. Two bills, Illinois House Bill 3170 and Illinois House Bill 3607, amend the Illinois Act to permit land-based gaming operations. Both bills remain in the House Rules Committee. Two

other bills, Illinois House Bill 2939 and Illinois House Bill 3564, would expand gambling in Illinois by providing for additional land-based or riverboat casinos, including within the City of Chicago. Both of these bills are presently in the House Rules Committee. These bills did not pass prior to the adjournment of the General Assembly and expired when the legislative session ended.

On January 11, 2017, the 100th session of the General Assembly convened. State Senator Terry Link introduced Illinois Senate Bill 7, which we will refer to as Bill 7, which would expand gaming in Illinois. Bill 7 would authorize the operation of additional riverboat casinos in the City of Chicago, Danville, one of three municipalities in Lake County, Rockford, one of six townships in Cook County, and in unincorporated Williamson County. The facility in the City of Chicago is authorized for 4,000 gaming positions; the other facilities, with the exception of the one in Williamson County, are authorized for 1,600 positions. The facility in unincorporated Williamson County is authorized for 1,200 positions.

Bill 7 also allows the Illinois Board to award one electronic gaming license to each operator of an Illinois racetrack. Upon payment of certain fees, a racetrack in Cook County that conducted racing in 2016 may receive up to 1,200 positions. A racetrack outside of Cook County that conducted racing in 2016 may receive up to 900 positions. A racetrack outside of Cook County that did not conduct live racing in 2010 may receive up to 350 positions which shall increase to 900 positions in the calendar year following the year in which in conducts 96 live races. An admissions tax of $3 will be imposed on admissions to electronic gaming facilities at Illinois racetracks in addition to a tax on AGR.

Beginning in the fiscal year following the opening of a casino facility in Chicago, the privilege tax imposed on AGR in riverboats will be amended as follows:

Non-Table Games		Table Games
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	10%	0 to $25M	10%
$25M to $50M	17.5%	$25M to $50M	17.5%
$50M to $75M	22.5%	$50M to $70M	22.5%
$75M to $100M	27.5%	$70M and up	16%
$100M to $150M	32.5%
$150M to $200M	35%
$200M to $300M	40%
$300M to $350M	30%
$350M to $800M	20%
$800M and up	50%

Beginning on January 1, 2018, the calculation of AGR will not include non-cashable vouchers, coupons, and electronic promotions redeemed by wagerers up to 30% of AGR.

Bill 7 also makes various other changes related to the regulation and taxation of gaming in Illinois. For instance, with approval of the Board, a riverboat in Tazewell County may relocate to a new location that is no more than 10 miles away from its original location, in a municipality that borders on the Illinois River or is within 5 miles of the city limits of a municipality that borders on the Illinois River. The bill also offers a dollar-for-dollar tax credit of up to $2,000,000 for renovations or construction costs at riverboats in operation prior to January 1, 2011.

As Bill 7 has been filed very early in the 100^th General Assembly, it is expected that the provisions of the bill will change during the legislative process and that further amendments will be offered. Other legislative measures that may impact Boyd Gaming could be offered prior to the adjournment of the General Assembly.

Indiana

The Indiana Riverboat Gaming Act, or the Indiana Act, was passed in 1993 and authorized the issuance of up to eleven Riverboat Owner’s Licenses to be operated from counties that are contiguous to the Ohio River, Lake Michigan and Patoka Lake. Five riverboats operate from counties contiguous to the Ohio River and five operate from counties contiguous to Lake Michigan. Subsequent legislation has amended or modified the Indiana Act, including:  

• Legislation adopted in May 2003 eliminated the Riverboat Owner’s License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka

Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006.

• Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.

• In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations pursuant to the Gambling Games at Racetracks legislation. Each horse track may install up to 2,000 slot machines (“Racino”). The Indiana Gaming Commission may authorize the installation of additional slot machines at each Racino.

• Public Law 255-2015 specifies a process for entering into tribal-state compacts concerning Indian Gaming, a procedure not previously in Indiana law. It should be noted that in May of 2012, the Pokagon Band of Potawatomi Indians submitted to the Bureau of Indian Affairs a fee-to-trust application to take 165 acres of land in South Bend into trust. The proposed development includes a Class III casino-style gaming facility.

• Public Law 255-2015provides for table games at Racinos beginning in 2021 upon application and approval by the Indiana Gaming Commission and further limits the number of gambling games a Racino may offer to 2,200 after January 1, 2021.

• Public Law 212-2016, codified at Indiana Code 4-33-24-1., legalized Fantasy Sports play in Indiana.

• Public Law 72-2016, codified at Indiana Code 4-33-4-3.5, amended existing law and now requires all licensed owners and operating agent to pay to the commission a special Workers Compensation Fee of $12,000 per year in exchange for the removal of the requirement to reimburse Workers Compensation costs incurred by Gaming Enforcement Agents and support staff.

The Indiana Act and rules promulgated thereunder provide for the strict regulation of the facilities, persons, associations and practices related to gaming operations. The Indiana Act vests the seven member Indiana Gaming Commission with the power and duties of administering, regulating and enforcing riverboat gaming in Indiana. In 2005 the Indiana Act was amended to change the residency requirements of Indiana Gaming Commission members requiring only one member, rather than three, reside in counties contiguous to Lake Michigan and to the Ohio River. The Indiana Gaming Commission’s jurisdiction extends to every person, association, corporation, partnership and trust involved in any riverboat gaming operation located in the State of Indiana.  

The Indiana Act requires that the owner of a riverboat gambling operation hold a Riverboat Owner’s License issued by the Indiana Gaming Commission. The applicants for a Riverboat Owner’s License must submit a comprehensive application and the substantial owners and key persons must submit personal disclosure forms. The company, substantial owners and key persons must undergo an exhaustive background investigation prior to the issuance of a Riverboat Owner’s License. A person who owns or will own five percent of a Riverboat Owner’s License must automatically undergo the background investigation. The Indiana Gaming Commission may investigate any person with any level of ownership interest. The Operating Agent of an Orange County riverboat and Racino licensees undergo the same background investigation as a Riverboat Licensee. If the holder of a Riverboat license, the Riverboat Licensee or the Operating Agent is a publicly-traded corporation, its Articles of Incorporation must contain language concerning transfer of ownership, suitability determinations and possible divestiture of ownership if a shareholder is found unsuitable.  

A Riverboat Owner’s License and Operating Contract entitle the licensee or the Operating Agent to operate one riverboat. The Indiana Act was amended in May 2003 to allow a person to hold up to one hundred percent of two individual Riverboat Owner’s Licenses. In addition, a transfer fee of two million dollars will be imposed on a Riverboat Licensee who purchases or otherwise acquires a controlling interest in a second Indiana Riverboat Owner’s License.  

Pursuant to language that became effective on July 1, 2009, each riverboat licensee, Operating Agent and Racino licensee must execute and submit a Power of Attorney and name a Trustee who would operate the casino and related facilities if a statutory event occurs and the Indiana Gaming Commission adopts a resolution authorizing the Trustee to temporarily conduct the riverboat gambling operations. Specifically, the Indiana Gaming Commission may adopt a resolution authorizing a Trustee to temporarily conduct riverboat gambling operations if any of the following occurs: (i) The Indiana Gaming Commission revokes the owner’s license; (ii) the Indiana Gaming Commission declines to the renew the owner’s license; (iii) a proposed transferee is denied a license when attempting to purchase a riverboat and current owner is unable or unwilling to retain ownership of the riverboat; or (iv) a licensee agrees, in writing, to relinquish control of a riverboat to a trustee as approved by the Indiana Gaming Commission. The Power of Attorney and potential Trustees had to be submitted by November 1, 2009. Blue Chip’s Power of Attorney and its proposed Trustee were initially approved by the Indiana Gaming Commission at its March 4, 2009, business meeting and last approved August 18, 2016. The approval of the Trustee is annual and coincides with the annual renewal of the Casino Owner’s License. 

All riverboats must comply with applicable federal and state laws including, but not limited to, U.S. Coast Guard regulations. Each riverboat must be certified to carry at least five hundred passengers and be at least one hundred fifty feet in length. Those riverboats located in counties contiguous to the Ohio River must replicate historic Indiana steamboat passenger vessels of the

nineteenth century. Public Law 255-2015 allows for inland casinos on adjacent and existing casino. Two casinos appear to be prepared to avail themselves of this provision and build new land based facilities. Originally, the Indiana Act did not limit the number of gaming positions allowed on each riverboat. Public Law 255-2015 now sets a limit, whether inland or on the existing riverboat, at the highest number since January 1, 2007. The only limitation on the number of permissible patrons previously allowed was established by the U.S. Coast Guard Certificate of Inspection in the specification of the riverboat’s capacity. In 2005 the Indiana Act was amended to allow the Indiana Gaming Commission to adopt an alternative certification process if the U.S. Coast Guard discontinues issuing Certifications of Inspections to Indiana riverboats. On June 7, 2007, the Indiana Gaming Commission adopted the Guide for Alternate Certification of Continuously Moored, Self-Propelled, Riverboat Gaming Vessels in the State of Indiana. Vessels with an existing Certificate of Inspection operating as a dockside riverboat casino will be accepted as-is into the Alternative Certification program, subject to satisfactory completion of the United States Coast Guard procedures for becoming a Permanently Moored Vessel and a satisfactory inspection by ABS Consulting. Upon surrendering the United States Coast Guard Certificate of Inspection rules and regulation of the Occupational Health and Safety Administration will apply to the vessel and its crew, including casino personnel.  

The Indiana Gaming Commission, after consultation with the Corps, may determine those navigable waterways located in counties contiguous to Lake Michigan or the Ohio River that are suitable for riverboats. If the Corps rescinds approval for the operation of a riverboat gambling facility, the Riverboat Owner’s License issued by the Indiana Gaming Commission is void and the Riverboat Licensee may not commence or must cease conducting gambling operations.  

The initial Riverboat Owner’s License ran for a period of five years. Thereafter, the license is subject to renewal on an annual basis upon a determination by the Indiana Gaming Commission that it continues to be eligible to hold a Riverboat Owner’s License pursuant to the Indiana Act and rules promulgated thereunder. After the expiration of the initial license, the Riverboat Owner’s License must be renewed annually with each Riverboat Licensee undergoing a complete reinvestigation every three years. The Indiana Gaming Commission reserves the right to investigate Riverboat Licensees at any time it deems necessary. The initial license was issued to Blue Chip Casino, Inc., the predecessor to Blue Chip Casino, LLC, in August of 1997. Blue Chip underwent a reinvestigation in 2015 and its license was renewed. The license is valid for a period of one year and must be renewed annually. Blue Chip's license was renewed in August 2016 for the period August 18, 2016 to August 17, 2017 and its next required reinvestigation will occur in 2018. The Operating Contract for an Orange County riverboat is valid for a period of twenty years. However, the Operating Agent is to be reinvestigated every three years to determine continued suitability. In addition, the Indiana Gaming Commission has the right to reinvestigate the Operating Agent at any time it deems necessary. Racino licenses must be renewed annually with a reinvestigation every three years.

Pursuant to legislation enacted in 2009, all riverboat licensees, Operating Agents, and Racino licensees must submit to the Indiana Gaming Commission for approval a proposed Power of Attorney identifying the person who would temporarily operate the facility on a temporary basis and upon approval of the Indiana Gaming Commission (“Trustee”). The Trustee is to operate the facility if one of the following occurs: (i) the Indiana Gaming Commission revokes the license or the Operating Agreement; (ii) the Indiana Gaming Commission does not renew a license or an Operating Agent contract; (iii) a proposed transferee of a license or Operating Agent is denied a license or an Operating Agent Contract and the licensee or Operating Agent is unwilling to retain ownership of the riverboat or Racino; or (iv) the licensee agrees, in writing, to relinquish control to a trustee approved by the Indiana Gaming Commission. The Indiana Gaming Commission will establish a deadline for all licensees and Operating Agents to submit a proposed Power of Attorney. After the deadline passes the Indiana Gaming Commission may not renew a license or Operating Agent Contract until the Power of Attorney is submitted and the Indiana Gaming Commission has approved the Power of Attorney and the proposed trustee. If the Indiana Gaming Commission adopts a resolution authorizing a trustee to temporarily operate a riverboat or a Racino the licensee will have 180 days from the date the resolution is adopted to sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. If the riverboat or Racino is not sold within 180 days the trustee may sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. All licensees must apply for and hold all other licenses necessary for the operation of a riverboat gambling operation, including, but not limited to, alcoholic beverage licenses and food preparation licenses.  

Neither the Riverboat Owner’s License nor the Operating Contract may be leased, hypothecated or have money borrowed or loaned against it. An ownership interest in a Riverboat Owner’s License or an Operating Contract may only be transferred in accordance with the Indiana Act and rules promulgated thereunder.  

The Indiana Act does not limit the amount a patron may bet or lose. Minimum and maximum wagers for each game are set by the Riverboat Licensee or an Operating Agent. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager on a riverboat. A person at least 18 years of age may be present on a riverboat only if that person has applied for and received an occupational license but a person under 21 may not deal or otherwise participate in the gambling games. Wagers may only be taken from a person present on the riverboat. All electronic gaming devices must pay out in a theoretical range that is at least eighty but less than one hundred percent of the amount wagered. In addition, in May 2003,

the Indiana General Assembly adopted legislation authorizing twenty-four hour operation for all Indiana riverboats upon application to, and approval by, the Indiana Gaming Commission. The Indiana Gaming Commission had previously allowed only twenty-one hour gaming. As a result of the legislative change and upon receipt of the requisite approval, Blue Chip commenced twenty-four hour gaming on August 1, 2003.

Pursuant to legislation adopted in May 2003, the Indiana Gaming Commission adopted rules to establish and implement a voluntary exclusion program that requires, among other things, (i) that persons who participate in the voluntary exclusion program be included on a list of persons excluded from all Indiana riverboats, (ii) that persons who participate in the voluntary exclusion program may not seek readmittance to Indiana riverboats, (iii) Riverboat Licensees and Operating Agents must make reasonable efforts, as determined by the Indiana Gaming Commission, to cease all direct marketing efforts to a person participating in the voluntary exclusion program, and (iv) a Riverboat Licensee or Operating Agent may not cash a check of, or extend credit to, a person participating in the voluntary exclusion program. The voluntary exclusion program does not preclude a Riverboat Licensee or Operating Agent from seeking payment of a debt accrued by a person before entry into the voluntary exclusion program. The Indiana Gaming Commission commenced the voluntary exclusion program on July 1, 2004. As of September 2012, 5,869 individuals had enrolled in the program.

The Indiana General Assembly amended the Indiana Act in 2002 to allow riverboats to choose between continuing to conduct excursions or operate dockside. The Indiana Gaming Commission authorized riverboats to commence dockside operations on August 1, 2002. Blue Chip opted to operate dockside and commenced dockside operations on August 1, 2002. Pursuant to the legislation, the tax rate was increased from 20% to 22.5% during any time an Indiana riverboat does not operate dockside. For those riverboats that operate dockside, the following graduated tax rate is applicable: (i) 15% of the first $25 million of adjusted gross receipts, which we refer to as AGR; (ii) 20% of AGR in excess of $25 million, but not exceeding $50 million; (iii) 25% of AGR in excess of $50 million, but not exceeding $75 million; (iv) 30% of AGR in excess of $75 million, but not exceeding $150 million; and (v) 35% of AGR in excess of $150 million, but not exceeding $600 million; (vi) 40% of AGR in excess of $600 million. AGR is based on Indiana’s fiscal year (July 1 of one year through June 30 of the following year). Public Law 229-2013 changed the graduated tax rate for a riverboat that received less than $75,000,000.00 AGR in the preceding state fiscal year by taxing the first $25,000,000.00 at a 5% rate as opposed to the prevailing 15%. However, a riverboat that is taxed at the 5% rate shall pay an additional $2,500,000.00 in any state fiscal year that it exceeds $75,000,000.00 AGR.

Public Law 229-2013 also allows the licensees to deduct not more than $2.5 million from AGR in state fiscal year 2013 attributable to free play wagering (statutorily referred to as “qualified wagering”) and not more than $5 million from AGR for subsequent years ending before July 1, 2016 (new legislation is being considered to extend the free play deduction to additional fiscal years). Public Law 255-2015 extended the deduction permanently and increased the deduction to $7 million.

The Operating Agent in Orange County will pay the wagering tax on the same basis as the other ten Indiana riverboats. The Indiana Act requires that Riverboat Licensees pay a $3.00 admission tax for each person. A riverboat that opts to continue excursions pays the admission tax on a per excursion basis while a riverboat that operates dockside pays the admission tax on a per entry basis. Legislation enacted in April 2007 provides the Indiana Gaming Commission with the authority to adopt rules to determine the point at which a patron is considered admitted to a riverboat. The Orange County Operating Agent must pay a $4.00 admission tax for each person that enters the riverboat. However, Public Law 255-2015 exempted the payment of the admissions tax for the French Lick Casino and creates a fee for each Racino in the amount of $2.250 million per Racino. Racino licensees must pay the following graduated wagering tax: (i) 25% of the first $100 million; (ii) 30% of AGR in excess of $100 million, but not exceeding $150 million; (iii) 35% of AGR in excess of $150 million, but not exceeding $600 million; (iv) 40% of AGR in excess of $600 million. The Indiana Act provides for the suspension or revocation of a license whose owner does not timely submit the wagering or admission tax. Racino licensees must also pay (i) a 3% county slot machines wagering fee not to exceed $8 million in a fiscal year; (ii) an annual $500,00 problem gambling fee; (iii) 15% of its respective AGR to horsemen's purses, horsemen's associations and the gaming integrity fee; and (iv) an annual supplemental fee of 1% AGR to the Operating Agent for the first five years of operation and, thereafter, an annual renewal fee of $100 per slot machine.

In April 2007, the Indiana General Assembly amended the manner in which riverboats are to be taxed for property tax purposes. Retroactive to March 1, 2006, riverboats are to be taxed based on the lowest valuation as determined by an application of each of the following methodologies: (i) cost approach; (ii) sales comparison approach; and (iii) income capitalization approach. Alternatively, the Riverboat Licensee and the respective Township Assessor may reach an agreement regarding the value of the riverboat. All Indiana state excise taxes, use taxes and gross retail taxes apply to sales made on a riverboat. In 2004 the Indiana Supreme Court ruled that vessels purchased out of the State of Indiana and brought into the State of Indiana would be subject to Indiana sales tax. Additionally, the Supreme Court declined to hear an Indiana Tax Court case that determined wagering tax payments made by a riverboat could not be deducted from the riverboat’s adjusted gross income. Finally, for taxable years beginning after December 31, 2014 the adjusted gross income tax rate was lowered from 3.4% to 3.3% thereby lowering the required withholding from qualifying jackpots from 3.4% to 3.3%.

The Indiana Gaming Commission is authorized to conduct investigations into gambling games, the maintenance of equipment, and violations of the Indiana Act as it deems necessary. The Indiana Gaming Commission may subject a Riverboat Licensee, an Operating Agent or a Racino licensee to fines, suspension or revocation of its license or Operating Contract for any conduct that violates the Indiana Act, rules promulgated thereunder or that constitutes a fraudulent act.  

The Riverboat Licensee, Operating Agent and Racino licensees must carry insurance in types and amounts as required by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, neither a Riverboat Licensee, Operating Agent nor a Racino licensee may enter into or perform any contract or transaction in which it transfers or receives consideration that is not commercially reasonable or that does not reflect the fair market value of goods and services rendered or received. All contracts are subject to disapproval by the Indiana Gaming Commission and contracts should reflect the potential for disapproval.  

The Indiana Act places special emphasis on minority and women business enterprise participation in the riverboat industry. The Indiana Gaming Commission recently hired consultants who performed a Statistical Analysis of the Utilization of minority and women business enterprises by Riverboat Licensees and the Operating Agents. Based on the results of that Statistical Analysis Riverboat Licensees, Operating Agents and Racino licensees must establish goals of expending ten and nine-tenths percent of the total dollars spent on construction expenditures with women business enterprises. The Indiana Gaming Commission encourages the purchase of goods and services in the following categories from minority and women business enterprises based on the capacity measurement determined by the Statistical Analysis: (i) Twenty-three and two-tenths percent with minority-owned construction firms; (ii) four and two-tenths percent with minority-owned procurement firms; (iii) two and five-tenths percent with women-owned procurement firms; (iv) eleven and two-tenths percent with minority-owned professional services firms; (v) seven and eight-tenths percent with women-owned professional services firms; (vi) two and nine-tenths percent of other expenditures with minority-owned firms; and (vii) one and eight-tenths percent with other women-owned firms. Riverboat Licensees, Operating Agents and Racino licensees may be subject to a disciplinary action for failure to meet the minority and women business enterprise expenditure goals.  

By rule promulgated by the Indiana Gaming Commission, a Riverboat Licensee or affiliate may not enter into a debt transaction in excess of $1 million without the prior approval of the Indiana Gaming Commission. A debt transaction is any transaction that will result in the encumbrance of assets. Unless waived, approval of debt transactions requires consideration by the Indiana Gaming Commission at two business meetings. The Indiana Gaming Commission, by resolution, has authorized the Executive Director, subject to subsequent approval by the Indiana Gaming Commission, to approve debt transactions after a review of the documents and consultation with the Chair and the Indiana Gaming Commission’s outside financial analyst.  

A rule promulgated by the Indiana Gaming Commission requires the reporting of currency transactions to the Indiana Gaming Commission after the transactions are reported to the federal government. Indiana rules also require that Riverboat Licensees track and maintain logs of transactions that exceed $3,000. The Indiana Gaming Commission has promulgated a rule that prohibits distributions, excluding distributions for the payment of taxes, by a Riverboat Licensee to its partners, shareholders, itself or any affiliated entity if the distribution would impair the financial viability of the riverboat gaming operation. The Indiana Gaming Commission has also promulgated a rule mandating Riverboat Licensees to maintain a cash reserve to protect patrons against defaults in gaming debts. The cash reserve is to be equal to a Riverboat Licensee’s average payout for a three-day period based on the riverboat’s performance the prior calendar quarter. The cash reserve can consist of cash on hand, cash maintained in Indiana bank accounts and cash equivalents not otherwise committed or obligated.

In January 2011, the Indiana Gaming Commission extended an Emergency Rule originally promulgated based on two Supreme Court decisions clearly establishing the Indiana Gaming Commission’s authority over Local Development Agreements between Riverboat, Contracting Agent and Racino licensees and the local community in which each is located. The Emergency Rule requires recipients of local development payments to follow specific guidelines to promote openness and transparency in the receipt, dissemination and use of the payments. SB 325, which has passed the Senate and has been sent to the House for its consideration, tracts the language of the Emergency Rule.  

The Indiana Act prohibits contributions to a candidate for a state legislative or local office or to a candidate’s committee or to a regular party committee by:

• a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;

• a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;

• a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or

• a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.

The prohibition against political contributions extends for three years following a change in the circumstances that resulted in the prohibition.  

Individuals employed on a riverboat and in certain positions must hold an occupational license issued by the Indiana Gaming Commission. Suppliers of gaming equipment and gaming or revenue tracking services must hold a supplier’s license issued by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, Riverboat Licensees, Operating Agents and Racino Licensees who employ non-licensed individuals in positions requiring licensure or who purchase supplies from a non-licensed entity may be subject to a disciplinary action.  

Louisiana

In the State of Louisiana, we, through our wholly owned subsidiaries, own and operate five gaming properties: Treasure Chest Casino in Kenner, Delta Downs Racetrack, Casino & Hotel in Vinton, Sam's Town Hotel and Casino in Shreveport, Evangeline Downs Racetrack and Casino in Opelousas and the Amelia Belle Casino in Amelia. Through Evangeline Downs, we also operate three off-track betting facilities, which contain Video Draw Poker Devices. The operation and management of these riverboat casinos, slot machine operations at certain racetracks, live racing facilities, off-track betting facilities and video poker operations in Louisiana are subject to extensive state regulation. The Louisiana Riverboat Economic Development and Gaming Control Act, or the Riverboat Act, became effective on July 19, 1991. The Louisiana Pari-Mutuel Live Racing Facility Economic Redevelopment and Gaming Control Act, or the Slots Act, became effective on July 9, 1997. The Video Draw Poker Act became effective July 30, 1991. The statutory scheme regulating live and off-track betting, or the Horse Racing Act, has been in existence since 1958.

The Riverboat Act states, among other things, that certain of the policies of the State of Louisiana are:

• to develop a historic riverboat industry that will assist in the growth of the tourism market;

• to license and supervise the riverboat industry from the period of construction through actual operation;

• to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and

• to license all entities involved in the riverboat gaming industry.

The Slots Act states, among other things, that certain policies of the State of Louisiana are:

• to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and

• to regulate and license owners of such facilities.

The Horse Racing Act states, among other things, that certain policies of the State of Louisiana are:

• to encourage the development of horse racing with pari-mutuel wagering on a high plane;

• to encourage the development and ownership of race horses;

• to regulate the business of racing horses and to provide the orderly conduct of racing;

• to provide financial assistance to encourage the business of racing horses; and

• to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.

Both the Riverboat Act and the Slots Act make it clear, however, that no holder of a license or permit possesses any vested interest in such license or permit and that the license or permit may be revoked at any time.

In a special session held in April 1996, the Louisiana legislature passed the Louisiana Gaming Control Act, or the Gaming Control Act, which created the Louisiana Gaming Control Board, or the Gaming Control Board. Pursuant to the Gaming Control Act, all of the regulatory authority, control and jurisdiction of licensing for both riverboats and slot facilities was transferred to the Gaming Control Board. The Gaming Control Board came into existence on May 1, 1996 and is made up of nine members and two ex-officio members (the Secretary of Revenue and Taxation and the superintendent of Louisiana State Police). It is domiciled in Baton Rouge and regulates riverboat gaming, the land-based casino in New Orleans, racetrack slot facilities and video poker. The Attorney General acts as legal counsel to the Gaming Control Board. Any material alteration in the method whereby riverboat gaming, slot facilities or video draw poker is regulated in the State of Louisiana could have an adverse effect on the operations of the Treasure Chest, Delta Downs, Sam's Town Shreveport, Evangeline Downs and Amelia Belle.

Riverboats

The Riverboat Act approved the conducting of gaming activities on a riverboat, in accordance with the Riverboat Act, on twelve separate waterways in Louisiana. The Riverboat Act allows the Gaming Control Board to issue up to fifteen licenses to operate riverboat gaming projects within the state, with no more than six licenses for operation from any one designated waterway. There are presently fifteen licenses issued and all are operating currently.

We and certain of our directors and officers and certain of our key personnel were found suitable to operate riverboat gaming in the State of Louisiana. New directors, officers and certain key employees associated with gaming must also be found suitable by the Gaming Control Board prior to working in gaming-related areas. These approvals may be immediately revoked for a number of causes as determined by the Gaming Control Board. The Gaming Control Board may deny any application for a certificate, permit or license for any cause found to be reasonable by the Gaming Control Board. The Gaming Control Board has the authority to require us to sever our relationships with any persons for any cause deemed reasonable by the Gaming Control Board or for the failure of that person to file necessary applications with the Gaming Control Board.

The current Louisiana riverboat gaming license of Treasure Chest is valid for five years and will expire on May 18, 2020. The Sam's Town Shreveport license is also valid for five years and will expire on March 8, 2020. Amelia Belle's current license is valid for five years and will expire on March 24, 2020.

From roughly 1999 until 2013, Treasure Chest was involved in multiple legal proceedings with Alvin C. Copeland and, after his passing, his estate. Mr. Copeland was an unsuccessful applicant for a riverboat license at the location of our Treasure Chest Casino. However, on November 27, 2013, this matter was amicably resolved and ultimately dismissed by the 19th Judicial District Court in East Baton Rouge Parish, Louisiana.

Annual fees are currently charged to each riverboat project as follows:

• $50,000 per year for the first year and $100,000 for each year thereafter; and

• 21.5% of net gaming proceeds.

Additionally, each local government may charge a boarding fee or admissions tax. Treasure Chest pays the City of Kenner a fee of ($2.50 per passenger boarding the vessel multiplied by 1.2). Sam's Town Shreveport pays admission taxes of up to 5.5% of adjusted gross receipts to various local governmental bodies. Amelia Belle pays St. Mary Parish $15 million per year (subject to adjustment) as admission tax. Any increase in these fees or taxes could have a material and detrimental effect on the operations of Treasure Chest, Sam's Town and Amelia Belle.

Slot Facilities

The Slots Act allows for four separate "eligible facilities" to operate slot machines at live horse racing pari-mutuel facilities (one each in Calcasieu Parish, St. Landry Parish, Bossier Parish and Orleans Parish). Each facility, with the exception of Orleans Parish, may, upon proper licensure, operate slot machines in a designated gaming space of up to 15,000 square feet.

Gaming licenses and approvals of slot operations are issued by the Gaming Control Board, and are subject to revocation for any cause deemed reasonable by the Gaming Control Board. Our operation of slot machines at Delta Downs and Evangeline Downs is subject to strict regulation by the Gaming Control Board and the Louisiana State Police. Extensive regulations concerning accounting, internal controls, underage patrons and other aspects of slot machine operations have been promulgated by the Gaming Control Board. Failure to adhere to these rules and regulations can result in substantial fines and the suspension or revocation of the license to conduct slot machine operations. Any failure to comply with the Louisiana Gaming Control Board's rules or regulations in the future could ultimately result in the revocation of our license to operate slot machines at Delta Downs and Evangeline Downs.

Annual Fees and taxes currently charged Delta Downs and Old Evangeline Downs under the Slots Acts are as follows:

• 15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;

• 3% of the annual net slot machine proceeds dedicated to horse breeders associations;

• 18.5% taxable net slot machine proceeds are paid to the state;

• For Delta Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities only on those days when there are scheduled live races at its racetrack (currently Thursdays through Sundays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m.; and

• For Evangeline Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings from one hour before post time until one hour after the conclusion of racing; during periods when it is not conducting race meetings, on all persons entering on Thursday through Monday from 12 p.m. until 12 a.m. each day.

Gaming Control Board

At any time, the Gaming Control Board may investigate and require the finding of suitability of any stockholder, beneficial stockholder, officer or director of Boyd Gaming or of any of its subsidiaries. The Gaming Control Board requires all holders of more than a 5% interest in the license holder to submit to suitability requirements. Additionally, if a shareholder who must be found suitable is a corporate or partnership entity, then the shareholders or partners of the entity must also submit to investigation. The sale or transfer of more than a 5% interest in any riverboat or slot project is subject to Gaming Control Board approval.

Pursuant to the regulations promulgated by the Gaming Control Board, all licensees are required to inform the Gaming Control Board of all debt, credit, financing and loan transactions, including the identity of debt holders. Our subsidiaries, Treasure Chest Casino, L.L.C., Boyd Racing, L.L.C., Red River Entertainment of Shreveport, L.L.C. (Sam's Town Shreveport), Old Evangeline Downs, LLC and Belle of Orleans, LLC (Amelia Belle) are licensees and are subject to these regulations. In addition, the Gaming Control Board, in its sole discretion, may require the holders of such debt securities to file applications and obtain suitability certificates from the Gaming Control Board. Although the Riverboat Act and the Slots Act do not specifically require debt holders to be licensed or to be found suitable, the Gaming Control Board retains the discretion to investigate and require that any holders of debt securities be found suitable under the Riverboat Act or the Slots Act. Additionally, if the Gaming Control Board finds that any holder exercises a material influence over the gaming operations, a suitability certificate will be required. If the Gaming Control Board determines that a person is unsuitable to own such a security or to hold such an indebtedness, the Gaming Control Board may propose any action which it determines proper and necessary to protect the public interest, including the suspension or revocation of the license. The Gaming Control Board may also, under the penalty of revocation of license, issue a condition of disqualification naming the person(s) and declaring that such person(s) may not:

• receive dividends or interest in debt or securities;

• exercise directly or through a nominee a right conferred by the securities or indebtedness; receive any remuneration from the licensee;

• receive any economic benefit from the licensee; or

• continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.

Any violation of the Riverboat Act, the Slots Act or the rules promulgated by the Gaming Control Board could result in substantial fines, penalties (including a revocation of the license) and criminal actions. Additionally, all licenses and permits issued by the Gaming Control Board are revocable privileges and may be revoked at any time by the Gaming Control Board.

Live Horse Racing

Pari-mutuel betting and the conducting of live horse race meets in Louisiana are strictly regulated by the Louisiana State Racing Commission, which we refer to as the Racing Commission. The Racing Commission is comprised of thirteen members and is domiciled in New Orleans, Louisiana. In order to be approved to conduct a live race meet and to operate pari-mutuel wagering (including off-track betting), an applicant must show, among other things:

• racing experience;

• financial qualifications;

• moral and financial qualifications of applicant and applicant's partners, officers and officials;

• the expected effect on the breeding and horse industry;

• the expected effect on the State's economy; and

• the hope of financial success.

In May 2001, a subsidiary of Boyd Gaming applied for and received approval from the Racing Commission to buy Delta Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Delta Downs facility and to conduct off-track wagering at Delta Downs. The term of each of these licenses is ten years and they renew annually.

In April 2002, Peninsula Gaming (now a subsidiary of Boyd Gaming) applied for and received approval from the Racing Commission to buy Evangeline Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Evangeline Downs facility and to conduct off-track wagering at Evangeline Downs and other locations. The term of each of these licenses is ten years and they renew annually.

Any alteration in the regulation of riverboat casinos, slot machine operations at certain racetracks, or live racing facilities could have a material adverse effect on the operations of Treasure Chest, Delta Downs, Sam's Town Shreveport, Amelia Belle Casino or Evangeline Downs.

Mississippi

The ownership and operation of casino gaming facilities in the State of Mississippi, such as those at Sam's Town Tunica and IP Biloxi, are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission, or the Mississippi Commission.

The Mississippi Gaming Control Act, or the Mississippi Act, is similar to the Nevada Gaming Control Act. The Mississippi Commission has adopted regulations that are also similar in many respects to the Nevada gaming regulations.

The laws, regulations and supervisory procedures of the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;

• the prevention of cheating and fraudulent practices;

• providing a source of state and local revenues through taxation and licensing fees; and

• ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.

The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our business, financial condition and results of operations.

The Mississippi Act provides for legalized gaming in each of the fourteen counties that border the Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county.

Currently, gaming is permissible in nine of the fourteen eligible counties in the state and gaming operations have commenced in seven counties. Traditionally, Mississippi law required gaming vessels to be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters lying south of the counties along the Mississippi Gulf Coast. However, the Mississippi Legislature amended the Mississippi Act to permit licensees in the three counties along the Gulf Coast to establish casino structures that are located in whole or part on shore and land-based casino operations provided the land-based gaming areas do not extend more than 800 feet beyond the nineteen-year mean high water line, except in Harrison County where the 800-foot limit can be extended as far as the greater of 800 feet beyond the 19 year mean high water line or the southern boundary of Highway 90. Due to another change in the interpretation of the Mississippi Act, the Commission has also permitted licensees in approved Mississippi River counties to conduct gaming operations on permanent structures, provided that the majority of the gaming floor in any such structure is located on the river side of the "bank full" line of the Mississippi River.

Our Sam's Town Tunica casino is located on barges situated in a specially constructed basin several hundred feet inland from the Mississippi River. In the past, whether basins such as the one in which our casino barges are located constituted “navigable waters” suitable for gaming under Mississippi law was a controversial issue. The Mississippi Attorney General issued an opinion in July 1993 addressing legal locations for gaming vessels under the Mississippi Act and the Mississippi Commission later approved the location of the casino barges on the Sam's Town Tunica site as legal under the opinion of the Mississippi Attorney General. We believe that Sam's Town Tunica is in compliance with the Mississippi Act and the Mississippi Attorney General's “navigable waters” opinion. However, no assurance can be given that a court ultimately would conclude that our casino barges at Sam's Town Tunica are located on navigable waters within the meaning of Mississippi law. If the basin in which our Sam's Town Tunica casino barges presently are located was not deemed navigable waters within the meaning of Mississippi law, such a decision would have a significant adverse effect on us and our business, financial condition and results of operations. Our IP Biloxi casino is located on permanent structures elevated above the Back Bay of Biloxi.

The Mississippi Act permits unlimited stakes gaming on a 24-hour basis and does not restrict the percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices.

We and any subsidiary of ours that operates a casino in Mississippi (each a “Gaming Subsidiary” and together, the “Gaming Subsidiaries”) are subject to the licensing and regulatory control of the Mississippi Commission. We are registered under the

Mississippi Act as a publicly traded corporation, or a Registered Corporation, of Boyd Tunica, Inc., the owner and operator of Sam's Town Tunica, a licensee of the Mississippi Commission, and of Boyd Biloxi, LLC, the owner and operator of IP Biloxi. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of profits from a licensed subsidiary of a Registered Corporation without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals in connection with the licensing of Sam's Town Tunica and IP Biloxi.

A Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period and must be renewed periodically thereafter. Sam's Town Tunica's current gaming license expires on December 3, 2019, and IP Biloxi’s gaming license expires on October 3, 2017.

Certain of our officers and employees and the officers, directors and certain key employees of Sam's Town Tunica and IP Biloxi must be found suitable or approved by the Mississippi Commission. We believe that we have obtained, applied for or are in the process of applying for all necessary findings of suitability with respect to Boyd Gaming, Sam's Town Tunica and IP Biloxi, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Changes in certain licensed positions must be reported to the Mississippi Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Commission has jurisdiction to disapprove a change in any corporate position or title and such changes must be reported to the Mississippi Commission. The Mississippi Commission has the power to require us and our Gaming Subsidiaries to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in such capacities. Determination of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi.

At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any record or beneficial stockholder of Boyd Gaming. The Mississippi Act requires any person who acquires more than five percent of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, or SEC, to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than ten percent of any class of voting securities of a Registered Corporation, as reported to the SEC, must apply for a finding of suitability by the Mississippi Commission and must pay the costs and fees that the Mississippi Commission incurs in conducting the investigation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners.

The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of five percent or more of any class of voting securities of a Registered Corporation. However, under certain circumstances, an “institutional investor,” as defined in the Mississippi Commission's regulations, which acquires more than ten percent, but not more than fifteen percent, of the voting securities of a Registered Corporation may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations, or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes include:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

• such other activities as the Mississippi Commission may determine to be consistent with such investment intent.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial

ownership of our securities beyond such time as the Mississippi Commission prescribes, may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any Gaming Subsidiary owned by us, the company involved:

• pays the unsuitable person any dividend or other distribution upon such person's voting securities;

• recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;

• pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or

• fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission, in its discretion, may require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security if the Mississippi Commission has reason to believe that the ownership of the debt security by the holder would be inconsistent with the declared policies of the State of Mississippi.

Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation.

If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation maybe sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by the unsuitable person in connection with those securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

Each Gaming Subsidiary must maintain in Mississippi a current ledger with respect to the ownership of its equity securities and we must maintain in Mississippi a current list of our stockholders which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver of this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time.

Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation or a Gaming Subsidiary must be reported to or approved by the Mississippi Commission. A Gaming Subsidiary may not make a public offering of its securities but may pledge or mortgage casino facilities. A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to the offering. We have received a waiver of the prior approval requirement with respect to public offerings and private placements of securities, subject to certain conditions, including the ability of the Mississippi Commission to issue a stop order with respect to any such offering if the staff determines it would be necessary to do so.

Under the regulations of the Mississippi Commission, a Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by the security issued by the affiliated company, without the prior approval of the Mississippi Commission. A pledge of the stock of a Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission.

Moreover, restrictions on the transfer of an equity security issued by a Gaming Subsidiary or its holding companies and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Commission. We have obtained approvals from the Mississippi Commission for such guarantees, pledges and restrictions in connection with offerings of securities, subject to certain restrictions, but we must obtain separate prior approvals from the Mississippi Commission for pledges and stock restrictions in connection with certain financing transactions. Moreover, the regulations of the Mississippi Commission require us to file a Loan to Licensees and Lease Transaction Report with the Mississippi Commission within thirty (30) days following certain financing transactions and the offering of certain debt securities. If the Mississippi Commission were to deem it appropriate, the Mississippi Commission could order such transaction rescinded.

Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements or any act or conduct by a person by which he or she obtains control, may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission also may require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and found suitable as part of the approval process relating to the transaction.

The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi's gaming industry and further Mississippi's policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi's gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation's board of directors in response to a tender offer made directly to the Registered Corporation's shareholders for the purpose of acquiring control of the Registered Corporation.

Neither we nor any Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of, or a waiver of such approval by, the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We previously have obtained, or otherwise qualified for, a waiver of foreign gaming approval from the Mississippi Commission for operations in other jurisdictions in which we conduct gaming operations and will be required to obtain approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi; provided, however, that such a waiver shall be automatically granted under the Mississippi Commission's regulations in connection with foreign gaming activities (except for internet gaming activities) conducted (i) within the fifty (50) states or any territory of the United States, (ii) on board any cruise ship embarking from a port located therein, and (iii) in any other jurisdiction in which a casino operator's license or its equivalent is not required in order to legally conduct gaming operations.

If the Mississippi Commission were to determine that we or our Gaming Subsidiaries had violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals and the license of such Gaming Subsidiary, subject to compliance with certain statutory and regulatory procedures. In addition, we, the Gaming Subsidiary and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us and our business, financial condition and results of operations.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi and to the counties and cities in which a Gaming Subsidiary's operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually. Generally, gaming fees and taxes are based upon the following:

• a percentage of the gross gaming revenues received by the casino operation;

• the number of gaming devices operated by the casino; or

• the number of table games operated by the casino.

The license fee payable to the State of Mississippi is based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings) and the current maximum tax rate imposed is eight percent of all gaming receipts in excess of $134,000 per month. The foregoing license fees we pay are allowed as a credit against our Mississippi income tax liability for the year paid. The gross revenues fee imposed by Tunica County in which Sam's Town Tunica is located and the City of Biloxi in which IP Biloxi is located equals approximately four percent of the gaming receipts.

The Mississippi Commission's regulations require as a condition of licensure that a project include a 500-car or larger parking facility in close proximity to the casino complex, a 300-room or larger hotel of at least a three diamond rating as defined by an acceptable travel publication as determined by the Mississippi Commission, a restaurant capable of seating at least 200 people and a fine dining facility capable of seating at least 75 people, a casino floor of at least 40,000 square feet and have (or support) an amenity that will be unique to the market, encourage economic development and promote tourism. Such regulations apply to new casinos or acquisitions of closed casinos. Sam's Town Tunica and IP Biloxi were both grandfathered under a prior version of the regulation and are exempt from the current regulation’s requirements.

The sale of alcoholic beverages by Sam's Town Tunica and IP Biloxi is subject to licensing, control and regulation by both the local jurisdiction and the Alcoholic Beverage Control Division, or ABC, of the Mississippi Department of Revenue. Each is located in an area designated as special resort area, which allows the property to serve alcoholic beverages on a 24-hour basis. If the ABC laws are violated, the ABC has the full power to limit, condition, suspend or revoke any license for the serving of alcoholic beverages or to place such licensee on probation with or without conditions. Any such disciplinary action could (and revocation would) have a significant adverse effect upon us and our business, financial condition and results of operations. Certain of our officers and managers at Sam's Town Tunica and IP Biloxi must be investigated by the ABC in connection with our liquor permits and changes in certain key positions must be approved by the ABC.

Iowa

Our Diamond Jo and Diamond Jo Worth operations are subject to Chapter 99F of the Iowa Code and the regulations promulgated under that Chapter, and the licensing and regulatory control of the Iowa Racing and Gaming Commission (“IRGC” or “Commission”). Our licenses held by Diamond Jo, LLC (“DJL”) and Diamond Jo Worth, LLC, (“DJW”) are subject to annual renewal and are further dependent upon successful annual license renewal of our respective “qualified sponsoring organizations,” Dubuque Racing Association, Ltd. (“DRA”) and Worth County Development Authority (“WCDA”).

The legislation permitting gambling in Iowa authorizes the granting of licenses to conduct gambling games to “qualified sponsoring organizations.” A “qualified sponsoring organization” is defined as a nonprofit corporation organized under Iowa law, whether or not exempt from federal taxation, or a person or association that can show to the satisfaction of the Commission that the person or association is eligible for exemption from federal income taxation under Sections 501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the Internal Revenue Code. Such nonprofit corporation may operate the excursion gambling boat or gambling structure itself, or it may enter into an agreement with another operator to operate the boat or structure on its behalf. An operator must be approved and licensed by the Commission. DRA, a nonprofit corporation originally organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received an excursion gambling boat license in 1990 and has been licensed as the “qualified sponsoring organization” of the Diamond Jo Casino since March 18, 1993. DRA entered into an operating agreement (the “DRA Operating Agreement”) with Greater Dubuque Riverboat Entertainment Company, L.C., the previous owner and operator of the Diamond Jo Casino, authorizing Greater Dubuque Riverboat Entertainment Company, L.C. to operate excursion gambling boat gaming operations in Dubuque. The Commission approved the DRA Operating Agreement on March 18, 1993. We assumed the rights and obligations of Greater Dubuque Riverboat Entertainment Company, L.C. under the DRA Operating Agreement.

During 2005, the DRA Operating Agreement was amended to provide for, among other things, the extension of the agreement through December 31, 2018. The Agreement also authorized the DRA to operate up to 1,500 gaming positions at Mystique, a greyhound racetrack that DRA operates under a separate license. On November 13, 2014, the Commission approved a request by DRA to conduct gambling games at a gambling structure instead of a racetrack enclosure effective January 1, 2015. This change was in response to a 2014 law change allowing DRA to maintain a license to conduct gambling games at Mystique without the requirement of scheduling performances of live dog races. DJL pays the DRA 4.5% of DJL’s adjusted gross receipts (the gross receipts less winnings paid to wagerers) from gaming operations of DJL. These payments approximated $2.8 million, $3 million and $3.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

In 2007, DJL entered into an Amended and Restated Port of Dubuque Public Parking Facility Development Agreement with the City of Dubuque, Iowa (“the City”). Pursuant to that agreement, DJL agreed to and has now completed construction of a land-based casino of not less than one hundred forty thousand (140,000) square feet of floor space. DJL is obligated to pay the full

property taxes on the casino development and valuation of the property is subject to a minimum assessment agreement. DJL further agreed to escrow funds for the City to construct a parking facility. The parking garage has been completed and DJL is obligated to pay the reasonable and necessary actual operating costs incurred by the City for the operating, security, repair and maintenance of that Public Parking Facility and to contribute $80 per parking space (adjusted by the Consumer Price Index) annually to a Sinking Fund from which certain of those expenses are withdrawn. As part of that agreement the City agreed to make the parking garage available for public use 24 hours/day and 7 days/week subject to certain emergency situations. The parking garage was largely funded through tax increment financing over a 30-year period and the parking agreement between the City and DJL continues for the life of the Public Parking Facility. The development agreement was amended June 11, 2009 to provide parking privileges in the public parking facility for DJL’s customer valet parking and for certain management personnel. The amendment agreement terminates June 18, 2029.

In a separate agreement with the City, DJL leases certain real property, including various parking lots around the casino. The lease term has been extended through December 2018. The current lease calls for lease and parking payments of $500,000 annually as of 2009-10 with a cost of living adjustment thereafter. However, under the DRA Operating Agreement, the DRA is required to reimburse DJL for rent payments paid to the City described in this paragraph up to $500,000 per year. In addition, DJL subleases certain property leased by the City to DRA at the cost of $1 per year.

The Worth County Development Authority (“WCDA”), a nonprofit corporation, was organized on July 14, 2003 for the purpose of serving as a “qualified sponsoring organization” for an excursion gambling boat licensed in Worth County, Iowa. Pursuant to an operating agreement with the WCDA (the “WCDA Operating Agreement”), DJW is entitled to own and operate a gambling facility in Worth County, Iowa. As the “qualified sponsoring organization” for DJW, WCDA receives 5.76% of DJW’s adjusted gross receipts from gaming operations. In 2014, 2013 and 2012, DJW expensed approximately $4.9 million, $5 million, and $5.3 million, respectively, in payments to WCDA under this agreement. An Amendment to the WCDA Operating Agreement was entered into on October 7, 2014 and was approved by the Commission on November 13, 2014. The First Amendment to Amended and Restated Operator’s Agreement provides for a continuation of the operating agreement until March 31, 2025 with DJW’s right to renew for succeeding ten year periods thereafter as long as gaming is allowed in Worth County pursuant to Iowa Code 99F and as long as DJW has substantially complied with the WCDA Operating Agreement and DJW’s and WCDA’s gaming licenses are renewed and/or in effect

Under Iowa law, a license to conduct gaming may be issued in a county only if the county electorate has approved the gaming. The electorate of Dubuque County, Iowa, which includes the City of Dubuque, approved gaming on May 17, 1994, by referendum, with 80% of the electorate voting in favor of gaming conducted by DJL. The electorate of Worth County, Iowa, approved gaming on June 24, 2003, by referendum, including gaming conducted by DJW, with 75% of the electorate voting in favor. In 2011, the legislature amended the law to remove the requirement for referendums to be conducted every eight years if a proposition to operate gambling games is approved by a majority of the county electorate voting on the proposition in two successive elections. Because both Dubuque County and Worth County have had two successive referendums approving the proposition allowing for the operation of gambling games, no further referendums approving a proposition to operate gambling games are required for DJL and DJW.

Under Iowa law, the legal age for gaming is 21 years of age, and wagering on a “gambling game” is legal when conducted by a licensee on the gaming floor of an “excursion gambling boat” or a "gambling structure." An “excursion gambling boat” is an excursion boat or moored barge and a "gambling structure" is any man-made stationary structure that does not contain a race track and is approved by the Commission. A “gambling game” is any game of chance authorized by the Iowa Racing and Gaming Commission.

In July 1995, legislation was enacted requiring the Commission to cooperate with the gamblers assistance program and to incorporate information regarding the program and its toll-free telephone number in printed materials distributed by the Commission. It also provided that, as a condition of licensing, the Commission could require licensees to have the information available in a conspicuous place.

Legislation enacted in May 2004 required licensees to establish a voluntarily exclusion program, whereby persons may voluntarily ban themselves from all facilities under Iowa Code Chapter 99F for life. That legislation also prohibited cash and credit devices in the wagering area or on the gaming floor and required that the CPA conducting the annual audit be selected by the board of supervisors of the licensee’s county and required that new operating agreements between a qualified sponsoring organization and an operator provide for a minimum distribution for charitable purposes to average at least three percent of the adjusted gross receipts for each license year.

Substantially all of DJL’s and DJW’s material transactions are subject to review and approval by the Commission. All contracts or business arrangements, verbal or written, with any related party or in which the term exceeds three years or the total value of

the contract exceeds $100,000 in a calendar year are agreements that qualify for submission to and approval by the Commission subject to certain limited exceptions. The agreement must be submitted within 30 days of execution and approval must be obtained prior to implementation unless the agreement contains a written clause stating that the agreement is subject to commission approval. Additionally, contracts negotiated between DJL or DJW and a related party must be accompanied by economic and qualitative justification.

We must submit detailed financial, operating and other reports to the Commission. We must file weekly gaming reports indicating adjusted gross receipts received from gambling games. Additionally, we and our qualified sponsoring organizations must file annual audited financial statements covering all financial activities related to our operations for each fiscal year. We must also keep detailed records regarding our equity structure and owners.

Iowa has a graduated wagering tax on excursion gambling boat and gambling structure gaming equal to 5% of the first one million dollars of adjusted gross receipts, 10% on the next two million dollars of adjusted gross receipts and 22% on adjusted gross receipts of more than three million dollars. In addition, Iowa excursion gambling boats and gambling structures share equally in costs of the Commission and related entities to administer gaming in Iowa. For the fiscal year ending December 31, 2014, DJL’s and DJW’s shares of such expenses were approximately $0.8 million each. Further, DJL paid to the City a fee equal to $.50 per admission into the casino through June 30, 2009. In June 2009, DJL and the City entered into an agreement in which DJL agreed to pay to the City a flat fee of $500,000 per year in lieu of the $0.50 per admission fee. In addition, we are obligated to pay .5% of adjusted gross receipts to the city in which we are located or the nearest city of our operation and .5% of adjusted gross receipts to the county where our facilities are located.

In connection with obtaining its gaming license, DJW was required to pay a license fee of $5.0 million payable in five equal annual installments of $1.0 million. DJW paid the final installment in May 2009.

Proposals to amend or supplement Iowa’s gaming statutes are frequently introduced in the Iowa state legislature. In addition, the state legislature sometimes considers proposals to amend or repeal Iowa law and regulations, which could effectively prohibit gaming in gambling structures and excursion gambling boats in the State of Iowa, limit the expansion of existing operations or otherwise affect our operations. Although we do not believe that a prohibition of gaming in Iowa is likely, we can give no assurance that changes in Iowa gaming laws will not occur or that the changes will not have a material adverse effect on our business. Similarly, there could be changes in laws governing prohibition of smoking at our facilities or other laws that would impact our business.

If the Commission decides that a gaming law or regulation has been violated, the Commission has the power to assess fines, revoke, or suspend licenses or to take any other action as may be reasonable or appropriate to enforce the gaming rules and regulations. In addition, annual license renewal is subject to, among other things, continued satisfaction of suitability requirements.

We are required to notify the Commission as to the identity of, and may be required to submit background information regarding, each director, corporate officer and owner, partner, joint venture, trustee or any other person who has a beneficial interest, direct or indirect, in DJL or DJW. The Commission may also request that we provide them with a list of persons holding beneficial ownership interests in DJL or DJW. For purposes of these rules, “beneficial interest” includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Commission may limit, make conditional, suspend or revoke the license of a licensee in which a director, corporate officer or holder of a beneficial interest is found to be ineligible as a result of want of character, moral fitness, financial responsibility, or professional qualifications or due to failure to meet other criteria employed by the Commission.

If the Commission were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or DJL or DJW, all relationships with such person would have to be severed. If any gaming authority, including the Commission, requires any person, including a holder of record or beneficial owner of securities or holder of a “beneficial interest", to be licensed, qualified or found suitable, the person must apply for a license, qualification or finding of suitability within the time period specified by the Commission. The person would be required to pay all costs of obtaining the license, qualification or finding of suitability

Kansas Gaming Regulation

The state gaming regulations in Kansas provide for four designated gaming zones, with a single state sanctioned casino to be located in each such zone. Kansas regulations authorize gaming operations through the execution of management contracts between the State of Kansas and commercial gaming managers. The Lottery Gaming Management Facility Contract (“Management Contract”) confers the exclusive right to operate the lottery gaming business in a designated gaming zone for a period of 15 years from commencement of operations. It provides the Lottery Gaming Facility Manager (the “Gaming Manager”) the right to own

and develop all of the assets of the casino and related amenities (except for lottery facility games, including slot machines and table games) and manage the Lottery Gaming Facility on behalf of the State of Kansas. Subject to the approval of the Executive Director of the Kansas Lottery, the Gaming Manager purchases the lottery facility games on behalf of the State of Kansas and title to the lottery facility games is placed in the name of the State of Kansas for the duration of the contract. If this Management Contract were to eventually expire, title to these games would be transferred to the Gaming Manager if legally permitted, or the games would be sold and the State of Kansas would convey the residual value of such games to the Gaming Manager. The Management Contract also provides the Gaming Manager and the Kansas Lottery with discretion to negotiate the renewal of the Management Contract at the expiration of its term and further provides that if the contract is not renewed, the parties shall enter into good faith negotiations for a new Management Contract on substantially the same terms as contained in the Management Contract. Kansas law additionally allows for the development of racetrack gaming facilities in three of the gaming zones, the Northeast Zone, the Southcentral Zone and the Southeast Zone. These facilities would be allowed to place up to 2,200 slot machines between the three tracks, provided the public in each Gaming Zone approved the expansion of gaming into racetrack facilities. On August 7, 2007, voters in Sedgwick County, Kansas in the Southcentral Gaming Zone rejected the expansion of gaming to the Wichita Greyhound Park in Park City, Kansas. Given the relatively high tax rate and race requirements for racetrack gaming facilities in Kansas, no proposals to establish slots at either of the other gaming zones has been received and the other two racetracks (the Woodlands in Kansas City, Kansas and Camptown in Frontenac, Kansas) have been closed for many years.

On January 14, 2011, the State of Kansas gave its final approval to develop, construct and operate a casino in the South Central Gaming Zone. On December 17, 2011, the Kansas Racing and Gaming Commission (“KRGC”) gave its Final Certification to open the Kansas Star Casino and it was opened to the public on December 20, 2011. On October 15, 2012, the Kansas Lottery consented to and approved the assignment/transfer of the ownership and control of the Management Contract and the Kansas Star Casino to Boyd Gaming Corporation. On November 16, 2012, the KRGC issued its certification and approved Boyd Gaming Corporation as the Gaming Manager for the South Central Zone. Pursuant to the terms of the Management Contract, the State retains 27-31% of gross gaming revenue, based on a tiered revenue structure, and we will receive the balance of gross gaming revenue and retain all non-gaming revenue.

As a Gaming Manager, we are subject to regulation by both the Kansas Lottery Commission and the KRGC. These regulations require us to comply with strict operating, accounting and audit procedures. Additionally, pursuant to the Management Contract, the Executive Director of the Kansas Lottery has approval rights over certain operational areas such as advertising, promotions and marketing materials as well as the purchase, lease, sale or transfer of lottery facility games. Pursuant to the Expanded Lottery Gaming Act, the Gaming Manager, together with all officers, directors, key employees and persons owning directly or indirectly 0.5% or greater interest in a Gaming Manager are required to be certified by the KRGC. Such certification requires the Gaming Manager, entities and individuals to submit to a background investigation, and includes compliance with such security, fitness and background investigations and standards as the Executive Director of the KRGC deems necessary to determine whether such person’s reputation, habits or associations pose a threat to the public interest of the state or to the reputation of or effective regulation and control of the Lottery Gaming Facility or Racetrack Gaming Facility. The KRGC has the power to assess fines, revoke or suspend licenses or to take any other action it deems necessary to comply with Kansas laws, rules and regulations. The KRGC from time to time adopts regulations it considers necessary and appropriate.

On May 14, 2015, the Kansas Senate passed Senate Substitute for House Bill 2074 by a 24 to 12 vote. The bill attempts to encourage development of racetrack gaming facilities in Kansas with the following proposed changes to Kansas law: 1) removal of a minimum $2,500 per slot machine bid process whereby prospective racetrack gaming facility managers bid against existing Lottery Gaming Facility Mangers for the right to place slot machines at one of three gaming zones; 2) eliminated the requirement that at least 100 live greyhound races be conducted per calendar week during race season; 3) reduced the live racing days requirement from 150 per calendar year to 60; 4) eliminated the $3,750 per week cap on the 7% of gross gaming revenue credited to the live horse racing purse supplement fund; 5) eliminated the Northeast Gaming Zone’s racetrack gaming facilities requirement to pay 3% of gross gaming revenues to local governments; 6) changed the requirement for the Southcentral and Southeast Gaming Zones for racetrack facility managers to pay 2% of net (rather than gross) gaming machine revenue to local governments; and 7) changed the above referenced 0.5% certification requirement for racetrack and lottery gaming facilities to 5% . The bill was ruled “materially altered” and on May 18, 2015 was referred to the Kansas House Committee on Calendar and Printing. No further action was taken on the bill during the 2016 Legislative session. Multiple groups interested in the return of horse and dog racing in the State of Kansas have expressed their stated goal to pass HB 2074, or a substantially similar bill to increase the likelihood of racetrack gaming facilities in the State of Kansas during the 2017 Legislative session. Such a bill was introduced at the beginning of the 2017 Legislative session on the 18^th day of January, 2017 in the Kansas Senate. Before any such facility could operate in the Southcentral Zone, legislation would have to be passed to allow for a second vote in Sedgwick County, Kansas. HB 2074 does not currently provide for such a re-vote.

On June 23, 2017, the Kansas Lottery introduced identical bills in the Senate and House Federal and State Committees. The bill attempts to change Kansas law to authorize lottery ticket vending machines in Kansas, such as a keno ticket vending machine,

pull-tab vending machine or an instant bingo vending machine. We anticipate efforts will be made to determine the term “lottery ticket vending machine” to authorize dispensing machines.

XML

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Feb. 21, 2017	Jun. 30, 2016
Entity Information [Line Items]
Entity Registrant Name	BOYD GAMING CORP
Entity Central Index Key	0000906553
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		113,052,125
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,488,771

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 193,862	$ 158,821
Restricted cash	16,488	19,030
Accounts receivable, net	30,371	25,289
Inventories	18,568	15,462
Prepaid expenses and other current assets	46,214	37,250
Income taxes receivable	2,444	1,380
Total current assets	307,947	257,232
Property and equipment, net	2,605,169	2,225,342
Investments in Subsidiaries	0	244,621
Other assets, net	49,205	48,341
Intangible assets, net	881,954	890,054
Goodwill, net	826,476	685,310
Total assets	4,670,751	4,350,900
Current liabilities
Current maturities of long-term debt	30,336	29,750
Accounts payable	84,086	75,803
Accrued liabilities	251,082	249,518
Total current liabilities	365,504	355,071
Long-term debt, net of current maturities and debt issuance costs	3,199,119	3,239,799
Deferred income taxes	83,980	162,189
Other long-term tax liabilities	3,307	3,085
Other liabilities	84,715	82,745
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized	0	0
Common stock, $0.01 par value, 200,000,000 shares authorized; 112,896,377 and 111,614,420 shares outstanding	1,129	1,117
Additional paid-in capital	953,440	945,041
Retained earnings (accumulated deficit)	(19,878)	(437,881)
Accumulated other comprehensive income (loss)	(615)	(316)
Total Boyd Gaming Corporation stockholders’ equity	934,076	507,961
Noncontrolling interest	50	50
Total stockholders’ equity	934,126	508,011
Total liabilities and stockholders’ equity	$ 4,670,751	$ 4,350,900

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	112,896,377	111,614,420
Common stock, shares outstanding	112,896,377	111,614,420
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating revenues:
Gaming	$ 1,820,176	$ 1,847,167	$ 1,799,724
Food and beverage	306,145	307,442	303,404
Room	170,816	163,509	157,427
Other	122,416	123,959	122,237
Gross revenues	2,419,553	2,442,077	2,382,792
Less promotional allowances	235,577	242,645	240,537
Net revenues	2,183,976	2,199,432	2,142,255
Operating costs and expenses:
Gaming	880,716	900,922	888,414
Food and beverage	170,053	168,096	168,730
Room	44,245	41,298	41,132
Other	76,719	80,508	86,166
Selling, general and administrative	322,009	322,420	327,599
Maintenance and utilities	100,020	104,548	109,526
Depreciation and amortization	196,226	207,118	208,915
Corporate expense	72,668	76,941	75,626
Project development, preopening and writedowns		6,907	13,747
Impairments of assets	38,302	18,565	48,681
Other operating items, net	(284)	(907)	(13)
Total operating costs and expenses	1,923,349	1,928,230	1,968,523
Operating income	260,627	271,202	173,732
Other expense (income)
Interest income	(2,961)	(1,858)	(1,879)
Interest expense, net of amounts capitalized	212,692	224,590	230,060
Loss on early extinguishments and modifications of debt	42,364	40,733	1,536
Other, net	545	3,676	48
Total other expense, net	252,640	267,141	229,765
Income (loss) from continuing operations before income taxes	7,987	4,061	(56,033)
Income taxes benefit	197,486	6,634	5,408
Income (loss) from continuing operations, net of tax	205,473	10,695	(50,625)
Income from discontinued operations, net of tax	212,530	36,539	8,987
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest	0	0	(11,403)
Net income (loss)	418,003	47,234	(41,638)
Net (income) loss attributable to noncontrolling interest			(11,403)
Net income (loss) attributable to Boyd Gaming Corporation	$ 418,003	$ 47,234	$ (53,041)
Continuing operations	$ 1.79	$ 0.10	$ (0.46)
Discontinued operations	1.86	0.32	(0.02)
Basic net income (loss) per common share	$ 3.65	$ 0.42	$ (0.48)
Weighted average basic shares outstanding	114,507	112,789	109,979
Continuing operations	$ 1.78	$ 0.10	$ (0.46)
Discontinued operations	1.85	0.32	(0.02)
Diluted net income (loss) per common share	$ 3.63	$ 0.42	$ (0.48)
Weighted average diluted shares outstanding	115,189	113,676	109,979

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Net income (loss)									$ 418,003	$ 47,234	$ (41,638)
Net Income (Loss) Attributable to Parent	$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	418,003	47,234	(53,041)
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities									(299)	(263)	824
Comprehensive income (loss)									417,704	46,971	(51,577)
Less: other comprehensive income (loss) attributable to noncontrolling interest									0	0	0
Less: net income (loss) attributable to noncontrolling interest											11,403
Accumulated Other Comprehensive Loss, Net
Net income (loss)									0	0	0
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities									$ (299)	$ (263)	$ 1,464

XML

Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings/(Accumulated Deficit)	Accumulated Other Comprehensive Loss, Net	Noncontrolling Interest [Member]	Other Member [Member]
Balance at Dec. 31, 2013	$ 650,437	$ 1,082	$ 902,496	$ (432,074)	$ (1,517)	$ 180,450
Balance, shares at Dec. 31, 2013		108,155,002
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(41,638)	$ 0	0	(53,041)	0	11,403
Capital investment attributable to noncontrolling interest	(30)	0	0	0	0	(30)	$ (30)
Unrealized loss on investment available for sale	$ 824	$ 0	(640)	0	1,464	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	562,234	562,234
Stock options exercised, value	$ 4,152	$ 6	4,146	0	0	0
Award of restricted stock units	(2,361)	$ (5)	(2,366)	0	0	0
Award of restricted stock units, shares		559,824
Share-based compensation costs	18,476	$ 0	18,476	0	0	0
Stockholders' Equity, Other	(191,833)	0	0	0	0	(191,833)
Balance at Dec. 31, 2014	438,087	$ 1,093	922,112	(485,115)	(53)	50
Balance, shares at Dec. 31, 2014		109,277,060
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	47,234	$ 0	0	47,234	0	0
Capital investment attributable to noncontrolling interest	0						0
Unrealized loss on investment available for sale	$ (263)	$ 0	0	0	(263)	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	1,301,789	1,301,789
Stock options exercised, value	$ 9,807	$ 13	9,794	0	0	0
Award of restricted stock units	$ (3,672)	$ (6)	$ (3,678)	$ 0	$ 0	$ 0
Stock Issued During Period, Shares, Performance Stock Award, Net	(2,446,000)	481,749	(2,451,000)	0	0	0
Stock Issued During Period, Value, Performance Stock Award, Gross		$ (5)
Award of restricted stock units, shares		553,822
Share-based compensation costs	$ 19,264	$ 0	$ 19,264	$ 0	$ 0	$ 0
Balance at Dec. 31, 2015	$ 508,011	$ 1,117	945,041	(437,881)	(316)	50
Balance, shares at Dec. 31, 2015	111,614,420	111,614,420
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 418,003	$ 0	0	418,003	0	0
Capital investment attributable to noncontrolling interest	0						$ 0
Unrealized loss on investment available for sale	$ (299)	$ 0	0	0	(299)	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	452,898	452,898
Stock options exercised, value	$ 2,940	$ 4	2,936	0	0	0
Award of restricted stock units	(3,368)	$ (6)	(3,374)	0	0	0
Stock Issued During Period, Shares, Performance Stock Award Gross		159,027
Stock Issued During Period, Value, Performance Stock Award, Gross	(867)	$ (2)	(869)	0	0	0
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	(5,812)	$ 0	(5,812)	0	0	0
Award of restricted stock units, shares		670,032
Share-based compensation costs	15,518	$ 0	15,518	0	0	0
Balance at Dec. 31, 2016	$ 934,126	$ 1,129	$ 953,440	$ (19,878)	$ (615)	$ 50
Balance, shares at Dec. 31, 2016	112,896,377	112,896,377

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Gain (Loss) on Disposition of Assets	$ 6,288	$ 0	$ 0
Cash Flows from Operating Activities
Net Income (Loss) Attributable to Parent	418,003	47,234	(53,041)
Net income (loss)	418,003	47,234	(41,638)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations, net of tax	(212,530)	(36,539)	(8,987)
Income from discontinued operations attributable to noncontrolling interest, net of tax	0	0	11,403
Depreciation and amortization	196,226	207,118	208,915
Amortization of debt financing costs and discounts on debt	14,870	21,308	22,377
Share-based compensation expense	15,518	19,264	18,476
Deferred income taxes	(199,051)	16,846	(870)
Impairments of assets	38,302	18,565	48,681
Loss on early extinguishments and modifications of debt	(42,364)	(40,733)	(1,536)
Other operating activities	1,625	2,145	467
Changes in operating assets and liabilities:
Restricted cash	2,542	(923)	2,579
Accounts receivable, net	45	1,971	6,988
Inventories	884	(301)	374
Prepaid expenses and other current assets	1,691	(4,275)	2,161
Current other tax asset	0	1,802	88
Income taxes receivable	(1,064)	(137)	(1,137)
Other assets, net	(626)	922	2,146
Accounts payable and accrued liabilities	(11,824)	13,207	28,572
Other long-term tax liabilities	222	(25,566)	(1,067)
Other liabilities	1,972	2,377	237
Net cash provided by operating activities	302,881	325,751	289,898
Cash Flows from Investing Activities
Capital expenditures	(160,358)	(131,170)	(137,751)
Cash paid for acquisitions, net of cash received	(592,703)	0	0
Proceeds (Payments) from Investments in Subsidiaries	0	0	153
Other investing activities	14,207	4,528	(5,912)
Net cash used in investing activities	(738,854)	(126,642)	(143,510)
Cash Flows from Financing Activities
Proceeds from issuance of senior notes, net	750,000	750,000	0
Debt financing costs, net	(42,220)	(14,004)	(83)
Retirements of senior notes	(700,000)	(657,813)	0
Payments under note payable	0	0	(9)
Proceeds from issuance of non-recourse debt by variable interest entity	(15,750)	(24,246)	0
Share-based compensation activities, net	(1,295)	(3,689)	(1,791)
Other financing activities	(45)	0	30
Net cash provided by (used in) financing activities	(99,247)	(199,724)	(138,321)
Cash flows from operating activities	(27,796)	14,095	32,961
Cash flows from investing activities	598,057	0	(36,470)
Cash flows from financing activities	0	0	(37,055)
Net cash provided by (used in) discontinued operations	570,261	14,095	(40,564)
Change in cash and cash equivalents	35,041	13,480	(32,497)
Cash and cash equivalents, beginning of period	158,821	145,341	140,311
Change in cash classified as discontinued operations	0	0	37,527
Cash and cash equivalents, end of period	193,862	158,821	145,341
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	197,475	178,433	203,758
Cash paid (received) for income taxes, net of refunds	33,723	(1,159)	1,255
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	9,334	7,235	16,844
Increase (decrease) in fair value of derivative instruments	212,692	224,590	230,060
Boyd
Cash Flows from Operating Activities
Net Income (Loss) Attributable to Parent			(53,041)
Net income (loss)	418,003	47,234
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations, net of tax	0	0	0
Depreciation and amortization	8,767	6,179	5,667
Impairments of assets	1,440	0	320
Changes in operating assets and liabilities:
Net cash provided by operating activities	(86,502)	102,080	(39,524)
Cash Flows from Investing Activities
Capital expenditures	(42,840)	48,591	43,164
Cash paid for acquisitions, net of cash received	(592,703)
Proceeds (Payments) from Investments in Subsidiaries
Other investing activities		(3,292)	0
Net cash used in investing activities	(626,393)	(34,099)	(37,864)
Cash Flows from Financing Activities
Borrowings under bank credit facility	2,039,175	1,033,500	830,400
Payments under bank credit facility	(1,466,362)	(1,211,200)	(910,700)
Proceeds from issuance of senior notes, net	750,000	750,000
Debt financing costs, net	(42,220)	14,004	83
Retirements of senior notes	350,000	500,000
Payments under note payable			0
Proceeds from issuance of non-recourse debt by variable interest entity	15,750	(24,246)
Share-based compensation activities, net	1,295	(3,689)	(1,791)
Other financing activities	(45)		30
Net cash provided by (used in) financing activities	714,105	(67,981)	77,390
Cash flows from operating activities	0	0	0
Cash flows from investing activities	0	0	0
Cash flows from financing activities	0	0	0
Net cash provided by (used in) discontinued operations	0	0	0
Change in cash and cash equivalents	1,210	0	2
Cash and cash equivalents, beginning of period	2	2	0
Change in cash classified as discontinued operations			0
Cash and cash equivalents, end of period	1,212	2	2
Peninsula
Cash Flows from Financing Activities
Borrowings under bank credit facility	237,000	345,500	317,400
Payments under bank credit facility	$ (899,750)	(425,150)	(377,150)
Borgata
Cash Flows from Operating Activities
Net Income (Loss) Attributable to Parent		71,997	2,634
Supplemental Schedule of Non-cash Investing and Financing Activities
Increase (decrease) in fair value of derivative instruments		$ 59,681	$ 17,431

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2016, we are a diversified operator of 24 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, which we aggregate 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 and South
Par-A-Dice Hotel Casino	East Peoria, Illinois
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

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.

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”) (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.

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.

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, to MGM Resorts International ("MGM") pursuant to an Equity Purchase Agreement (the "Purchase Agreement") enter 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 with maturities of three months or less at their date of purchase, 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.

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)	2016			2015			2014
Beginning balance, January 1,	$	2,087		$	1,971		$	2,913
Additions due to Acquisitions	87			—			—
Additions	345			361			277
Deductions	(548		)	(245		)	(1,219		)
Ending balance	$	1,971		$	2,087		$	1,971

Inventories

Inventories consist primarily of food and 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.

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. Interest capitalized during the years ended December 31, 2016, 2015 and 2014 was $0.5 million, $0.1 million and $1.4 million, respectively.

Investment in Available for Sale Securities

We have an investment in $21.0 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, 2016 and 2015 was $17.3 million and $17.8 million, respectively. At both December 31, 2016 and 2015, $0.4 million is included in prepaid expenses and other current assets, and $16.8 million and $17.4 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,
2017	$	440
2018	475
2019	510
2020	550
2021	590
Thereafter	18,395
Total	$	20,960

Intangible Assets

Intangible assets include customer relationships, favorable lease rates, development agreements, gaming license rights and trademarks.

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. 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.

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 reasonable 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 reasonable 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 and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual 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-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.

In performing our valuation allowance analysis 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 the year ended December 31, 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 our deferred tax assets would be realized. As a result, in 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.

Our current tax rate is impacted by adjustments that are largely independent of our operating results before taxes.  In the current year, such adjustments relate primarily to the release of the valuation allowance on a significant portion of our deferred tax assets. In the prior year, the adjustments relate primarily to changes in our valuation allowance, the realization of certain unrecognized tax benefits inclusive of the reversal of related accrued interest and impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability.

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-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 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.

The activity comprising our self-insurance reserves is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Beginning balance	$	30,068		$	33,004		$	32,507
Additions
Charged to costs and expenses	79,685			80,311			80,734
Due to acquisitions	14			—			—
Payments made	(78,745		)	(83,247		)	(80,237		)
Ending balance	$	31,022		$	30,068		$	33,004

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2016, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling interest represents the ownership interest in one of our subsidiaries that is held by a third party.

Revenue Recognition

Gaming revenue represents the net win from gaming activities, which is the aggregate difference between gaming wins and losses. The majority of our gaming revenue is counted in the form of cash and chips and therefore is not subject to any significant or complex estimation procedures. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues.

Race revenue recognition criteria are met at the time the results of the event are official.

Room revenue recognition criteria are met at the time of occupancy.

Food and beverage revenue recognition criteria are met at the time of service.

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include 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 and 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 and beverage, and to a lesser extent for other goods or services, depending upon the property.

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	74,937	$	77,177	$	77,751
Food and beverage	146,946		150,598		151,677
Other	13,694		14,870		11,109
Total promotional allowances	$	235,577	$	242,645	$	240,537

The estimated costs of providing such promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	33,514	$	35,605	$	36,837
Food and beverage	130,941		133,717		138,040
Other	12,417		12,290		11,407
Total cost of promotional allowances	$	176,872	$	181,612	$	186,284

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 $321.7 million, $332.1 million and $330.8 million for the years ended December 31, 2016, 2015 and 2014, 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 $32.3 million, $33.4 million and $32.2 million for the years ended December 31, 2016, 2015 and 2014, 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, 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. 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.

The following table discloses the weighted-average assumptions used in estimating the fair value of our significant stock option grants and awards:

	Year Ended December 31,
	2016			2015			2014
Expected stock price volatility	46.62		%	49.06		%	54.14		%
Risk-free interest rate	1.39		%	1.59		%	1.64		%
Expected option life (in years)	5.4			5.3			5.4
Estimated fair value per share	$	7.67		$	9.06		$	5.70

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) 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.

Due to the net loss for the year ended December 31, 2014, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were 913,900 for year ended December 31, 2014.

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 Issued Accounting Pronouncements

Accounting Standards Update 2017-04, Intangibles-Goodwill and Other ("Update 2017-04")

In January 2017, the Financial Accounting Standards Board ("FASB") issued Update 2017-04, which addresses goodwill impairment testing. Instead of determining goodwill impairment by calculating the implied fair value of goodwill, an entity should perform goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. 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 2017-04 to the financial statements.

Accounting Standards Update 2016-18, Statement of Cash Flows ("Update 2016-18")

In November 2016, the FASB issued Update 2016-18, which amends Accounting Standards Codification ("ASC") 230 to add or clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. The 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. The Company is evaluating the impact of the adoption of Update 2016-18 to the financial statements.

Accounting Standards Update 2016-17, Consolidation ("Update 2016-17")

In October 2016, the FASB issued Update 2016-17, which amends the guidance on related parties that are under common control.

The ASU provides guidance on a single decision maker does not consider indirect interest held through related parties as equivalent to direct interests in determining whether it meets the economics criterion to be a primary beneficiary. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-17 to the financial statements.

Accounting Standards Update 2016-16, Income Taxes ("Update 2016-16")

In October 2016, the FASB issued Update 2016-16, which addresses the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is evaluating the impact of the new standard on its consolidated financial statements.

Accounting Standards Update 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. The Accounting Standards Update ("ASU") 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 standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-15 to the financial statements.

Accounting Standards Update 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 financial statements.

Accounting Standards Update 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); Accounting Standards Update 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"); Accounting Standards Update 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing ("Update 2016-10"); and Accounting Standards Update 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08")

In March 2016 through May 2016, the FASB issued Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, which amend and further clarify the new revenue standard, Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09"), which was subsequently amended and deferred in Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14", and collectively with the original standard, Update 2014-09, and subsequent amendments, Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, the "Revenue Standard"). The Revenue Standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Earlier application is permitted only for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is evaluating the impact of the new guidance and has neither determined the full impact this standard may have on our financial statements nor decided upon the planned method of adoption.  Interpretations of the new guidance are on-going and could have a significant impact on our implementation.  Currently, we expect decreases in departmental revenues, since the historical presentation that reflects revenues gross for goods and services given to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net revenues, will no longer be allowed.  We also expect the accounting for our frequent player programs to be impacted, with possible changes to the timing and/or classification of certain transactions within revenues and between revenues and operating expenses.  We will continue to update our assessment of the effects of the new guidance on our financial statements, and we will disclose further those effects when known.

Accounting Standards Update 2016-09, Compensation - Stock Compensation ("Update 2016-09")

In March 2016, the FASB issued Update 2016-09 which simplifies 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 which we anticipate will cause volatility in our future effective tax rate. The Company will adopt this standard in the first quarter 2017. The cumulative effect of this change in accounting method will be recorded as an increase in retained earnings by approximately $15.8 million.

Accounting Standards Update 2016-07, Investments - Equity Method and Joint Ventures ("Update 2016-07")

In March 2016, the FASB issued Update 2016-07 which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2016-02, Leases ("Update 2016-02")

In February 2016, the FASB issued Update 2016-02 which requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The 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. The Company is evaluating the impact of the adoption of Update 2016-02 to the financial statements.

Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("Update 2016-01")

In January 2016, the FASB issued Update 2016-01, which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted only if explicit early adoption guidance is applied. The Company is evaluating the impact of the new standard on its consolidated financial statements.

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.

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Asset Acquisitions

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Asset Acquisitions

ACQUISITIONS AND DIVESTITURES

Acquisition - Cannery Casino Hotel and Nevada Palace, LLC

Overview

On December 20, 2016, Boyd Gaming completed its previously announced acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Eastside Cannery, 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 “Acquisitions”). With the closing of the Acquisitions, each of Cannery and Eastside Cannery became wholly-owned subsidiaries of Boyd. 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.

Consideration Transferred

The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross consideration was $238.6 million.

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management based on its judgment with assistant from preliminary third party appraisals. The excess of the purchase price over the net book value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the Acquisitions based on fair value estimates as of the date of the Acquisitions. 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 no later than third quarter of 2017. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2016.

The following table summarizes the preliminary allocation of the purchase price:

(In thousands)	As Recorded
Current assets	$	29,929
Property and equipment	181,757
Intangible assets	16,330
Total acquired assets	228,016
Current liabilities	15,850
Total liabilities assumed	15,850
Net identifiable assets acquired	212,166
Goodwill	26,401
Net assets acquired	$	238,567

The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives:

(In thousands)	Useful Lives	As Recorded
Land		$	6,650
Buildings and improvements	10 - 40 years	167,208
Furniture and equipment	3 - 7 years	7,264
Construction in progress		635
Property and equipment acquired		$	181,757

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 $10.5 million of acquisition related costs that were expensed for the year ended December 31, 2016. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns".

Acquisition - Aliante Casino + Hotel + Spa

Overview

On September 27, 2016, Boyd Gaming completed the acquisition of ALST, the holding company of Aliante, the owner and operator of the Aliante Casino + Hotel + Spa. Pursuant to the Merger Agreement, Merger Sub merged (the "Merger") with and into ALST, with ALST surviving the Merger. ALST and Aliante are now wholly-owned subsidiaries of Boyd Gaming. Aliante is 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.

Consideration Transferred

The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross consideration was $399.1 million.

Status of Purchase Price Allocation

The Company is following 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 estimated fair values as of the acquisition date, which was determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values has been recorded as goodwill.

The following table summarizes the preliminary allocation of the purchase price:

(In thousands)	As Recorded
Current assets	$	31,886
Property and equipment	226,309
Intangible and other assets	20,791
Total acquired assets	278,986
Current liabilities	5,693
Other liabilities	636
Total liabilities assumed	6,329
Net identifiable assets acquired	272,657
Goodwill	126,489
Net assets acquired	$	399,146

The following table summarizes the preliminary 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	8,217
Construction in progress		642
Property and equipment acquired		$	226,309

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 $2.2 million of acquisition related costs that were expensed for the year ended December 31, 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 or Cannery acquisitions for the period subsequent to their respective acquisitions 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, to MGM, pursuant to an Equity 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 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 do 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 retains 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 will receive payments totaling $72 million to resolve the property tax issues. We will receive 50% of those payments once Borgata receives the payments from the city.

Prior to the sale of our equity interest, the Company and MGM each held a 50% interest in MDDHC, which owns all the equity interests in Borgata. Until the closing of the sale, we were the managing member of MDDHC, and we were responsible for the day-to-day operations of Borgata. On September 30, 2014, MGM reacquired its ownership interest in and its substantive participation rights in the management of Borgata. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests from our balance sheet.

As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value. We determined the fair value of our investment in Borgata as of the date of deconsolidation using a weighted average allocation of both the income and market approach models. Using these models, we determined that the fair value of our investment in Borgata at September 30, 2014, was $221.4 million and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations. We accounted for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation, 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 periods subsequent to the September 30, 2014 deconsolidation of Borgata through the date of divestiture:

	Seven Months Ended		Twelve Months Ended			Three Months Ended
(In thousands)	July 31, 2016		December 31, 2015			December 31, 2014
Net revenues	$	485,510	$	804,166		$	179,147
Operating expenses	366,812		657,324			157,896
Operating income	118,698		146,842			21,251
Interest expense	26,378		59,681			17,431
Loss on early extinguishments of debt	1,628		18,895			740
State income tax expense (benefit)	8,274		(3,731		)	446
Net income	$	82,418	$	71,997		$	2,634

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2016		2015
Land	$	251,316	$	229,857
Buildings and improvements	2,915,664		2,539,578
Furniture and equipment	1,243,724		1,152,277
Riverboats and barges	239,264		238,743
Construction in progress	86,226		42,497
Other	726		7,404
Total property and equipment	4,736,920		4,210,356
Less accumulated depreciation	2,131,751		1,985,014
Property and equipment, net	$	2,605,169	$	2,225,342

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. Other property and equipment relates to the estimated net realizable value of construction materials inventory that was not disposed of with the sale of the Echelon project in 2013. Such assets are not in service and are not currently being depreciated.

Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $179.6 million, $179.9 million and $174.8 million, respectively.

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Intangible Assets

12 Months Ended

Dec. 31, 2016

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

INTANGIBLE ASSETS

Intangible assets consist of the following:

	December 31, 2016
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.1 years	$	144,780	$	(125,318	)	$	—		$	19,462
Favorable lease rates	31.4 years	45,370		(13,039		)	—			32,331
Development agreement	—	21,373		—			—			21,373
		211,523		(138,357		)	—			73,166
Indefinite lived intangible assets:
Trademarks	Indefinite	153,687		—			(4,300		)	149,387
Gaming license rights	Indefinite	873,335		(33,960		)	(179,974		)	659,401
		1,027,022		(33,960		)	(184,274		)	808,788
Balance, December 31, 2016		$	1,238,545	$	(172,317	)	$	(184,274	)	$	881,954

	December 31, 2015
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.9 years	$	136,300	$	(109,994	)	$	—		$	26,306
Favorable lease rates	32.4 years	45,370		(11,997		)	—			33,373
Development agreement	—	21,373		—			—			21,373
		203,043		(121,991		)	—			81,052
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(156,374		)	683,001
		1,002,836		(33,960		)	(159,874		)	809,002
Balance, December 31, 2015		$	1,205,879	$	(155,951	)	$	(159,874	)	$	890,054

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.

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.

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, which at December 31, 2016 remains indeterminate. In the interim, this asset is subject to periodic impairment reviews.

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 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.

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, 2016, 2015 and 2014

The following table sets forth the changes in these intangible assets:

(In thousands)	Customer Relationships			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2014	$	85,267		$	35,458		$	21,373	$	128,287		$	740,275		$	1,010,660
Additions	—			—			—		14			—			14
Impairments	—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	(1,044		)	—		—			—			(34,353		)
Other	—			—			—		(2,000		)	—			(2,000		)
Balance, December 31, 2014	51,958			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—		—			—			—
Impairments	—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	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

Other activity during 2014 in the table above is primarily due to the effects of the deconsolidation of Borgata (see Note 2, Acquisitions and Divestitures).

Future Amortization

Customer relationships are being amortized on an accelerated basis over an estimated life of five years. Favorable lease rates are being amortized on a straight-line basis over a weighted-average original useful life of 43.9 years. Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2017	$	14,599	$	1,043	$	15,642
2018	2,308		1,043		3,351
2019	1,529		1,043		2,572
2020	828		1,043		1,871
2021	198		1,043		1,241
Thereafter	—		27,116		27,116
Total future amortization	$	19,462	$	32,331	$	51,793

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 2016, we recognized non-cash impairment charges of $23.6 million of gaming licenses and $0.8 million of trademarks in our Midwest and South segment. These amounts are included in impairments of assets in the consolidated statements of operations for the year ended December 31, 2016.

During the year ended 2015, we recognized non-cash impairment charges of $17.5 million of a gaming license in our Midwest and South segment. During the year ended 2014, we recognized non-cash impairment charges of $39.8 million of gaming licenses and $0.3 million of trademarks in our Midwest and South segment.

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Goodwill

12 Months Ended

Dec. 31, 2016

Goodwill [Abstract]

Goodwill

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	$	531,819	$	—		$	(165,479	)	$	366,340
Downtown Las Vegas	6,997		(6,134		)	—			863
Midwest and South	471,735		—			(12,462		)	459,273
Balance, December 31, 2016	$	1,010,551	$	(6,134	)	$	(177,941	)	$	826,476

Changes in Goodwill

During the year ended December 31, 2016, we recorded $153.6 million of goodwill due to our acquisitions of Aliante on September 27, 2016 and Cannery and Eastside Cannery on December 20, 2016 (see Note 2, Acquisitions and Divestitures).

Goodwill decreased approximately $12.5 million during 2016 due to an impairment in the Midwest and South segment.

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2016, 2015 and 2014.

(In thousands)	Goodwill, Net
Balance, January 1, 2014	$	685,310
Additions	—
Impairments	—
Balance, December 31, 2014	685,310
Additions	—
Impairments	—
Balance, December 31, 2015	685,310
Additions	153,628
Impairments	(12,462		)
Balance, December 31, 2016	$	826,476

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Accrued Liabilities

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

Accrued Liabilities

ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2016		2015
Payroll and related expenses	$	68,102	$	71,815
Interest	33,407		35,337
Gaming liabilities	41,942		37,496
Player loyalty program liabilities	19,076		18,491
Other accrued liabilities	88,555		86,379
Total accrued liabilities	$	251,082	$	249,518

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Long-Term Debt

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs consists of the following:

			December 31, 2016
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2016		Principal		Discount			Fees and Costs			Debt, Net
Bank credit facility	3.44	%	$	1,782,538	$	(1,888	)	$	(28,503	)	$	1,752,147
6.875% senior notes due 2023	6.88	%	750,000		—			(11,209		)	738,791
6.375% senior notes due 2026	6.38	%	750,000		—			(12,074		)	737,926
Other	5.80	%	591		—			—			591
Total long-term debt			3,283,129		(1,888		)	(51,786		)	3,229,455
Less current maturities			30,336		—			—			30,336
Long-term debt, net			$	3,252,793	$	(1,888	)	$	(51,786	)	$	3,199,119

			December 31, 2015
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2015		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.75	%	$	1,209,725	$	(2,702	)	$	(9,746	)	$	1,197,277
9.00% senior notes due 2020	9.00	%	350,000		—			(7,044		)	342,956
6.875% senior notes due 2023	6.88	%	750,000		—			(12,934		)	737,066
			2,309,725		(2,702		)	(29,724		)	2,277,299
Peninsula Gaming Debt:
Bank credit facility	4.25	%	662,750		—			(14,143		)	648,607
8.375% senior notes due 2018	8.38	%	350,000		—			(6,357		)	343,643
			1,012,750		—			(20,500		)	992,250
Total long-term debt			3,322,475		(2,702		)	(50,224		)	3,269,549
Less current maturities			29,750		—			—			29,750
Long-term debt, net			$	3,292,725	$	(2,702	)	$	(50,224	)	$	3,239,799

Boyd Gaming Corporation Debt

Bank Credit Facility

Credit Agreement

On September 15, 2016, the Company entered into an Amendment No. 1 and Joinder Agreement (the "Amendment") 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. The Amendment modified the Third Amended and Restated Credit Agreement dated August 14, 2013 (the "Prior Credit Facility" together with the Amendment referred to as the "Credit Facility" or the "Credit Agreement").

As modified by the Amendment, the Credit Facility provides for: (i) increased commitments under the existing senior secured revolving credit facility (the "Revolving Credit Facility") to an amount equal to $775.0 million, (ii) commitments under the existing senior secured term A loan (the "Term A Loan") in an amount equal to $225.0 million, and (iii) a new $1.0 billion senior secured term B-2 loan (the "Term B-2 Loan"). The maturity dates of the Revolving Credit Facility and the Term A Loan have been extended to September 15, 2021 (or earlier upon the occurrence or non-occurrence of certain events); the Term B-2 Loan matures on September 15, 2023 (or earlier upon the occurrence or non-occurrence of certain events); the maturity date of the existing senior secured term B-1 loan (the "Term B-1 Loan") remains August 14, 2020. The increase to the Term A Loan and the new Term B-2 Loan were fully funded on the effective date of the Amendment. Proceeds from the Credit Facility were used to refinance all outstanding obligations under the Prior Credit Facility, to fund transaction costs in connection with the Credit Facility, and for working capital and other general corporate purposes.

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.

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 Term B-1 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis, (iii) the loans under the Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016, payable on a quarterly basis, and (iv) 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

The outstanding principal amounts at December 31, 2016 under the Credit Facility and at December 31, 2015 under the Prior Credit Facility are comprised of the following:

	December 31,
(In thousands)	2016		2015
Revolving Credit Facility	$	245,000	$	240,000
Term A Loan	222,188		183,275
Term B-1 Loan	271,750		730,750
Term B-2 Loan	997,500		—
Swing Loan	46,100		55,700
Total outstanding principal amounts	$	1,782,538	$	1,209,725

At December 31, 2016 approximately $1.8 billion was outstanding under the Credit Facility and $12.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $471.9 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.

The interest rate on the outstanding balance from time to time of the Term B-1 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 1.00% minimum) plus 3.00%; or (ii) the base rate plus 2.00%. The interest rate on the outstanding balance from time to time of the Term B-2 Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate (subject to a 0.00% minimum) plus 3.00%, or (ii) the base rate plus 2.00%.

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%.

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 Term B-2 Loan amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2016, 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 Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions, including a 1.00% prepayment premium for any prepayment of the Term B-2 Loan prior to March 15, 2017 that is accompanied by a repricing of the Term B-2 Loan.

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.

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; (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.

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-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:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
September 30, 2016 through December 31, 2016	7.75	to	1.00
March 31, 2017 through December 31, 2017	7.00	to	1.00
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

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-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
September 30, 2016 through December 31, 2017	4.50	to	1.00
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

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

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "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 a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% 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 6.875% Notes, together, the "6.875% 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% Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the 6.875% 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% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% 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. Subsequent to May 15, 2018, 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, plus accrued and unpaid interest and Additional Interest.

Debt Financing Costs

In conjunction with the issuance of the 6.875% Notes, we incurred approximately $14.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.875% Notes using the effective interest method.

Senior Notes

6.375% Senior Notes due April 2026

Significant Terms

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% 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, 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.

In connection with the private placement of the 6.375% 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 6.375% Notes. We filed the required registration statement and commenced the exchange offer during December 2016. The exchange offer was completed on February 10, 2017 and our obligations under the registration rights agreement have been fulfilled.

Senior Notes

9.00% Senior Notes due July 2020

On September 6, 2016 we redeemed all of our 9.00% senior notes due July 2020 (the "9.00% Notes") at a redemption price of 104.50% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 9.00% Notes have been fully extinguished.

Peninsula Gaming Debt

Peninsula Credit Facility

On September 2, 2016, Peninsula repaid all of the outstanding amounts, including all principal and accrued interest amounts, under the Peninsula senior secured credit facility (the "Peninsula Credit Facility") pursuant to the Peninsula Credit Agreement. In connection with the repayment in full of the Peninsula Credit Facility (the "Repayment"), the Peninsula Credit Agreement was terminated.

Amounts Outstanding

At December 31, 2015, the outstanding principal amount under the Peninsula Credit Facility was comprised of the following:

(In thousands)
Term Loan	$	647,750
Revolving Credit Facility	9,000
Swing Loan	6,000
Total outstanding principal amounts under the Peninsula Credit Facility	$	662,750

Peninsula Senior Notes

8.375% Senior Notes due February 2018

On September 2, 2016 we redeemed all of our 8.375% senior notes due February 2018 (the "8.375% Notes") at a redemption price of 100.0% plus accrued and unpaid interest to the redemption date. The redemption was funded using cash on hand.

As a result of this redemption, the 8.375% Notes have been fully extinguished.

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)	2016		2015		2014
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		—		—
9.125% Senior Notes premium and consent fees	—		23,962		—
9.125% Senior Notes deferred finance charges	—		4,888		—
HoldCo Note	—		7,819		—
Boyd Gaming Credit Facility deferred finance charges	6,629		1,978		—
Peninsula Credit Facility deferred finance charges	9,512		2,086		1,536
Total loss on early extinguishments and modifications of debt	$	42,364	$	40,733	$	1,536

Covenant Compliance

As of December 31, 2016, 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, 2016, the available borrowing capacity under our Credit Facility was $471.9 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,
2017	$	30,336
2018	76,441
2019	30,346
2020	266,102
2021	432,295
Thereafter	2,447,609
Total outstanding principal of long-term debt	$	3,283,129

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Deferred Tax Assets and Liabilities

Deferred 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 tax assets and liabilities are as follows:

	December 31,
(In thousands)	2016			2015
Deferred tax assets
Federal net operating loss carryforwards	$	201,978		$	308,738
State net operating loss carryforwards	38,715			47,711
Share-based compensation	26,344			32,524
Other	61,289			43,936
Gross deferred tax assets	328,326			432,909
Valuation allowance	(28,402		)	(247,761		)
Deferred tax assets, net of valuation allowance	299,924			185,148
Deferred tax liabilities
Difference between book and tax basis of property and intangible assets	337,654			322,387
State tax liability	31,443			13,428
Other	14,807			11,522
Gross deferred tax liabilities	383,904			347,337
Deferred tax liabilities, net	$	83,980		$	162,189

At December 31, 2016, we have unused federal general business tax credits of approximately $8.8 million which may be carried forward or used until expiration beginning in 2035 and alternative minimum tax credits of $7.1 million which may be carried forward indefinitely. We have a federal income tax net operating loss of approximately $621.8 million, which may be carried forward or used until expiration beginning in 2031. We also have state income tax net operating loss carryforwards of approximately $708.9 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 2017 to 2035, if not fully utilized.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. In March 2016, the FASB issued Update 2016-09 which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity which we anticipate will cause volatility in our future effective tax rate. The Company will adopt this standard in the first quarter 2017. The cumulative effect of this change in accounting method will be recorded as an increase in retained earnings by approximately $15.8 million.

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.

As part of our review in determining the need for a valuation allowance, we assess the potential release of existing valuation allowances. In performing our analysis 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.

We have maintained a valuation allowance of $28.4 million against certain federal and state deferred tax assets as of December 31, 2016 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.

Provision (Benefit) for Income Taxes

A summary of the provision (benefit) for income taxes is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Current
Federal	$	—		$	—		$	442
State	1,242			2,052			(289		)
Total current taxes provision (benefit)	1,242			2,052			153
Deferred
Federal	(190,207		)	(9,493		)	(6,336		)
State	(8,521		)	807			775
Total deferred taxes provision (benefit)	(198,728		)	(8,686		)	(5,561		)
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes from discontinued operations	146,379			(540		)	6,161
Provision (benefit) for income taxes from continuing and discontinued operations	$	(51,107	)	$	(7,174	)	$	753

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.

Our tax benefit for the year ended December 31, 2015 was favorably impacted by the partial release of the valuation allowance on our federal and state net operating losses, impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets, federal and state audit settlements in connection with our IRS and New Jersey income tax examinations and, the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest.

Our tax provision for the year ended December 31, 2014 was adversely impacted by a valuation allowance on our federal and state income tax net operating losses and certain other deferred tax assets. The tax provision was favorably impacted by impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets, tax adjustments related to the deconsolidation of Borgata and, as a result of statute expirations, the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest.

Additionally, the tax provision or benefit in 2015 and 2014 was adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets that was not available to offset existing deferred tax assets. The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets in determining our valuation allowance.

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,
	2016		2015		2014
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Valuation allowance for deferred tax assets	(2,448.1	)%	200.9	%	(20.9	)%
State income taxes, net of federal benefit	(59.2	)%	69.2	%	(0.9	)%
Compensation-based credits	(21.7	)%	(60.8	)%	2.3	%
Company provided benefits	14.8	%	152.9	%	(3.0	)%
Nondeductible expenses	10.3	%	19.0	%	(1.9	)%
Tax exempt interest	(6.9	)%	(13.8	)%	1.0	%
Accrued interest on uncertain tax benefits	2.1	%	(139.7	)%	(2.0	)%
Uncertain tax benefits	—	%	(421.6	)%	—	%
Other, net	1.5	%	(4.5	)%	0.1	%
Effective tax rate	(2,472.2	)%	(163.4	)%	9.7	%

Status of Examinations

In January 2015, we received Joint Committee on Taxation ("Joint Committee") approval of the 2005-2009 IRS appeals settlement reached in August 2013. We received a refund of $2.4 million in connection with the appeals settlement. Additionally, in 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. We received a refund of $1.1 million as a result of the New Jersey examination.

We generated net operating losses on our federal income tax returns for years 2011 - 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 2017 through October 2020.

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.

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-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)	2016		2015			2014
Unrecognized tax benefit, beginning of year	$	2,482	$	30,198		$	37,059
Additions:
Tax positions related to current year	—		—			487
Reductions:
Tax positions related to the Deconsolidation of Borgata	—		—			(6,221		)
Lapse of applicable statute of limitations	—		—			(1,097		)
Tax position related to prior years	—		(27,716		)	(30		)
Unrecognized tax benefits, end of year	$	2,482	$	2,482		$	30,198

Included in the $2.5 million balance of unrecognized tax benefits at December 31, 2016, are $1.6 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, 2016, we recognized interest and penalties of approximately $0.1 million in our tax provision. During the years ended December 31, 2015 and 2014 we recognized interest related benefits, due to favorable settlements, of $6.2 million and $1.2 million, respectively, in our income tax provision. We have accrued $0.8 million and $0.7 million of interest and penalties as of December 31, 2016 and 2015, respectively, in our consolidated balance sheets.

During the first quarter of 2015, we received Joint Committee approval on our IRS appeals agreement, effectively settling our 2005 through 2009 examination. During the third quarter of 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. As a result of the resolution of these audits, we reduced our unrecognized tax benefits by $27.7 million, of which $19.5 million impacted our effective tax rate. Due to the utilization of tax loss carryforwards in certain states, the statute of limitations remain open with respect to years in which the tax losses are utilized. When these years close, unrecognized tax benefits may be realized. We do not anticipate any material changes to our unrecognized tax benefits over the next twelve-month period.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 gaming 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. 

As of December 31, 2016, 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. In connection with the acquisition of Peninsula Gaming, LLC ("PGL Merger"), the Company's obligation under this agreement was revalued to fair value as of the PGL Merger date. As of December 31, 2016 and 2015, under the Mulvane Development Agreement, Kansas Star recorded $1.7 million at each date, which is included in accrued liabilities on the consolidated balance sheets and $8.9 million, net of a $4.0 million discount, and $9.6 million, net of a $4.6 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 ("DJL") entered a Minimum Assessment Agreement with the City of Dubuque. Under the Minimum Assessment Agreement, DJL and the City agreed to a minimum taxable value related to the new casino of $57.9 million.  DJL 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 DJL's payment obligations under the Minimum Assessment Agreement.  DJL is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

As a result of purchase accounting the Minimum Assessment Agreement obligation was revalued to fair value. Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2016 and 2015, 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 $14.1 million, net of a $2.8 million discount, and $14.4 million, net of a $2.9 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 DJL under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

Public Parking Facility Agreement

DJL has an agreement with the City for use of the public parking facility adjacent to DJL'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 $65 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 DJL 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

DJL and Diamond Jo Worth ("DJW") are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with DJL and DJW, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. DJL expensed $3.0 million, during the years ended December 31, 2016 and 2015, respectively, and $2.8 million, in the year ending 2014, related to its agreement. DJW expensed $4.9 million, $5.0 million, and $4.8 million during the years ended December 31, 2016, 2015, and 2014, respectively, related to its agreement. The DJL agreement expires on December 31, 2018. The DJW agreement was amended during 2014 and expires on March 31, 2025, and is subject to automatic ten-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 are estimated to be approximately $1 million to $2 million annually, for the next several years and to assist the Tribe in its development and oversight of the gaming facility construction. 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 will be 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 net revenues at the gaming facility. In addition to the need for land to be taken into trust, the Tribe must agree to a compact with the State of California, and receive approval of the management contract between the tribe and our Company, prior to proceeding. Development is in the preliminary stages and no time schedule has been established as to when the Tribe will be able to formalize plans and begin construction.

Future Minimum Lease Payments 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,
2017	$	45,970
2018	18,517
2019	16,326
2020	14,083
2021	13,665
Thereafter	322,243
Total	$	430,804

Rent expense included in selling, general and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 was $31.0 million, $29.0 million, and $29.4 million, respectively, and primarily relates to land leases and advertising-related expenses.

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 ending December 31,
2017	$	2,111
2018	1,624
2019	1,061
2020	462
2021	358
Thereafter	576
Total	$	6,192

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.

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Stockholders' Equity and Stock Incentive Plans

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity and Stock Incentive Plans

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 million, and $92.1 million of this authorization remains available at December 31, 2016. We are not obligated to repurchase any shares under this program, and no shares were repurchased during the years ended December 31, 2016, 2015 or 2014.

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 payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. No dividends were declared during the years ended December 31, 2016, 2015 or 2014.

Stock Incentive Plan

In May 2012, the Company's stockholders approved the 2012 Stock Incentive Plan (the "2012 Plan"), which amended and restated the Company's 2002 Stock Incentive Plan (the "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) of the Internal Revenue Code, and (d) make certain other changes. Under our 2012 Plan, approximately 2.9 million shares remain available for grant at December 31, 2016. The number of authorized but unissued shares of common stock under this 2012 Plan as of December 31, 2016 was approximately 9.0 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 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-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, 2014	9,143,910		$	26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	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	3.9	$	15,739
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145
Exercisable at December 31, 2016	2,696,315		$	24.27	3.1	$	14,587

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.

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2016:

	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-$7.55	411,659	4.2	$	6.74	411,659	$	6.74
8.34	310,546	3.8	8.34		310,546	8.34
9.86	375,678	6.6	9.86		375,678	9.86
11.57	244,351	7.2	11.57		174,061	11.57
17.75	216,509	9.9	17.75		—	—
19.98	200,673	8.4	19.98		75,871	19.98
33.31	25,000	1.0	33.31		25,000	33.31
38.11	380,000	0.9	38.11		380,000	38.11
39.78	943,500	0.8	39.78		943,500	39.78
$5.22-$39.78	3,107,916	3.9	$	23.36	2,696,315	$	24.27

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2016, 2015 and 2014 was $5.9 million, $11.1 million, and $2.5 million, respectively. The total fair value of options vested during the years ended December 31, 2016, 2015 and 2014 was approximately $2.0 million, $1.9 million, and $2.3 million, respectively. As of December 31, 2016, there was approximately $1.4 million of total 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.

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 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’s cessation of service to the Company. These RSUs were 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.

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826
Granted	542,220		$18.06
Canceled	(30,400	)
Awarded	(871,528	)
Outstanding at December 31, 2016	1,961,118

As of December 31, 2016, there was approximately $7.9 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 2.3 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.

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-year growth rate. Based upon actual and combined achievement, the number of shares awarded could range fromzero, if no conditions are met, a50%payout if only threshold performance is achieved, a payout of100%for target performance, or a payout of up to200%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. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

These PSUs will vestthree yearsfrom 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 grant awarded in December 2012 vested during first quarter 2016. A total of 213,365 common shares, representing approximately 0.59 shares per PSU, 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-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2015; therefore, the vesting of the PSUs did not impact compensation costs in our 2016 consolidated statement of operations.

The PSU grant awarded in December 2011 vested during first quarter 2015. A total of 654,478 common shares, representing approximately 1.67 shares per PSU, 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-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2014; therefore, the vesting of the PSUs did not impact compensation costs in our 2015 consolidated statement of operations.

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. Of the 213,365 shares issued, a total of 54,338 shares were surrendered by the participants for this purpose, resulting in a net issuance of 159,027 shares due to the vesting of the 2012 grant.

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480
Granted	241,235		$17.75
Performance Adjustment	(148,272	)
Canceled	—
Awarded	(213,365	)
Outstanding at December 31, 2016	1,129,078

The Company approved the issuance of approximately 380,000 PSUs to participating employees during fourth quarter 2013. The performance criteria for these PSUs were set subsequent to year-end 2013, so these PSUs were not considered granted for accounting purposes as of December 31, 2013, and are included in the shares granted during 2014 in the table above. As of December 31, 2016, there was approximately $2.2 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 1.6 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 1.1 million shares will be issued to settle the PSUs outstanding at December 31, 2016.

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.

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575
Granted	73,064		$19.01
Canceled	—
Awarded	—
Outstanding at December 31, 2016	1,041,639

As of December 31, 2016, there was approximately $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)	2016		2015		2014
Stock Options	$	1,974	$	2,821	$	2,733
Restricted Stock Units	8,883		9,909		8,010
Performance Stock Units	3,353		5,135		6,537
Career Shares	1,308		1,399		1,196
Total share-based compensation costs	$	15,518	$	19,264	$	18,476

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:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Gaming	$	428	$	393	$	387
Food and beverage	82		75		74
Room	39		36		35
Selling, general and administrative	2,176		1,996		1,965
Corporate expense	12,793		16,764		16,207
Other operating items, net	—		—		(192		)
Total share-based compensation expense	$	15,518	$	19,264	$	18,476

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Noncontrolling Interest

12 Months Ended

Dec. 31, 2016

Noncontrolling Interest [Abstract]

Noncontrolling Interest

NONCONTROLLING INTEREST

Noncontrolling interest primarily represents, until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Holding Company held by the Divestiture Trust for the economic benefit of MGM, which was initially recorded at fair value at the March 24, 2010 date of the effective change in control.

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			Other		Total
Beginning balance, January 1, 2014	$	180,430		$	20	$	180,450
Capital contributions	—			30		30
Attributable net loss	11,403			—		11,403
Comprehensive income	—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—		(191,833		)
Balance, December 31, 2014	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2015	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2016	$	—		$	50	$	50

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Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

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 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 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, 2016
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	193,862	$	193,862	$	—	$	—
Restricted cash	16,488		16,488		—		—
Investment available for sale	17,259		—		—		17,259
Liabilities
Contingent payments	$	3,038	$	—	$	—	$	3,038

	December 31, 2015
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	158,821	$	158,821	$	—	$	—
Restricted cash	19,030		19,030		—		—
Investment available for sale	17,839		—		—		17,839
Liabilities
Contingent payments	$	3,632	$	—	$	—	$	3,632

Cash and Restricted Cash

The fair value of our cash and cash equivalents, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 2016 and 2015.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $21.0 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. 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, 2016 and 2015. 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, 2016 and 2015, $0.4 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, 2016 and 2015, $16.8 million and $17.4 million, respectively, is included in investment on the consolidated balance sheets. The discount associated with this investment of $3.1 million and $3.2 million as of December 31, 2016 and 2015, 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 ten years commencing December 20, 2011. The liability was initially recorded upon consummation of the PGL Merger, at the estimated fair value of the contingent land purchase price using a discounted cash flows approach. At both December 31, 2016 and December 31, 2015, there was a current liability of $0.9 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets, and long-term obligations of $2.2 million and $2.7 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, 2016
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Contingent Payments
Balance at January 1, 2016	$	17,839		$	(3,632	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	130			(600		)
Included in other comprehensive income (loss)	(299		)	—
Included in other items, net	—			346
Purchases, sales, issuances and settlements:
Settlements	(411		)	848
Balance at December 31, 2016	$	17,259		$	(3,038	)

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	125			75			(627		)
Included in other comprehensive income (loss)	(263		)	—			—
Included in other items, net	—			—			(96		)
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Balance at December 31, 2015	$	17,839		$	—		$	(3,632	)

The table below summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities:

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.3	%

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, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	33,456	$	26,660	$	27,054	Level 3
Other financial instruments	100		97		97		Level 3

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	35,126	$	27,660	$	28,381	Level 3
Other financial instruments	200		186		186		Level 3

The following table provides the fair value measurement information about our long-term debt:

	December 31, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Credit Facility	$	1,782,538	$	1,752,147	$	1,791,853	Level 2
6.875% Senior Notes due 2023	750,000		738,791		806,250		Level 1
6.375% Senior Notes due 2026	750,000		737,926		804,375		Level 1
Other	591		591		591		Level 3
Total debt	$	3,283,129	$	3,229,455	$	3,403,069

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Credit Facility	$	1,209,725	$	1,197,277	$	1,202,870	Level 2
9.125% Senior Notes due 2018	350,000		342,956		372,750		Level 1
6.875% Senior Notes due 2023	750,000		737,066		772,500		Level 1
	2,309,725		2,277,299		2,348,120
Peninsula Gaming Debt:
Bank credit facility	662,750		648,607		661,131		Level 2
8.375% Senior Notes due 2018	350,000		343,643		357,000		Level 2
	1,012,750		992,250		1,018,131
Total debt	$	3,322,475	$	3,269,549	$	3,366,251

The estimated fair value of the Credit Facility is based on a relative value analysis performed on or about December 31, 2016 and December 31, 2015. The estimated fair value of the Peninsula Credit Facility is based on a relative value analysis performed on or about December 31, 2015. The estimated fair values of our senior notes are based on quoted market prices as of December 31, 2016 and December 31, 2015. The other debt is a fixed-rate debt that is payable in 32 semi-annual installments, beginning in 2008. It is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2016 and 2015.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2016

Postemployment Benefits [Abstract]

Employee Benefit Plans

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 $1.5 million, $1.4 million and $1.4 million for the years ended December 31, 2016, 2015 and 2014, 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) 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) profit-sharing plans and trusts of $3.9 million, $3.3 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

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Segment Information

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We have aggregated certain of our properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and 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 Net Revenues and Adjusted EBITDA

We evaluate each of our wholly owned property's profitability based upon Property EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, project development, preopening and writedown expenses, other operating charges, net, share-based compensation expense, deferred rent, change in value of derivative instruments, and gain/loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest and South. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company.

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.

The following table sets forth, for the periods indicated, certain operating data for our Reportable Segments, and reconciles Adjusted EBITDA to operating income, as reported in our accompanying consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Net Revenues
Las Vegas Locals	$	647,867		$	610,107		$	592,652
Downtown Las Vegas	236,385			234,191			224,275
Midwest and South	1,299,724			1,355,134			1,325,328
Total Reportable Segment Net Revenues	$	2,183,976		$	2,199,432		$	2,142,255
Adjusted EBITDA
Las Vegas Locals	$	176,420		$	157,312		$	144,397
Downtown Las Vegas	52,420			49,314			37,309
Midwest and South	367,365			380,942			345,058
Total Reportable Segment Adjusted EBITDA	596,205			587,568			526,764
Corporate expense	(59,875		)	(60,177		)	(59,420		)
Adjusted EBITDA	536,330			527,391			467,344
Other operating costs and expenses
Deferred rent	3,266			3,428			3,616
Depreciation and amortization	196,226			207,118			208,915
Project development, preopening and writedowns	22,107			6,907			13,747
Share-based compensation expense	15,518			19,264			18,666
Impairments of assets	38,302			18,565			48,681
Other operating charges, net	284			907			(13		)
Total other operating costs and expenses	275,703			256,189			293,612
Operating income	$	260,627		$	271,202		$	173,732

Total Assets

The Company's total assets, by Reportable Segment, consisted of the following amounts:

	December 31,
(In thousands)	2016		2015
Assets
Las Vegas Locals	$	1,785,858	$	1,155,224
Downtown Las Vegas	157,319		138,159
Midwest and South	2,556,307		2,634,742
Total Reportable Segment assets	4,499,484		3,928,125
Corporate	171,267		422,775
Total assets	$	4,670,751	$	4,350,900

Capital Expenditures

The Company's capital expenditures by Reportable Segment, consisted of the following:

	Year Ended December 31,
(In thousands)	2016			2015		2014
Capital Expenditures:
Las Vegas Locals	$	42,069		$	41,772	$	31,653
Downtown Las Vegas	28,431			13,000		9,917
Midwest and South	73,255			60,887		89,029
Total Reportable Segment Capital Expenditures	143,755			115,659		130,599
Corporate	16,672			12,646		(8,786		)
Total Capital Expenditures	160,427			128,305		121,813
Change in Accrued Property Additions	(69		)	2,865		15,938
Cash-Based Capital Expenditures	$	160,358		$	131,170	$	137,751

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.

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Selected Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information (Unaudited)

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected quarterly financial information:

	Year Ended December 31, 2016
(In thousands, except per share data)	First		Second		Third		Fourth		Year
Summary Operating Results:
Net revenues	$	552,378	$	544,874	$	531,901	$	554,823	$	2,183,976
Operating income	82,250		80,490		67,916		29,971		260,627
Income from continuing operations, net of tax	$	21,560	$	11,307	$	161,864	$	10,742	$	205,473
Income from discontinued operations, net of tax	11,630		18,715		180,707		1,478		212,530
Net income attributable to Boyd Gaming Corporation	$	33,190	$	30,022	$	342,571	$	12,220	$	418,003
Basic net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.41	$	0.10	$	1.79
Discontinued operations	0.10		0.16		1.58		0.01		1.86
Basic net income per common share	$	0.29	$	0.26	$	2.99	$	0.11	$	3.65
Diluted net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.40	$	0.10	$	1.78
Discontinued operations	0.10		0.16		1.57		0.01		1.85
Diluted net income per common share	$	0.29	$	0.26	$	2.97	$	0.11	$	3.63

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	71,883		83,094			69,423		46,802			271,202
Income (loss) from continuing operations, net of tax	$	30,504	$	(12,390	)	$	7,015	$	(14,434	)	$	10,695
Income from discontinued operations, net of tax	4,599		5,965			18,410		7,565			36,539
Net income (loss) attributable to Boyd Gaming Corporation	$	35,103	$	(6,425	)	$	25,425	$	(6,869	)	$	47,234
Basic net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.17		0.07			0.32
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.16		0.07			0.32
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

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Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Senior Notes and our 6.375% Notes is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent our Aliante, Cannery and Eastside Cannery properties, special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

The tables below present the condensed consolidating balance sheets as of December 31, 2016, and 2015, the condensed consolidating statements of operations for the years ended December 31, 2016, 2015 and 2014 and the condensed consolidating statements of cash flows for the years ended December 31, 2016, 2015 and 2014.

Condensed Consolidating Balance Sheets

	December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,212		$	168,898	$	23,752		$	—		$	—		$	193,862
Other current assets	78,915			9,644		25,979			—			(453		)	114,085
Property and equipment, net	73,180			2,096,764		435,225			—			—			2,605,169
Investments in subsidiaries	4,505,897			139,465		—			—			(4,645,362		)	—
Intercompany receivable	—			1,464,361		—			—			(1,464,361		)	—
Other assets, net	13,598			27,551		8,056			—			—			49,205
Intangible assets, net	—			825,667		56,287			—			—			881,954
Goodwill, net	—			672,067		154,409			—			—			826,476
Total assets	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	30,250		$	—	$	86		$	—		$	—		$	30,336
Other current liabilities	93,762			179,624		63,211			—			(1,429		)	335,168
Accumulated losses of subsidiaries in excess of investment	—			—		8,257			—			(8,257		)	—
Intercompany payable	521,002			—		942,155			254			(1,463,411		)	—
Long-term debt, net of current maturities and debt issuance costs	3,198,613			—		506			—			—			3,199,119
Other long-term liabilities	(104,901		)	298,624		(21,721		)	—			—			172,002
Boyd Gaming Corporation stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,129		)	934,076
Noncontrolling interest	—			—		—			—			50			50
Total stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,079		)	934,126
Total liabilities and stockholders' equity	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751

Condensed Consolidating Balance Sheets - continued

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	156,116	$	2,482		$	221		$	—		$	158,821
Other current assets	14,602		73,902		10,415			—			(508		)	98,411
Property and equipment, net	68,515		2,120,455		36,372			—			—			2,225,342
Investments in subsidiaries	3,547,690		—		—			—			(3,547,690		)	—
Intercompany receivable	—		1,702,317		—			—			(1,702,317		)	—
Other assets, net	12,521		17,527		18,293			—			—			48,341
Intangible assets, net	—		865,995		24,059			—			—			890,054
Goodwill, net	—		684,529		781			—			—			685,310
Investment in unconsolidated subsidiary held for sale	—		244,621		—			—			—			244,621
Total assets	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	8,250	$	—		$	—		$	—		$	29,750
Other current liabilities	102,946		198,590		24,071			—			(286		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		4,507		302			—			(4,809		)	—
Intercompany payable	720,400		—		981,688			475			(1,702,563		)	—
Long-term debt, net of current maturities and debt issuance costs	2,255,800		983,999		—			—			—			3,239,799
Other long-term liabilities	34,723		213,296		—			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,907		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,857		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	121,939	$	2,127,064		$	78,308		$	—	$	(143,335	)	$	2,183,976
Operating costs and expenses
Operating	1,200		1,112,717			57,816			—		—			1,171,733
Selling, general and administrative	49,938		260,014			12,055			—		2			322,009
Maintenance and utilities	—		98,741			1,279			—		—			100,020
Depreciation and amortization	8,767		180,463			6,996			—		—			196,226
Corporate expense	66,703		1,738			4,227			—		—			72,668
Project development, preopening and writedowns	18,079		(3,297		)	7,325			—		—			22,107
Impairments of assets	1,440		36,862			—			—		—			38,302
Other operating items, net	181		103			—			—		—			284
Intercompany expenses	1,205		140,671			1,461			—		(143,337		)	—
Total operating costs and expenses	147,513		1,828,012			91,159			—		(143,335		)	1,923,349
Equity in earnings of subsidiaries	442,902		(2,039		)	—			—		(440,863		)	—
Operating income (loss)	417,328		297,013			(12,851		)	—		(440,863		)	260,627
Other expense (income)
Interest expense, net	157,923		51,773			35			—		—			209,731
Loss on early extinguishments and modifications of debt	28,356		14,008			—			—		—			42,364
Other, net	1		617			(73		)	—		—			545
Total other expense, net	186,280		66,398			(38		)	—		—			252,640
Income (loss) from continuing operations before income taxes	231,048		230,615			(12,813		)	—		(440,863		)	7,987
Income taxes benefit	186,955		10,405			126			—		—			197,486
Income (loss) from continuing operations, net of tax	418,003		241,020			(12,687		)	—		(440,863		)	205,473
Income (loss) from discontinued operations, net of tax	—		212,530			—			—		—			212,530
Net income (loss)	$	418,003	$	453,550		$	(12,687	)	$	—	$	(440,863	)	$	418,003
Comprehensive income (loss)	$	417,704	$	453,251		$	(12,687	)	$	—	$	(440,564	)	$	417,704

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2015
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	2,173,147		$	48,353		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		1,145,181			43,843			—			—			1,190,824
Selling, general and administrative	48,173		267,661			6,604			—			(18		)	322,420
Maintenance and utilities	—		103,086			1,462			—			—			104,548
Depreciation and amortization	6,179		196,865			4,074			—			—			207,118
Corporate expense	71,700		1,781			3,460			—			—			76,941
Project development, preopening and writedowns	884		2,351			3,596			76			—			6,907
Impairments of assets	—		17,500			1,065			—			—			18,565
Other operating items, net	599		308			—			—			—			907
Intercompany expenses	1,204		140,971			1,416			—			(143,591		)	—
Total operating costs and expenses	130,539		1,875,704			65,520			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	190,570		(2,204		)	(76		)	—			(188,290		)	—
Operating income (loss)	181,572		295,239			(17,243		)	(76		)	(188,290		)	271,202
Other expense (income)
Interest expense, net	125,890		96,818			24			—			—			222,732
Loss on early extinguishments of debt	30,829		9,904			—			—			—			40,733
Other, net	396		2,959			321			—			—			3,676
Total other expense, net	157,115		109,681			345			—			—			267,141
Income (loss) from continuing operations before income taxes	24,457		185,558			(17,588		)	(76		)	(188,290		)	4,061
Income taxes benefit (provision)	22,777		(16,089		)	(54		)	—			—			6,634
Income (loss) from continuing operations, net of tax	47,234		169,469			(17,642		)	(76		)	(188,290		)	10,695
Income from discontinued operations, net of tax	—		36,539			—			—			—			36,539
Net income (loss)	$	47,234	$	206,008		$	(17,642	)	$	(76	)	$	(188,290	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,745		$	(17,642	)	$	(76	)	$	(188,027	)	$	46,971

Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	2,114,021		$	48,687		$	—		$	(137,612	)	$	2,142,255
Operating costs and expenses
Operating	1,800			1,134,312			48,330			—			—			1,184,442
Selling, general and administrative	46,708			273,924			7,187			—			(220		)	327,599
Maintenance and utilities	—			108,002			1,523			1			—			109,526
Depreciation and amortization	5,667			200,356			2,892			—			—			208,915
Corporate expense	71,951			1,849			1,826			—			—			75,626
Project development, preopening and writedowns	105			8,894			4,586			162			—			13,747
Impairments of assets	320			41,090			7,271			—			—			48,681
Other operating items, net	164			(177		)	—			—			—			(13		)
Intercompany expenses	1,204			134,710			1,478			—			(137,392		)	—
Total operating costs and expenses	127,919			1,902,960			75,093			163			(137,612		)	1,968,523
Equity in earnings of subsidiaries	85,268			(2,764		)	(162		)	—			(82,342		)	—
Operating income (loss)	74,508			208,297			(26,568		)	(163		)	(82,342		)	173,732
Other expense (income)
Interest expense, net	132,204			95,953			24			—			—			228,181
Loss on early extinguishments of debt	—			1,536			—			—			—			1,536
Other, net	(793		)	(683		)	1,524			—			—			48
Total other expense, net	131,411			96,806			1,548			—			—			229,765
Income (loss) from continuing operations before income taxes	(56,903		)	111,491			(28,116		)	(163		)	(82,342		)	(56,033		)
Income taxes benefit (provision)	3,862			1,644			(98		)	—			—			5,408
Income (loss) from continuing operations, net of tax	(53,041		)	113,135			(28,214		)	(163		)	(82,342		)	(50,625		)
Income (loss) from discontinued operations, net of tax	—			(13,819		)	—			22,806			—			8,987
Income from discontinued operations attributable to noncontrolling interest, net of tax	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,316		$	(28,214	)	$	22,643		$	(93,745	)	$	(53,041	)
Comprehensive income	$	(51,577	)	$	100,780		$	(28,214	)	$	22,643		$	(95,209	)	$	(51,577	)

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(86,502	)	$	334,764		$	55,815		$	—		$	(1,196	)	$	302,881
Cash flows from investing activities
Capital expenditures	(42,840		)	(115,978		)	(1,540		)	—			—			(160,358		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—			—			—			(592,703		)
Net activity with affiliates	—			237,956			—			—			(237,956		)	—
Distributions from subsidiary	9,150			—			—			—			(9,150		)	—
Other investing activities	—			7,529			6,678			—			—			14,207
Net cash from investing activities	(626,393		)	129,507			5,138			—			(247,106		)	(738,854		)
Cash flows from financing activities
Borrowings under bank credit facility	2,039,175			237,000			—			—			—			2,276,175
Payments under bank credit facility	(1,466,362		)	(899,750		)	—			—			—			(2,366,112		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(42,220		)	—			—			—			—			(42,220		)
Retirements of senior notes	(350,000		)	(350,000		)	—			—			—			(700,000		)
Premium and consent fees paid	(15,750		)	—			—			—			—			(15,750		)
Net activity with affiliates	(199,398		)	—			(39,533		)	(221		)	239,152			—
Distributions to parent	—			(9,000		)	(150		)	—			9,150			—
Share-based compensation activities, net	(1,295		)	—			—			—			—			(1,295		)
Other financing activities	(45		)	—			—			—			—			(45		)
Net cash from financing activities	714,105			(1,021,750		)	(39,683		)	(221		)	248,302			(99,247		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(27,796		)	—			—			—			(27,796		)
Cash flows from investing activities	—			598,057			—			—			—			598,057
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			570,261			—			—			—			570,261
Net change in cash and cash equivalents	1,210			12,782			21,270			(221		)	—			35,041
Cash and cash equivalents, beginning of period	2			156,116			2,482			221			—			158,821
Cash and cash equivalents, end of period	$	1,212		$	168,898		$	23,752		$	—		$	—		$	193,862

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	237,041		$	(13,085	)	$	(76	)	$	(209	)	$	325,751
Cash flows from investing activities
Capital expenditures	(48,591		)	(82,392		)	(187		)	—			—			(131,170		)
Net activity with affiliates	—			(66,691		)	—			—			66,691			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			1,236			—			—			—			4,528
Net cash from investing activities	(34,099		)	(147,847		)	(187		)	—			55,491			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			345,500			—			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	(425,150		)	—			—			—			(1,636,350		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	(3		)	(157,810		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			172,124			78			(66,482		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Net cash from financing activities	(67,981		)	(90,753		)	14,214			78			(55,282		)	(199,724		)
Cash flows from discontinued operations
Cash flows from operating activities	—			14,095			—			—			—			14,095
Cash flows from investing activities	—			—			—			—			—			—
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			14,095			—			—			—			14,095
Net change in cash and cash equivalents	—			12,536			942			2			—			13,480
Cash and cash equivalents, beginning of period	2			143,580			1,540			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	156,116		$	2,482		$	221		$	—		$	158,821

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	323,402		$	1,847		$	4,290		$	(117	)	$	289,898
Cash flows from investing activities
Capital expenditures	(43,164		)	(94,442		)	(145		)	—			—			(137,751		)
Investments in and advances to unconsolidated subsidiaries, net				—			—			153						153
Net activity with affiliates	—			(158,791		)	—			—			158,791			—
Distribution from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(670		)	(5,242		)	—			—			(5,912		)
Net cash from investing activities	(37,864		)	(253,903		)	(5,387		)	153			153,491			(143,510		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			317,400			—			—			—			1,147,800
Payments under bank credit facility	(910,700		)	(377,150		)	—			—			—			(1,287,850		)
Debt financing costs, net	(83		)	—			—			—			—			(83		)
Payments under note payable	—			(9		)	—			—			—			(9		)
Net activity with affiliates	155,952			—			2,590			132			(158,674		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(64,959		)	2,490			132			(153,374		)	(138,321		)
Cash flows from discontinued operations
Cash flows from operating activities	—			1,419			—			31,542			—			32,961
Cash flows from investing activities	—			—			—			(36,470		)	—			(36,470		)
Cash flows from financing activities	—			—			—			(37,055		)	—			(37,055		)
Net cash from discontinued operations	—			1,419			—			(41,983		)	—			(40,564		)
Net change in cash and cash equivalents	2			5,959			(1,050		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			137,621			2,590			100			—			140,311
Change in cash classified as discontinued operations	—			—			—			37,527			—			37,527
Cash and cash equivalents, end of period	$	2		$	143,580		$	1,540		$	219		$	—		$	145,341

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Related Party Transactions

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

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, 2016. 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, 2016, 2015 and 2014, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

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Subsequent Events

12 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

In February 2017, we invested $43.0 million to exercise a purchase option to acquire leased land underlying The Orleans.

We have evaluated all events or transactions that occurred after December 31, 2016. During this period, up to the filing date, we did not identify any subsequent events, other than the exercise of a purchase option mentioned above and the acquisition of land that is the intended site of the Wilton Rancheria casino (see Note 9, Commitments and Contingencies), the effects of which would require disclosure or adjustment to our financial position or results of operations.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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, 2016, we are a diversified operator of 24 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, which we aggregate 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 and South
Par-A-Dice Hotel Casino	East Peoria, Illinois
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

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.

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”) (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.

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.

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.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at their date of purchase, 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

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

Accounts Receivable, net

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.

Inventories

Inventories

Inventories consist primarily of food and 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, 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.

Capitalized Interest

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. Interest capitalized during the years ended December 31, 2016, 2015 and 2014 was $0.5 million, $0.1 million and $1.4 million, respectively.

Marketable Securities, Available-for-sale Securities

Investment in Available for Sale Securities

We have an investment in $21.0 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, 2016 and 2015 was $17.3 million and $17.8 million, respectively. At both December 31, 2016 and 2015, $0.4 million is included in prepaid expenses and other current assets, and $16.8 million and $17.4 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,
2017	$	440
2018	475
2019	510
2020	550
2021	590
Thereafter	18,395
Total	$	20,960

Schedule of Bond Maturity Dates

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,
2017	$	440
2018	475
2019	510
2020	550
2021	590
Thereafter	18,395
Total	$	20,960

Intangible Assets

Intangible Assets

Intangible assets include customer relationships, favorable lease rates, development agreements, gaming license rights and trademarks.

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. 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

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.

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 reasonable 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 reasonable expected to be realized from the sale of the subject reporting unit.

Revenue Recognition, Loyalty Programs [Policy Text Block]

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 and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual is included in accrued liabilities on our consolidated balance sheets.

Long-Term Debt, Net

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

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-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.

In performing our valuation allowance analysis 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 the year ended December 31, 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 our deferred tax assets would be realized. As a result, in 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.

Our current tax rate is impacted by adjustments that are largely independent of our operating results before taxes.  In the current year, such adjustments relate primarily to the release of the valuation allowance on a significant portion of our deferred tax assets. In the prior year, the adjustments relate primarily to changes in our valuation allowance, the realization of certain unrecognized tax benefits inclusive of the reversal of related accrued interest and impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability.

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-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 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

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.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2016, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling Interest

Noncontrolling interest represents the ownership interest in one of our subsidiaries that is held by a third party.

Revenue Recognition

Revenue Recognition

Gaming revenue represents the net win from gaming activities, which is the aggregate difference between gaming wins and losses. The majority of our gaming revenue is counted in the form of cash and chips and therefore is not subject to any significant or complex estimation procedures. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues.

Race revenue recognition criteria are met at the time the results of the event are official.

Room revenue recognition criteria are met at the time of occupancy.

Food and beverage revenue recognition criteria are met at the time of service.

Promotional Allowances

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include 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 and 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 and beverage, and to a lesser extent for other goods or services, depending upon the property.

Gaming Taxes

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 $321.7 million, $332.1 million and $330.8 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Advertising Expense

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 $32.3 million, $33.4 million and $32.2 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Corporate Expense

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

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, 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

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. 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.

Earnings per Share

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) 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.

Due to the net loss for the year ended December 31, 2014, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were 913,900 for year ended December 31, 2014.

Concentration of Credit Risk

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

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.

Revisions and Reclassifications

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Accounting Standards Update 2017-04, Intangibles-Goodwill and Other ("Update 2017-04")

In January 2017, the Financial Accounting Standards Board ("FASB") issued Update 2017-04, which addresses goodwill impairment testing. Instead of determining goodwill impairment by calculating the implied fair value of goodwill, an entity should perform goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. 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 2017-04 to the financial statements.

Accounting Standards Update 2016-18, Statement of Cash Flows ("Update 2016-18")

In November 2016, the FASB issued Update 2016-18, which amends Accounting Standards Codification ("ASC") 230 to add or clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. The 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. The Company is evaluating the impact of the adoption of Update 2016-18 to the financial statements.

Accounting Standards Update 2016-17, Consolidation ("Update 2016-17")

In October 2016, the FASB issued Update 2016-17, which amends the guidance on related parties that are under common control.

The ASU provides guidance on a single decision maker does not consider indirect interest held through related parties as equivalent to direct interests in determining whether it meets the economics criterion to be a primary beneficiary. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-17 to the financial statements.

Accounting Standards Update 2016-16, Income Taxes ("Update 2016-16")

In October 2016, the FASB issued Update 2016-16, which addresses the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is evaluating the impact of the new standard on its consolidated financial statements.

Accounting Standards Update 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. The Accounting Standards Update ("ASU") 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 standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the impact of the adoption of Update 2016-15 to the financial statements.

Accounting Standards Update 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 financial statements.

Accounting Standards Update 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); Accounting Standards Update 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"); Accounting Standards Update 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing ("Update 2016-10"); and Accounting Standards Update 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08")

In March 2016 through May 2016, the FASB issued Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, which amend and further clarify the new revenue standard, Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09"), which was subsequently amended and deferred in Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14", and collectively with the original standard, Update 2014-09, and subsequent amendments, Update 2016-08, Update 2016-10, Update 2016-11 and Update 2016-12, the "Revenue Standard"). The Revenue Standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Earlier application is permitted only for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is evaluating the impact of the new guidance and has neither determined the full impact this standard may have on our financial statements nor decided upon the planned method of adoption.  Interpretations of the new guidance are on-going and could have a significant impact on our implementation.  Currently, we expect decreases in departmental revenues, since the historical presentation that reflects revenues gross for goods and services given to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net revenues, will no longer be allowed.  We also expect the accounting for our frequent player programs to be impacted, with possible changes to the timing and/or classification of certain transactions within revenues and between revenues and operating expenses.  We will continue to update our assessment of the effects of the new guidance on our financial statements, and we will disclose further those effects when known.

Accounting Standards Update 2016-09, Compensation - Stock Compensation ("Update 2016-09")

In March 2016, the FASB issued Update 2016-09 which simplifies 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 which we anticipate will cause volatility in our future effective tax rate. The Company will adopt this standard in the first quarter 2017. The cumulative effect of this change in accounting method will be recorded as an increase in retained earnings by approximately $15.8 million.

Accounting Standards Update 2016-07, Investments - Equity Method and Joint Ventures ("Update 2016-07")

In March 2016, the FASB issued Update 2016-07 which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2016-02, Leases ("Update 2016-02")

In February 2016, the FASB issued Update 2016-02 which requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The 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. The Company is evaluating the impact of the adoption of Update 2016-02 to the financial statements.

Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("Update 2016-01")

In January 2016, the FASB issued Update 2016-01, which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted only if explicit early adoption guidance is applied. The Company is evaluating the impact of the new standard on its consolidated financial statements.

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.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Schedule of Composition of Segments

Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, which we aggregate 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 and South
Par-A-Dice Hotel Casino	East Peoria, Illinois
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

Schedule of Allowance for Doubtful Accounts

The activity comprising our allowance for doubtful accounts is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Beginning balance, January 1,	$	2,087		$	1,971		$	2,913
Additions due to Acquisitions	87			—			—
Additions	345			361			277
Deductions	(548		)	(245		)	(1,219		)
Ending balance	$	1,971		$	2,087		$	1,971

Schedule of Property and Equipment

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

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2016		2015
Land	$	251,316	$	229,857
Buildings and improvements	2,915,664		2,539,578
Furniture and equipment	1,243,724		1,152,277
Riverboats and barges	239,264		238,743
Construction in progress	86,226		42,497
Other	726		7,404
Total property and equipment	4,736,920		4,210,356
Less accumulated depreciation	2,131,751		1,985,014
Property and equipment, net	$	2,605,169	$	2,225,342

Schedule of Bond Maturity Dates

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,
2017	$	440
2018	475
2019	510
2020	550
2021	590
Thereafter	18,395
Total	$	20,960

Changes in Self-Insurance Reserves

Self-insurance reserves are included in other liabilities on our consolidated balance sheets.

The activity comprising our self-insurance reserves is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Beginning balance	$	30,068		$	33,004		$	32,507
Additions
Charged to costs and expenses	79,685			80,311			80,734
Due to acquisitions	14			—			—
Payments made	(78,745		)	(83,247		)	(80,237		)
Ending balance	$	31,022		$	30,068		$	33,004

Schedule of Promotional Allowances

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	74,937	$	77,177	$	77,751
Food and beverage	146,946		150,598		151,677
Other	13,694		14,870		11,109
Total promotional allowances	$	235,577	$	242,645	$	240,537

The estimated costs of providing such promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Rooms	$	33,514	$	35,605	$	36,837
Food and beverage	130,941		133,717		138,040
Other	12,417		12,290		11,407
Total cost of promotional allowances	$	176,872	$	181,612	$	186,284

Weighted-Average Assumptions Used in Estimating the Fair Value of Significant Stock Option Grants and Awards

The following table discloses the weighted-average assumptions used in estimating the fair value of our significant stock option grants and awards:

	Year Ended December 31,
	2016			2015			2014
Expected stock price volatility	46.62		%	49.06		%	54.14		%
Risk-free interest rate	1.39		%	1.59		%	1.64		%
Expected option life (in years)	5.4			5.3			5.4
Estimated fair value per share	$	7.67		$	9.06		$	5.70

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2016		2015
Land	$	251,316	$	229,857
Buildings and improvements	2,915,664		2,539,578
Furniture and equipment	1,243,724		1,152,277
Riverboats and barges	239,264		238,743
Construction in progress	86,226		42,497
Other	726		7,404
Total property and equipment	4,736,920		4,210,356
Less accumulated depreciation	2,131,751		1,985,014
Property and equipment, net	$	2,605,169	$	2,225,342

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following:

	December 31, 2016
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.1 years	$	144,780	$	(125,318	)	$	—		$	19,462
Favorable lease rates	31.4 years	45,370		(13,039		)	—			32,331
Development agreement	—	21,373		—			—			21,373
		211,523		(138,357		)	—			73,166
Indefinite lived intangible assets:
Trademarks	Indefinite	153,687		—			(4,300		)	149,387
Gaming license rights	Indefinite	873,335		(33,960		)	(179,974		)	659,401
		1,027,022		(33,960		)	(184,274		)	808,788
Balance, December 31, 2016		$	1,238,545	$	(172,317	)	$	(184,274	)	$	881,954

	December 31, 2015
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	1.9 years	$	136,300	$	(109,994	)	$	—		$	26,306
Favorable lease rates	32.4 years	45,370		(11,997		)	—			33,373
Development agreement	—	21,373		—			—			21,373
		203,043		(121,991		)	—			81,052
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(156,374		)	683,001
		1,002,836		(33,960		)	(159,874		)	809,002
Balance, December 31, 2015		$	1,205,879	$	(155,951	)	$	(159,874	)	$	890,054

Schedule of Changes in Intangible Assets

The following table sets forth the changes in these intangible assets:

(In thousands)	Customer Relationships			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2014	$	85,267		$	35,458		$	21,373	$	128,287		$	740,275		$	1,010,660
Additions	—			—			—		14			—			14
Impairments	—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	(1,044		)	—		—			—			(34,353		)
Other	—			—			—		(2,000		)	—			(2,000		)
Balance, December 31, 2014	51,958			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—		—			—			—
Impairments	—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	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

Schedule of Expected Amortization Expense

Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2017	$	14,599	$	1,043	$	15,642
2018	2,308		1,043		3,351
2019	1,529		1,043		2,572
2020	828		1,043		1,871
2021	198		1,043		1,241
Thereafter	—		27,116		27,116
Total future amortization	$	19,462	$	32,331	$	51,793

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill [Abstract]

Schedule of Goodwill By Segment [Table Text Block]

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	$	531,819	$	—		$	(165,479	)	$	366,340
Downtown Las Vegas	6,997		(6,134		)	—			863
Midwest and South	471,735		—			(12,462		)	459,273
Balance, December 31, 2016	$	1,010,551	$	(6,134	)	$	(177,941	)	$	826,476

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2016		2015
Payroll and related expenses	$	68,102	$	71,815
Interest	33,407		35,337
Gaming liabilities	41,942		37,496
Player loyalty program liabilities	19,076		18,491
Other accrued liabilities	88,555		86,379
Total accrued liabilities	$	251,082	$	249,518

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2016

Line of Credit Facility [Line Items]

Schedule of Long-term Debt Instruments

Long-term debt, net of current maturities and debt issuance costs consists of the following:

			December 31, 2016
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2016		Principal		Discount			Fees and Costs			Debt, Net
Bank credit facility	3.44	%	$	1,782,538	$	(1,888	)	$	(28,503	)	$	1,752,147
6.875% senior notes due 2023	6.88	%	750,000		—			(11,209		)	738,791
6.375% senior notes due 2026	6.38	%	750,000		—			(12,074		)	737,926
Other	5.80	%	591		—			—			591
Total long-term debt			3,283,129		(1,888		)	(51,786		)	3,229,455
Less current maturities			30,336		—			—			30,336
Long-term debt, net			$	3,252,793	$	(1,888	)	$	(51,786	)	$	3,199,119

			December 31, 2015
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2015		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.75	%	$	1,209,725	$	(2,702	)	$	(9,746	)	$	1,197,277
9.00% senior notes due 2020	9.00	%	350,000		—			(7,044		)	342,956
6.875% senior notes due 2023	6.88	%	750,000		—			(12,934		)	737,066
			2,309,725		(2,702		)	(29,724		)	2,277,299
Peninsula Gaming Debt:
Bank credit facility	4.25	%	662,750		—			(14,143		)	648,607
8.375% senior notes due 2018	8.38	%	350,000		—			(6,357		)	343,643
			1,012,750		—			(20,500		)	992,250
Total long-term debt			3,322,475		(2,702		)	(50,224		)	3,269,549
Less current maturities			29,750		—			—			29,750
Long-term debt, net			$	3,292,725	$	(2,702	)	$	(50,224	)	$	3,239,799

Schedule of Line of Credit Facilities

The outstanding principal amounts at December 31, 2016 under the Credit Facility and at December 31, 2015 under the Prior Credit Facility are comprised of the following:

	December 31,
(In thousands)	2016		2015
Revolving Credit Facility	$	245,000	$	240,000
Term A Loan	222,188		183,275
Term B-1 Loan	271,750		730,750
Term B-2 Loan	997,500		—
Swing Loan	46,100		55,700
Total outstanding principal amounts	$	1,782,538	$	1,209,725

Maximum Total Leverage Ratio

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-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:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
September 30, 2016 through December 31, 2016	7.75	to	1.00
March 31, 2017 through December 31, 2017	7.00	to	1.00
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 Secured Leverage Ratio

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-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
September 30, 2016 through December 31, 2017	4.50	to	1.00
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 Consolidated Leverage Ratio

(In thousands)
Term Loan	$	647,750
Revolving Credit Facility	9,000
Swing Loan	6,000
Total outstanding principal amounts under the Peninsula Credit Facility	$	662,750

Schedule of 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,
2017	$	30,336
2018	76,441
2019	30,346
2020	266,102
2021	432,295
Thereafter	2,447,609
Total outstanding principal of long-term debt	$	3,283,129

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Deferred Tax Assets and Liabilities

Components Comprising Deferred Tax Assets and Liabilities

The components comprising our deferred tax assets and liabilities are as follows:

	December 31,
(In thousands)	2016			2015
Deferred tax assets
Federal net operating loss carryforwards	$	201,978		$	308,738
State net operating loss carryforwards	38,715			47,711
Share-based compensation	26,344			32,524
Other	61,289			43,936
Gross deferred tax assets	328,326			432,909
Valuation allowance	(28,402		)	(247,761		)
Deferred tax assets, net of valuation allowance	299,924			185,148
Deferred tax liabilities
Difference between book and tax basis of property and intangible assets	337,654			322,387
State tax liability	31,443			13,428
Other	14,807			11,522
Gross deferred tax liabilities	383,904			347,337
Deferred tax liabilities, net	$	83,980		$	162,189

Summary of Provision (Benefit) for Income Taxes

A summary of the provision (benefit) for income taxes is as follows:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Current
Federal	$	—		$	—		$	442
State	1,242			2,052			(289		)
Total current taxes provision (benefit)	1,242			2,052			153
Deferred
Federal	(190,207		)	(9,493		)	(6,336		)
State	(8,521		)	807			775
Total deferred taxes provision (benefit)	(198,728		)	(8,686		)	(5,561		)
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(197,486	)	$	(6,634	)	$	(5,408	)
Provision (benefit) for income taxes from discontinued operations	146,379			(540		)	6,161
Provision (benefit) for income taxes from continuing and discontinued operations	$	(51,107	)	$	(7,174	)	$	753

Schedule of Effective Income Tax Rate Reconciliation

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,
	2016		2015		2014
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Valuation allowance for deferred tax assets	(2,448.1	)%	200.9	%	(20.9	)%
State income taxes, net of federal benefit	(59.2	)%	69.2	%	(0.9	)%
Compensation-based credits	(21.7	)%	(60.8	)%	2.3	%
Company provided benefits	14.8	%	152.9	%	(3.0	)%
Nondeductible expenses	10.3	%	19.0	%	(1.9	)%
Tax exempt interest	(6.9	)%	(13.8	)%	1.0	%
Accrued interest on uncertain tax benefits	2.1	%	(139.7	)%	(2.0	)%
Uncertain tax benefits	—	%	(421.6	)%	—	%
Other, net	1.5	%	(4.5	)%	0.1	%
Effective tax rate	(2,472.2	)%	(163.4	)%	9.7	%

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year Ended December 31,
(In thousands)	2016		2015			2014
Unrecognized tax benefit, beginning of year	$	2,482	$	30,198		$	37,059
Additions:
Tax positions related to current year	—		—			487
Reductions:
Tax positions related to the Deconsolidation of Borgata	—		—			(6,221		)
Lapse of applicable statute of limitations	—		—			(1,097		)
Tax position related to prior years	—		(27,716		)	(30		)
Unrecognized tax benefits, end of year	$	2,482	$	2,482		$	30,198

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases

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,
2017	$	45,970
2018	18,517
2019	16,326
2020	14,083
2021	13,665
Thereafter	322,243
Total	$	430,804

Schedule of Future Minimum Rental Income

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 ending December 31,
2017	$	2,111
2018	1,624
2019	1,061
2020	462
2021	358
Thereafter	576
Total	$	6,192

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Stockholders' Equity and Stock Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Plan Activity

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, 2014	9,143,910		$	26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	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	3.9	$	15,739
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145
Exercisable at December 31, 2016	2,696,315		$	24.27	3.1	$	14,587

Information About Stock Options Outstanding and Exercisable

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2016:

	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-$7.55	411,659	4.2	$	6.74	411,659	$	6.74
8.34	310,546	3.8	8.34		310,546	8.34
9.86	375,678	6.6	9.86		375,678	9.86
11.57	244,351	7.2	11.57		174,061	11.57
17.75	216,509	9.9	17.75		—	—
19.98	200,673	8.4	19.98		75,871	19.98
33.31	25,000	1.0	33.31		25,000	33.31
38.11	380,000	0.9	38.11		380,000	38.11
39.78	943,500	0.8	39.78		943,500	39.78
$5.22-$39.78	3,107,916	3.9	$	23.36	2,696,315	$	24.27

RSU Activity

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826
Granted	542,220		$18.06
Canceled	(30,400	)
Awarded	(871,528	)
Outstanding at December 31, 2016	1,961,118

PSU Activity

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480
Granted	241,235		$17.75
Performance Adjustment	(148,272	)
Canceled	—
Awarded	(213,365	)
Outstanding at December 31, 2016	1,129,078

Career Shares Activity

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575
Granted	73,064		$19.01
Canceled	—
Awarded	—
Outstanding at December 31, 2016	1,041,639

Share-based Compensation Costs by Award Plan

The following table summarizes our share-based compensation costs by award type:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Stock Options	$	1,974	$	2,821	$	2,733
Restricted Stock Units	8,883		9,909		8,010
Performance Stock Units	3,353		5,135		6,537
Career Shares	1,308		1,399		1,196
Total share-based compensation costs	$	15,518	$	19,264	$	18,476

Classification Detail of Share-based Employee Compensation Costs

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:

	Year Ended December 31,
(In thousands)	2016		2015		2014
Gaming	$	428	$	393	$	387
Food and beverage	82		75		74
Room	39		36		35
Selling, general and administrative	2,176		1,996		1,965
Corporate expense	12,793		16,764		16,207
Other operating items, net	—		—		(192		)
Total share-based compensation expense	$	15,518	$	19,264	$	18,476

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Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2016

Noncontrolling Interest [Abstract]

Schedule of Changes in Noncontrolling Interest

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			Other		Total
Beginning balance, January 1, 2014	$	180,430		$	20	$	180,450
Capital contributions	—			30		30
Attributable net loss	11,403			—		11,403
Comprehensive income	—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—		(191,833		)
Balance, December 31, 2014	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2015	—			50		50
Capital contributions	—			—		—
Attributable net income	—			—		—
Comprehensive income	—			—		—
Balance, December 31, 2016	$	—		$	50	$	50

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following tables show the fair values of certain of our financial instruments:

	December 31, 2016
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	193,862	$	193,862	$	—	$	—
Restricted cash	16,488		16,488		—		—
Investment available for sale	17,259		—		—		17,259
Liabilities
Contingent payments	$	3,038	$	—	$	—	$	3,038

	December 31, 2015
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	158,821	$	158,821	$	—	$	—
Restricted cash	19,030		19,030		—		—
Investment available for sale	17,839		—		—		17,839
Liabilities
Contingent payments	$	3,632	$	—	$	—	$	3,632

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Level 3 Inputs

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

	December 31, 2016
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Contingent Payments
Balance at January 1, 2016	$	17,839		$	(3,632	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	130			(600		)
Included in other comprehensive income (loss)	(299		)	—
Included in other items, net	—			346
Purchases, sales, issuances and settlements:
Settlements	(411		)	848
Balance at December 31, 2016	$	17,259		$	(3,038	)

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Total gains (losses) (realized or unrealized):
Included in interest income (expense)	125			75			(627		)
Included in other comprehensive income (loss)	(263		)	—			—
Included in other items, net	—			—			(96		)
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Balance at December 31, 2015	$	17,839		$	—		$	(3,632	)

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

The table below summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities:

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.3	%

Fair Value, Assets Measured on Recurring and Nonrecurring Basis

The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:

	December 31, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	33,456	$	26,660	$	27,054	Level 3
Other financial instruments	100		97		97		Level 3

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	35,126	$	27,660	$	28,381	Level 3
Other financial instruments	200		186		186		Level 3

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following table provides the fair value measurement information about our long-term debt:

	December 31, 2016
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Credit Facility	$	1,782,538	$	1,752,147	$	1,791,853	Level 2
6.875% Senior Notes due 2023	750,000		738,791		806,250		Level 1
6.375% Senior Notes due 2026	750,000		737,926		804,375		Level 1
Other	591		591		591		Level 3
Total debt	$	3,283,129	$	3,229,455	$	3,403,069

	December 31, 2015
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Credit Facility	$	1,209,725	$	1,197,277	$	1,202,870	Level 2
9.125% Senior Notes due 2018	350,000		342,956		372,750		Level 1
6.875% Senior Notes due 2023	750,000		737,066		772,500		Level 1
	2,309,725		2,277,299		2,348,120
Peninsula Gaming Debt:
Bank credit facility	662,750		648,607		661,131		Level 2
8.375% Senior Notes due 2018	350,000		343,643		357,000		Level 2
	1,012,750		992,250		1,018,131
Total debt	$	3,322,475	$	3,269,549	$	3,366,251

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated

The following table sets forth, for the periods indicated, certain operating data for our Reportable Segments, and reconciles Adjusted EBITDA to operating income, as reported in our accompanying consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2016			2015			2014
Net Revenues
Las Vegas Locals	$	647,867		$	610,107		$	592,652
Downtown Las Vegas	236,385			234,191			224,275
Midwest and South	1,299,724			1,355,134			1,325,328
Total Reportable Segment Net Revenues	$	2,183,976		$	2,199,432		$	2,142,255
Adjusted EBITDA
Las Vegas Locals	$	176,420		$	157,312		$	144,397
Downtown Las Vegas	52,420			49,314			37,309
Midwest and South	367,365			380,942			345,058
Total Reportable Segment Adjusted EBITDA	596,205			587,568			526,764
Corporate expense	(59,875		)	(60,177		)	(59,420		)
Adjusted EBITDA	536,330			527,391			467,344
Other operating costs and expenses
Deferred rent	3,266			3,428			3,616
Depreciation and amortization	196,226			207,118			208,915
Project development, preopening and writedowns	22,107			6,907			13,747
Share-based compensation expense	15,518			19,264			18,666
Impairments of assets	38,302			18,565			48,681
Other operating charges, net	284			907			(13		)
Total other operating costs and expenses	275,703			256,189			293,612
Operating income	$	260,627		$	271,202		$	173,732

Reconciliation of Assets from Segment to Consolidated

The Company's total assets, by Reportable Segment, consisted of the following amounts:

	December 31,
(In thousands)	2016		2015
Assets
Las Vegas Locals	$	1,785,858	$	1,155,224
Downtown Las Vegas	157,319		138,159
Midwest and South	2,556,307		2,634,742
Total Reportable Segment assets	4,499,484		3,928,125
Corporate	171,267		422,775
Total assets	$	4,670,751	$	4,350,900

Capital Expenditures by Reportable Segment

The Company's capital expenditures by Reportable Segment, consisted of the following:

	Year Ended December 31,
(In thousands)	2016			2015		2014
Capital Expenditures:
Las Vegas Locals	$	42,069		$	41,772	$	31,653
Downtown Las Vegas	28,431			13,000		9,917
Midwest and South	73,255			60,887		89,029
Total Reportable Segment Capital Expenditures	143,755			115,659		130,599
Corporate	16,672			12,646		(8,786		)
Total Capital Expenditures	160,427			128,305		121,813
Change in Accrued Property Additions	(69		)	2,865		15,938
Cash-Based Capital Expenditures	$	160,358		$	131,170	$	137,751

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.

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Selected Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information

The following table presents selected quarterly financial information:

	Year Ended December 31, 2016
(In thousands, except per share data)	First		Second		Third		Fourth		Year
Summary Operating Results:
Net revenues	$	552,378	$	544,874	$	531,901	$	554,823	$	2,183,976
Operating income	82,250		80,490		67,916		29,971		260,627
Income from continuing operations, net of tax	$	21,560	$	11,307	$	161,864	$	10,742	$	205,473
Income from discontinued operations, net of tax	11,630		18,715		180,707		1,478		212,530
Net income attributable to Boyd Gaming Corporation	$	33,190	$	30,022	$	342,571	$	12,220	$	418,003
Basic net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.41	$	0.10	$	1.79
Discontinued operations	0.10		0.16		1.58		0.01		1.86
Basic net income per common share	$	0.29	$	0.26	$	2.99	$	0.11	$	3.65
Diluted net income per common share:
Continuing operations	$	0.19	$	0.10	$	1.40	$	0.10	$	1.78
Discontinued operations	0.10		0.16		1.57		0.01		1.85
Diluted net income per common share	$	0.29	$	0.26	$	2.97	$	0.11	$	3.63

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	71,883		83,094			69,423		46,802			271,202
Income (loss) from continuing operations, net of tax	$	30,504	$	(12,390	)	$	7,015	$	(14,434	)	$	10,695
Income from discontinued operations, net of tax	4,599		5,965			18,410		7,565			36,539
Net income (loss) attributable to Boyd Gaming Corporation	$	35,103	$	(6,425	)	$	25,425	$	(6,869	)	$	47,234
Basic net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.17		0.07			0.32
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share:
Continuing operations	$	0.27	$	(0.11	)	$	0.06	$	(0.13	)	$	0.10
Discontinued operations	0.04		0.05			0.16		0.07			0.32
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

XML

Condensed Consolidating Financial Information (Tables)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Balance Sheet

Condensed Consolidating Balance Sheets

	December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
				Guarantor		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,212		$	168,898	$	23,752		$	—		$	—		$	193,862
Other current assets	78,915			9,644		25,979			—			(453		)	114,085
Property and equipment, net	73,180			2,096,764		435,225			—			—			2,605,169
Investments in subsidiaries	4,505,897			139,465		—			—			(4,645,362		)	—
Intercompany receivable	—			1,464,361		—			—			(1,464,361		)	—
Other assets, net	13,598			27,551		8,056			—			—			49,205
Intangible assets, net	—			825,667		56,287			—			—			881,954
Goodwill, net	—			672,067		154,409			—			—			826,476
Total assets	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	30,250		$	—	$	86		$	—		$	—		$	30,336
Other current liabilities	93,762			179,624		63,211			—			(1,429		)	335,168
Accumulated losses of subsidiaries in excess of investment	—			—		8,257			—			(8,257		)	—
Intercompany payable	521,002			—		942,155			254			(1,463,411		)	—
Long-term debt, net of current maturities and debt issuance costs	3,198,613			—		506			—			—			3,199,119
Other long-term liabilities	(104,901		)	298,624		(21,721		)	—			—			172,002
Boyd Gaming Corporation stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,129		)	934,076
Noncontrolling interest	—			—		—			—			50			50
Total stockholders' equity (deficit)	934,076			4,926,169		(288,786		)	(254		)	(4,637,079		)	934,126
Total liabilities and stockholders' equity	$	4,672,802		$	5,404,417	$	703,708		$	—		$	(6,110,176	)	$	4,670,751

Condensed Consolidating Balance Sheets - continued

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	156,116	$	2,482		$	221		$	—		$	158,821
Other current assets	14,602		73,902		10,415			—			(508		)	98,411
Property and equipment, net	68,515		2,120,455		36,372			—			—			2,225,342
Investments in subsidiaries	3,547,690		—		—			—			(3,547,690		)	—
Intercompany receivable	—		1,702,317		—			—			(1,702,317		)	—
Other assets, net	12,521		17,527		18,293			—			—			48,341
Intangible assets, net	—		865,995		24,059			—			—			890,054
Goodwill, net	—		684,529		781			—			—			685,310
Investment in unconsolidated subsidiary held for sale	—		244,621		—			—			—			244,621
Total assets	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	8,250	$	—		$	—		$	—		$	29,750
Other current liabilities	102,946		198,590		24,071			—			(286		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		4,507		302			—			(4,809		)	—
Intercompany payable	720,400		—		981,688			475			(1,702,563		)	—
Long-term debt, net of current maturities and debt issuance costs	2,255,800		983,999		—			—			—			3,239,799
Other long-term liabilities	34,723		213,296		—			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,907		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,456,820		(913,659		)	(254		)	(3,542,857		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	5,865,462	$	92,402		$	221		$	(5,250,515	)	$	4,350,900

Schedule of Condensed Income Statement

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2016
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)		Eliminations			Consolidated
Net revenues	$	121,939	$	2,127,064		$	78,308		$	—	$	(143,335	)	$	2,183,976
Operating costs and expenses
Operating	1,200		1,112,717			57,816			—		—			1,171,733
Selling, general and administrative	49,938		260,014			12,055			—		2			322,009
Maintenance and utilities	—		98,741			1,279			—		—			100,020
Depreciation and amortization	8,767		180,463			6,996			—		—			196,226
Corporate expense	66,703		1,738			4,227			—		—			72,668
Project development, preopening and writedowns	18,079		(3,297		)	7,325			—		—			22,107
Impairments of assets	1,440		36,862			—			—		—			38,302
Other operating items, net	181		103			—			—		—			284
Intercompany expenses	1,205		140,671			1,461			—		(143,337		)	—
Total operating costs and expenses	147,513		1,828,012			91,159			—		(143,335		)	1,923,349
Equity in earnings of subsidiaries	442,902		(2,039		)	—			—		(440,863		)	—
Operating income (loss)	417,328		297,013			(12,851		)	—		(440,863		)	260,627
Other expense (income)
Interest expense, net	157,923		51,773			35			—		—			209,731
Loss on early extinguishments and modifications of debt	28,356		14,008			—			—		—			42,364
Other, net	1		617			(73		)	—		—			545
Total other expense, net	186,280		66,398			(38		)	—		—			252,640
Income (loss) from continuing operations before income taxes	231,048		230,615			(12,813		)	—		(440,863		)	7,987
Income taxes benefit	186,955		10,405			126			—		—			197,486
Income (loss) from continuing operations, net of tax	418,003		241,020			(12,687		)	—		(440,863		)	205,473
Income (loss) from discontinued operations, net of tax	—		212,530			—			—		—			212,530
Net income (loss)	$	418,003	$	453,550		$	(12,687	)	$	—	$	(440,863	)	$	418,003
Comprehensive income (loss)	$	417,704	$	453,251		$	(12,687	)	$	—	$	(440,564	)	$	417,704

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2015
						Non-			Non-
						Guarantor			Guarantor
						Subsidiaries			Subsidiaries
			Guarantor			(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	2,173,147		$	48,353		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		1,145,181			43,843			—			—			1,190,824
Selling, general and administrative	48,173		267,661			6,604			—			(18		)	322,420
Maintenance and utilities	—		103,086			1,462			—			—			104,548
Depreciation and amortization	6,179		196,865			4,074			—			—			207,118
Corporate expense	71,700		1,781			3,460			—			—			76,941
Project development, preopening and writedowns	884		2,351			3,596			76			—			6,907
Impairments of assets	—		17,500			1,065			—			—			18,565
Other operating items, net	599		308			—			—			—			907
Intercompany expenses	1,204		140,971			1,416			—			(143,591		)	—
Total operating costs and expenses	130,539		1,875,704			65,520			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	190,570		(2,204		)	(76		)	—			(188,290		)	—
Operating income (loss)	181,572		295,239			(17,243		)	(76		)	(188,290		)	271,202
Other expense (income)
Interest expense, net	125,890		96,818			24			—			—			222,732
Loss on early extinguishments of debt	30,829		9,904			—			—			—			40,733
Other, net	396		2,959			321			—			—			3,676
Total other expense, net	157,115		109,681			345			—			—			267,141
Income (loss) from continuing operations before income taxes	24,457		185,558			(17,588		)	(76		)	(188,290		)	4,061
Income taxes benefit (provision)	22,777		(16,089		)	(54		)	—			—			6,634
Income (loss) from continuing operations, net of tax	47,234		169,469			(17,642		)	(76		)	(188,290		)	10,695
Income from discontinued operations, net of tax	—		36,539			—			—			—			36,539
Net income (loss)	$	47,234	$	206,008		$	(17,642	)	$	(76	)	$	(188,290	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,745		$	(17,642	)	$	(76	)	$	(188,027	)	$	46,971

Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	2,114,021		$	48,687		$	—		$	(137,612	)	$	2,142,255
Operating costs and expenses
Operating	1,800			1,134,312			48,330			—			—			1,184,442
Selling, general and administrative	46,708			273,924			7,187			—			(220		)	327,599
Maintenance and utilities	—			108,002			1,523			1			—			109,526
Depreciation and amortization	5,667			200,356			2,892			—			—			208,915
Corporate expense	71,951			1,849			1,826			—			—			75,626
Project development, preopening and writedowns	105			8,894			4,586			162			—			13,747
Impairments of assets	320			41,090			7,271			—			—			48,681
Other operating items, net	164			(177		)	—			—			—			(13		)
Intercompany expenses	1,204			134,710			1,478			—			(137,392		)	—
Total operating costs and expenses	127,919			1,902,960			75,093			163			(137,612		)	1,968,523
Equity in earnings of subsidiaries	85,268			(2,764		)	(162		)	—			(82,342		)	—
Operating income (loss)	74,508			208,297			(26,568		)	(163		)	(82,342		)	173,732
Other expense (income)
Interest expense, net	132,204			95,953			24			—			—			228,181
Loss on early extinguishments of debt	—			1,536			—			—			—			1,536
Other, net	(793		)	(683		)	1,524			—			—			48
Total other expense, net	131,411			96,806			1,548			—			—			229,765
Income (loss) from continuing operations before income taxes	(56,903		)	111,491			(28,116		)	(163		)	(82,342		)	(56,033		)
Income taxes benefit (provision)	3,862			1,644			(98		)	—			—			5,408
Income (loss) from continuing operations, net of tax	(53,041		)	113,135			(28,214		)	(163		)	(82,342		)	(50,625		)
Income (loss) from discontinued operations, net of tax	—			(13,819		)	—			22,806			—			8,987
Income from discontinued operations attributable to noncontrolling interest, net of tax	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,316		$	(28,214	)	$	22,643		$	(93,745	)	$	(53,041	)
Comprehensive income	$	(51,577	)	$	100,780		$	(28,214	)	$	22,643		$	(95,209	)	$	(51,577	)

Schedule of Condensed Cash Flow Statement

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2016
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(86,502	)	$	334,764		$	55,815		$	—		$	(1,196	)	$	302,881
Cash flows from investing activities
Capital expenditures	(42,840		)	(115,978		)	(1,540		)	—			—			(160,358		)
Cash paid for acquisitions, net of cash received	(592,703		)	—			—			—			—			(592,703		)
Net activity with affiliates	—			237,956			—			—			(237,956		)	—
Distributions from subsidiary	9,150			—			—			—			(9,150		)	—
Other investing activities	—			7,529			6,678			—			—			14,207
Net cash from investing activities	(626,393		)	129,507			5,138			—			(247,106		)	(738,854		)
Cash flows from financing activities
Borrowings under bank credit facility	2,039,175			237,000			—			—			—			2,276,175
Payments under bank credit facility	(1,466,362		)	(899,750		)	—			—			—			(2,366,112		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(42,220		)	—			—			—			—			(42,220		)
Retirements of senior notes	(350,000		)	(350,000		)	—			—			—			(700,000		)
Premium and consent fees paid	(15,750		)	—			—			—			—			(15,750		)
Net activity with affiliates	(199,398		)	—			(39,533		)	(221		)	239,152			—
Distributions to parent	—			(9,000		)	(150		)	—			9,150			—
Share-based compensation activities, net	(1,295		)	—			—			—			—			(1,295		)
Other financing activities	(45		)	—			—			—			—			(45		)
Net cash from financing activities	714,105			(1,021,750		)	(39,683		)	(221		)	248,302			(99,247		)
Cash flows from discontinued operations
Cash flows from operating activities	—			(27,796		)	—			—			—			(27,796		)
Cash flows from investing activities	—			598,057			—			—			—			598,057
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			570,261			—			—			—			570,261
Net change in cash and cash equivalents	1,210			12,782			21,270			(221		)	—			35,041
Cash and cash equivalents, beginning of period	2			156,116			2,482			221			—			158,821
Cash and cash equivalents, end of period	$	1,212		$	168,898		$	23,752		$	—		$	—		$	193,862

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	237,041		$	(13,085	)	$	(76	)	$	(209	)	$	325,751
Cash flows from investing activities
Capital expenditures	(48,591		)	(82,392		)	(187		)	—			—			(131,170		)
Net activity with affiliates	—			(66,691		)	—			—			66,691			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			1,236			—			—			—			4,528
Net cash from investing activities	(34,099		)	(147,847		)	(187		)	—			55,491			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			345,500			—			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	(425,150		)	—			—			—			(1,636,350		)
Proceeds from issuance of senior notes	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	(3		)	(157,810		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			172,124			78			(66,482		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Net cash from financing activities	(67,981		)	(90,753		)	14,214			78			(55,282		)	(199,724		)
Cash flows from discontinued operations
Cash flows from operating activities	—			14,095			—			—			—			14,095
Cash flows from investing activities	—			—			—			—			—			—
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			14,095			—			—			—			14,095
Net change in cash and cash equivalents	—			12,536			942			2			—			13,480
Cash and cash equivalents, beginning of period	2			143,580			1,540			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	156,116		$	2,482		$	221		$	—		$	158,821

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	323,402		$	1,847		$	4,290		$	(117	)	$	289,898
Cash flows from investing activities
Capital expenditures	(43,164		)	(94,442		)	(145		)	—			—			(137,751		)
Investments in and advances to unconsolidated subsidiaries, net				—			—			153						153
Net activity with affiliates	—			(158,791		)	—			—			158,791			—
Distribution from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(670		)	(5,242		)	—			—			(5,912		)
Net cash from investing activities	(37,864		)	(253,903		)	(5,387		)	153			153,491			(143,510		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			317,400			—			—			—			1,147,800
Payments under bank credit facility	(910,700		)	(377,150		)	—			—			—			(1,287,850		)
Debt financing costs, net	(83		)	—			—			—			—			(83		)
Payments under note payable	—			(9		)	—			—			—			(9		)
Net activity with affiliates	155,952			—			2,590			132			(158,674		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(64,959		)	2,490			132			(153,374		)	(138,321		)
Cash flows from discontinued operations
Cash flows from operating activities	—			1,419			—			31,542			—			32,961
Cash flows from investing activities	—			—			—			(36,470		)	—			(36,470		)
Cash flows from financing activities	—			—			—			(37,055		)	—			(37,055		)
Net cash from discontinued operations	—			1,419			—			(41,983		)	—			(40,564		)
Net change in cash and cash equivalents	2			5,959			(1,050		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			137,621			2,590			100			—			140,311
Change in cash classified as discontinued operations	—			—			—			37,527			—			37,527
Cash and cash equivalents, end of period	$	2		$	143,580		$	1,540		$	219		$	—		$	145,341

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Summary of Significant Accounting Policies (Organization) (Details)	12 Months Ended
	Dec. 31, 2016 entity segment
Organization Attributes [Line Items]
Number of Gaming Entertainment Properties | entity	24
Number of reportable segments | segment	3

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Summary of Significant Accounting Policies (Consolidation) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Jan. 31, 2010
Consolidated Entities [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Assets	$ 4,670,751	$ 4,350,900
Borgata
Consolidated Entities [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
MGM
Consolidated Entities [Line Items]
Equity Method Investment, Ownership Percentage			50.00%

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Summary of Significant Accounting Policies (Accounts Receivable, Net) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
allowance for doubtful accounts Receivable due to Acquisitions	$ 87
Self Insurance Reserve, Additions from Acquisitions	14	$ 0	$ 0
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance, January 1,	2,087	1,971	2,913
Additions	345	361	277
Deductions	(548)	(245)	(1,219)
Ending balance	$ 1,971	$ 2,087	$ 1,971

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Summary of Significant Accounting Policies (Property, Plant and Equipment Useful Lives) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Interest Costs Capitalized	$ 0.5	$ 0.1	$ 1.4
Building and Improvements | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Building and Improvements | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	40 years
Riverboats and Barges | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Riverboats and Barges | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	40 years
Furniture and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	1 year
Furniture and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	10 years

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Summary of Significant Accounting Policies (Investments) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Investment available for sale	$ 16,800	$ 17,400
Available-for-sale securities, current portion	400	400
Peninsula Gaming
Schedule of Available-for-sale Securities [Line Items]
Investment available for sale	$ 17,300	17,800
Available-for-sale securities, current portion		400
Peninsula Gaming | 7.5% City Bonds
Schedule of Available-for-sale Securities [Line Items]
Debt security, interest rate	7.50%
(In thousands)
2013	$ 440
2014	475
2015	510
2016	550
2017	590
Thereafter	18,395
Total	20,960
Peninsula Gaming | Other Assets, Net
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, noncurrent portion	$ 16,800	$ 17,400

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Summary of Significant Accounting Policies (Intangible Assets) (Details) - Favorable Lease Rates	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	31 years 4 months 24 days	32 years 4 months 24 days
Minimum
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	41 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	52 years

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Summary of Significant Accounting Policies (Noncontrolling Interest) (Details)	Dec. 31, 2016
Borgata
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	50.00%

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Summary of Significant Accounting Policies (Promotional Allowances) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Allowances [Line Items]
Promotional allowances	$ 235,577	$ 242,645	$ 240,537
Cost of promotional allowances	176,872	181,612	186,284
Rooms
Allowances [Line Items]
Promotional allowances	74,937	77,177	77,751
Cost of promotional allowances	33,514	35,605	36,837
Food and Beverage
Allowances [Line Items]
Promotional allowances	146,946	150,598	151,677
Cost of promotional allowances	130,941	133,717	138,040
Other Products and Services
Allowances [Line Items]
Promotional allowances	13,694	14,870	11,109
Cost of promotional allowances	$ 12,417	$ 12,290	$ 11,407

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Summary of Significant Accounting Policies (Preopening Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Preopening Expenses [Line Items]
Project development, preopening and writedowns	$ 6,907	$ 13,747

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Summary of Significant Accounting Policies (Stock Option Valuation Assumptions) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Expected stock price volatility	46.62%	49.06%	54.14%
Risk-free interest rate	1.39%	1.59%	1.64%
Expected option life (in years)	5 years 4 months 11 days	5 years 3 months 11 days	5 years 4 months 11 days
Estimated fair value per share	$ 7.67	$ 9.06	$ 5.70

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Summary of Significant Accounting Policies (Antidilutive Securities) (Details)	12 Months Ended
	Dec. 31, 2014 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	913,900

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Summary of Significant Accounting Policies (Other) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Schedule of CRDA Deposits [Line Items]
Cash and cash equivalents, maturity of qualifying investments, maximum	3 months
Restricted cash, maturity of qualifying investments, maximum	90 days
Interest Costs Capitalized	$ 500	$ 100	$ 1,400
Self Insurance Reserve [Roll Forward]
Self insurance reserve, beginning balance	30,068	33,004	32,507
Additions
Charged to costs and expenses	79,685	80,311	80,734
Payments made	(78,745)	(83,247)	(80,237)
Self insurance reserve, ending balance	31,022	30,068	33,004
Gaming taxes	321,700	332,100	330,800
Advertising expense	32,300	33,400	32,200
Corporate expense	$ 72,668	$ 76,941	$ 75,626

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Summary of Significant Accounting Policies Equity Method Investments (Details)	Dec. 31, 2016
Borgata
Schedule of Equity Method Investments [Line Items]
Ownership percentage by noncontrolling owners	50.00%

XML

Summary of Significant Accounting Policies Reclassification (Details)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revisions and Reclassifications

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Asset Acquisitions (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2011	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill, net		$ 826,476	$ 685,310	$ 685,310	$ 685,310
Minimum
Other Acquisitions
Obligation to fund certain pre-development costs, annual amount		1,000
Maximum
Other Acquisitions
Obligation to fund certain pre-development costs, annual amount		2,000
Development Agreement
Business Acquisition [Line Items]
Purchase price	$ 24,500
Peninsula
Business Acquisition [Line Items]
Goodwill, net		$ 459,273

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Asset Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands	Dec. 21, 2016	Sep. 28, 2016	Dec. 31, 2016	Dec. 20, 2016	Sep. 27, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill, net			$ 826,476			$ 685,310	$ 685,310	$ 685,310
Cannery Hotel and Casino, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land				$ 6,650
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets				29,929
Goodwill, net				26,401
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment				181,757
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets				16,330
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets				228,016
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities				15,850
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities				15,850
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net				212,166
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings				167,208
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment				7,264
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, CIP				$ 635
Business Combination, Transferred	$ 238,567
Aliante Gaming, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land					$ 16,680
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets					31,886
Goodwill, net					126,489
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment					226,309
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets					20,791
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets					278,986
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities					5,693
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities					636
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities					6,329
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net					272,657
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings					200,770
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment					8,217
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, CIP					$ 642
Business Combination, Transferred		$ 399,100
Peninsula
Business Acquisition [Line Items]
Goodwill, net			$ 459,273

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Asset Acquisitions (Acquired Property and Equipment) (Details)	12 Months Ended
	Dec. 31, 2016
Building and Improvements | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	3 years
Building and Improvements | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	40 years
Furniture and Equipment | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	1 year
Furniture and Equipment | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	10 years
Riverboats | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	5 years
Riverboats | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	40 years

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Asset Acquisitions Asset Acquisitions (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Goodwill, net	$ 826,476	$ 685,310	$ 685,310	$ 685,310
Trademarks
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	800	0
Gaming License Rights
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	23,600	$ 17,502	39,772
Peninsula
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Goodwill, net	$ 459,273
Peninsula | Trademarks
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)			$ 300

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Asset Acquisitions (Consolidated Statement of Operations of Acquiree) (Details) - USD ($) $ in Millions	Dec. 20, 2016	Sep. 27, 2016
Cannery Hotel and Casino, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net	$ 228.2
Business Acquisition, Transaction Costs	$ 10.5
Aliante Gaming, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net		$ 372.3
Business Acquisition, Transaction Costs		$ 2.2

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Asset Acquisitions (Bargain Purchase Gain) (Details) - USD ($) $ in Thousands	Dec. 21, 2016	Sep. 28, 2016	Dec. 20, 2016	Sep. 27, 2016
Cannery Hotel and Casino, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net			$ 228,200
Business Combination, Transferred	$ 238,567
Aliante Gaming, LLC [Member]
Business Acquisition [Line Items]
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net				$ 372,300
Business Combination, Transferred		$ 399,100

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Asset Acquisitions Real Estate Disposition (Details) - USD ($) $ in Thousands			3 Months Ended								7 Months Ended	9 Months Ended	12 Months Ended
	Feb. 16, 2017	Aug. 02, 2016	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Jul. 31, 2016	Sep. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Net Revenues			$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578			$ 2,183,976	$ 2,199,432	$ 2,142,255
Equity Method Investment, Ownership Percentage			50.00%										50.00%
Disposition of Echelon [Abstract]
Proceeds from Divestiture of Businesses		$ 900,000
Proceeds from Divestiture of Businesses, Net of Cash Divested		$ 589,000
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax													$ 181,700
Disposition of Dania Jai Alai [Abstract]
Investments in subsidiaries			$ 0				0					$ 221,400	0	0
Impairments of assets												$ 12,100	38,302	18,565	48,681
Costs and Expenses													1,923,349	1,928,230	1,968,523
Operating Income (Loss)			29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883			260,627	271,202	173,732
Interest expense, net of amounts capitalized													212,692	224,590	230,060
Gain Loss on Early Retirements of Debt													(42,364)	(40,733)	(1,536)
Income Tax Expense (Benefit)													(197,486)	(6,634)	(5,408)
Net Income (Loss) Attributable to Parent			$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103			$ 418,003	47,234	(53,041)
Borgata
Net Revenues											$ 485,510			804,166	179,147
Equity Method Investment, Ownership Percentage			50.00%										50.00%
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation													$ 9,100
Refund From Tax Settlement	$ 72,000
Disposition of Dania Jai Alai [Abstract]
Costs and Expenses											366,812			657,324	157,896
Operating Income (Loss)											118,698			146,842	21,251
Interest expense, net of amounts capitalized											26,378			59,681	17,431
Gain Loss on Early Retirements of Debt											1,628			18,895	740
Income Tax Expense (Benefit)											8,274			(3,731)	446
Net Income (Loss) Attributable to Parent											$ 82,418			$ 71,997	$ 2,634
MDDHC [Member]
Equity Method Investment, Ownership Percentage			1.00%										1.00%
Subsidiaries [Member]
Equity Method Investment, Ownership Percentage			49.00%										49.00%

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Deconsolidation of Certain Interests (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jan. 31, 2010
Consolidated Entities [Line Items]
Assets, Current		$ 307,947	$ 257,232
Equity Method Investment, Ownership Percentage		50.00%
Impairments of assets	$ 12,100	$ 38,302	18,565	$ 48,681
Assets		4,670,751	4,350,900
Liabilities, Current		365,504	355,071
Other long-term liabilities		$ 172,002	248,019
Borgata
Consolidated Entities [Line Items]
Equity Method Investment, Ownership Percentage		50.00%
Borgata
Consolidated Entities [Line Items]
Equity Method Investment, Ownership Percentage					50.00%
Segment Reconciling Items [Member]
Consolidated Entities [Line Items]
Impairments of assets		$ 38,302	$ 18,565	$ 48,681

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Deconsolidation of Certain Interests (Measurement Period Adjustments Not Recorded) (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Jul. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Maintenance and utilities		$ 100,020	$ 104,548	$ 109,526
Depreciation and amortization		196,226	207,118	208,915
Other operating items, net		284	907	13
Costs and Expenses		1,923,349	1,928,230	1,968,523
Interest expense, net of amounts capitalized		212,692	224,590	230,060
Total other expense, net		252,640	267,141	229,765
Income (loss) from continuing operations before income taxes		$ 7,987	4,061	(56,033)
Borgata
Condensed Financial Statements, Captions [Line Items]
Costs and Expenses	$ 366,812		657,324	157,896
Interest expense, net of amounts capitalized	$ 26,378		$ 59,681	$ 17,431

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Deconsolidation of Certain Interests (Borgata Results of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								7 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Jul. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Gaming										$ 1,820,176	$ 1,847,167	$ 1,799,724
Food and beverage										306,145	307,442	303,404
Room										170,816	163,509	157,427
Other										122,416	123,959	122,237
Gross revenues										2,419,553	2,442,077	2,382,792
Less promotional allowances										235,577	242,645	240,537
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578		2,183,976	2,199,432	2,142,255
Gaming										880,716	900,922	888,414
Food and beverage										170,053	168,096	168,730
Room										44,245	41,298	41,132
Other										76,719	80,508	86,166
Selling, general and administrative										322,009	322,420	327,599
Maintenance and utilities										100,020	104,548	109,526
Depreciation and amortization										196,226	207,118	208,915
Other operating items, net										284	907	13
Costs and Expenses										1,923,349	1,928,230	1,968,523
Operating Income (Loss)	29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883		260,627	271,202	173,732
Interest expense, net of amounts capitalized										212,692	224,590	230,060
Total other expense, net										252,640	267,141	229,765
Net Income (Loss) Attributable to Parent	$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103		418,003	47,234	(53,041)
Loss on early extinguishments and modifications of debt										42,364	40,733	1,536
Income taxes benefit										$ 197,486	6,634	5,408
Borgata
Condensed Financial Statements, Captions [Line Items]
Net Revenues									$ 485,510		804,166	179,147
Costs and Expenses									366,812		657,324	157,896
Operating Income (Loss)									118,698		146,842	21,251
Interest expense, net of amounts capitalized									26,378		59,681	17,431
Net Income (Loss) Attributable to Parent									82,418		71,997	2,634
Loss on early extinguishments and modifications of debt									(1,628)		(18,895)	(740)
Income taxes benefit									$ (8,274)		$ 3,731	$ (446)

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Deconsolidation of Certain Interests (Supplemental Pro Forma Information due to Consolidation of Borgata) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Gaming									$ 1,820,176	$ 1,847,167	$ 1,799,724
Food and beverage									306,145	307,442	303,404
Room									170,816	163,509	157,427
Other									122,416	123,959	122,237
Gross revenues									2,419,553	2,442,077	2,382,792
Less promotional allowances									235,577	242,645	240,537
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578	2,183,976	2,199,432	2,142,255
Gaming									880,716	900,922	888,414
Food and beverage									170,053	168,096	168,730
Room									44,245	41,298	41,132
Other									76,719	80,508	86,166
Selling, general and administrative									322,009	322,420	327,599
Maintenance and utilities									100,020	104,548	109,526
Depreciation and amortization									196,226	207,118	208,915
Corporate expense									72,668	76,941	75,626
Project development, preopening and writedowns									22,107	6,907	13,747
Costs and Expenses									1,923,349	1,928,230	1,968,523
Operating Income (Loss)	29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883	260,627	271,202	173,732
Interest income									(2,961)	(1,858)	(1,879)
Interest expense, net of amounts capitalized									212,692	224,590	230,060
Loss on early extinguishments and modifications of debt									42,364	40,733	1,536
Total other expense, net									252,640	267,141	229,765
Income (loss) from continuing operations before income taxes									7,987	4,061	(56,033)
Income taxes benefit									197,486	6,634	5,408
Net income (loss)									418,003	47,234	(41,638)
Less: net income (loss) attributable to noncontrolling interest											(11,403)
Net Income (Loss) Attributable to Parent	$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	$ 418,003	$ 47,234	$ (53,041)

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Deconsolidation of Certain Interests Borgata Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Current assets	$ 307,947	$ 257,232
Liabilities, Current	365,504	355,071
Total Boyd Gaming Corporation stockholders’ equity	$ 934,076	$ 507,961

XML

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,736,920	$ 4,210,356
Less accumulated depreciation	2,131,751	1,985,014
Property and equipment, net	2,605,169	2,225,342
Depreciation expense	179,600	179,900	$ 174,800
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	251,316	229,857
Building and Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,915,664	2,539,578
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,243,724	1,152,277
Riverboats and Barges
Property, Plant and Equipment [Line Items]
Property and equipment, gross	239,264	238,743
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	86,226	42,497
Other
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 726	$ 7,404

XML

Intangible Assets (Summary of Amortizing and Indefinite-Lived Intangibles) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Intangible Assets [Line Items]
Intangible assets, gross	$ 1,238,545	$ 1,205,879
Intangible assets, cumulative amortization	(172,317)	(155,951)
Intangible assets, cumulative impairment	(184,274)	(159,874)
Intangible assets, net	881,954	890,054	$ 934,249	$ 1,010,660
Amortizing intangibles:
Gross carrying value	211,523	203,043
Cumulative amortization	(138,357)	(121,991)
Cumulative impairment losses	0	0
Intangible assets, net	73,166	81,052
Indefinite lived intangible assets:
Gross carrying value	1,027,022	1,002,836
Cumulative amortization	(33,960)	(33,960)
Cumulative impairment losses	(184,274)	(159,874)
Intangible assets, net	$ 808,788	$ 809,002
Customer Relationships
Amortizing intangibles:
Weighted average life	1 year 1 month	1 year 11 months 2 days
Gross carrying value	$ 144,780	$ 136,300
Cumulative amortization	(125,318)	(109,994)
Cumulative impairment losses	0	0
Intangible assets, net	$ 19,462	$ 26,306	51,958	85,267
Favorable Lease Rates
Amortizing intangibles:
Weighted average life	31 years 4 months 24 days	32 years 4 months 24 days
Gross carrying value	$ 45,370	$ 45,370
Cumulative amortization	(13,039)	(11,997)
Cumulative impairment losses	0	0
Intangible assets, net	$ 32,331	$ 33,373	34,414	35,458
Development Agreement
Amortizing intangibles:
Weighted average life	0 years	0 years
Gross carrying value	$ 21,373	$ 21,373
Cumulative amortization	0	0
Cumulative impairment losses	0	0
Intangible assets, net	21,373	21,373	21,373	21,373
Trademarks
Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	800	0
Indefinite lived intangible assets:
Gross carrying value	153,687	129,501
Cumulative amortization	0	0
Cumulative impairment losses	(4,300)	(3,500)
Intangible assets, net	149,387	126,001	126,001	128,287
Gaming License Rights
Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	23,600	17,502	39,772
Indefinite lived intangible assets:
Gross carrying value	873,335	873,335
Cumulative amortization	(33,960)	(33,960)
Cumulative impairment losses	(179,974)	(156,374)
Intangible assets, net	$ 659,401	$ 683,001	$ 700,503	$ 740,275
Minimum | Favorable Lease Rates
Amortizing intangibles:
Weighted average life	41 years
Indefinite-Lived Intangible Assets, Valuation Assumptions [Abstract]
Valuation assumptions, term	41 years
Maximum | Favorable Lease Rates
Amortizing intangibles:
Weighted average life	52 years
Indefinite-Lived Intangible Assets, Valuation Assumptions [Abstract]
Valuation assumptions, term	52 years

XML

Intangible Assets (Changes in Intangible Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	$ 81,052
Amortization	(16,366)	$ (26,693)	$ (34,353)
Balance, end of period	73,166	81,052
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	809,002
Balance, end of period	808,788	809,002
Intangible Assets [Roll Forward]
Balance, beginning of period	890,054	934,249	1,010,660
Additions	32,680	0	14
Amortization	(16,366)	(26,693)	(34,353)
Balance, end of period	881,954	890,054	934,249
Impairment of Intangible Assets (Excluding Goodwill)	24,400	17,502	40,072
Trademarks
Finite-lived Intangible Assets [Roll Forward]
Amortization	0	0
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	126,001	126,001	128,287
Additions	24,200	0	14
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	800	0
Balance, end of period	149,387	126,001	126,001
Intangible Assets [Roll Forward]
Amortization	0	0
Gaming License Rights
Finite-lived Intangible Assets [Roll Forward]
Amortization	0	0	0
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	683,001	700,503	740,275
Additions	0	0	0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	23,600	17,502	39,772
Balance, end of period	659,401	683,001	700,503
Intangible Assets [Roll Forward]
Amortization	0	0	0
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	26,306	51,958	85,267
Additions	8,480	0	0
Impairments	0	0	0
Amortization	(15,324)	(25,652)	(33,309)
Balance, end of period	19,462	26,306	51,958
Intangible Assets [Roll Forward]
Amortization	(15,324)	(25,652)	(33,309)
Favorable Lease Rates
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	33,373	34,414	35,458
Additions	0	0	0
Impairments	0	0	0
Amortization	(1,042)	(1,041)	(1,044)
Balance, end of period	32,331	33,373	34,414
Intangible Assets [Roll Forward]
Amortization	(1,042)	(1,041)	(1,044)
Development Agreement
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	21,373	21,373	21,373
Additions	0	0	0
Impairments	0	0	0
Amortization	0	0	0
Balance, end of period	21,373	21,373	21,373
Intangible Assets [Roll Forward]
Amortization	0	0	0
Borgata
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			(2,000)
Borgata | Gaming License Rights
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			0
Borgata | Customer Relationships
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			0
Borgata | Favorable Lease Rates
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			0
Borgata | Development Agreement
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			0
Subsidiaries [Member]
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	(14)
Subsidiaries [Member] | Trademarks
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	(14)
Subsidiaries [Member] | Gaming License Rights
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	0
Subsidiaries [Member] | Customer Relationships
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	0
Subsidiaries [Member] | Favorable Lease Rates
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	0
Subsidiaries [Member] | Development Agreement
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	0
Midwest and South | Trademarks
Indefinite-lived Intangible Assets [Roll Forward]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	800
Midwest and South | Gaming License Rights
Indefinite-lived Intangible Assets [Roll Forward]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	$ 23,600	$ 17,500
Peninsula | Trademarks
Finite-lived Intangible Assets [Roll Forward]
Amortization			0
Indefinite-lived Intangible Assets [Roll Forward]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)			300
Intangible Assets [Roll Forward]
Amortization			0
Peninsula | Borgata | Trademarks
Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)			$ (2,000)

XML

Intangible Assets (Future Amortization) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Future Amortization
2013	$ 15,642
2014	3,351
2015	2,572
2016	1,871
2017	1,241
Thereafter	27,116
Intangible assets, net	$ 51,793
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortizing intangibles, weighted-average remaining useful life	5 years
Future Amortization
2013	$ 14,599
2014	2,308
2015	1,529
2016	828
2017	198
Thereafter	0
Intangible assets, net	$ 19,462
Favorable Lease Rates
Finite-Lived Intangible Assets [Line Items]
Amortizing intangibles, weighted-average remaining useful life	43 years 11 months
Future Amortization
2013	$ 1,043
2014	1,043
2015	1,043
2016	1,043
2017	1,043
Thereafter	27,116
Intangible assets, net	$ 32,331

XML

Goodwill (Schedule of Goodwill By Segment) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Gross carrying value	$ 1,010,551
Cumulative amortization	(6,134)
Cumulative impairment losses	(177,941)
Goodwill, net	826,476	$ 685,310	$ 685,310	$ 685,310
Goodwill, Impairment Loss	12,462	$ 0	$ 0
Las Vegas Locals
Goodwill [Line Items]
Gross carrying value	531,819
Cumulative amortization	0
Cumulative impairment losses	(165,479)
Goodwill, net	366,340
Downtown Las Vegas
Goodwill [Line Items]
Gross carrying value	6,997
Cumulative amortization	(6,134)
Cumulative impairment losses	0
Goodwill, net	863
Midwest and South
Goodwill [Line Items]
Goodwill, Impairment Loss	12,500
Peninsula
Goodwill [Line Items]
Gross carrying value	471,735
Cumulative amortization	0
Cumulative impairment losses	(12,462)
Goodwill, net	459,273
Subsidiaries [Member]
Goodwill [Line Items]
Goodwill, net	$ 153,600

XML

Goodwill (Goodwill Rollforward) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Line Items]
Goodwill, Acquired During Period	$ 153,628	$ 0	$ 0
Goodwill, Impairment Loss	(12,462)	0	0
Goodwill [Roll Forward]
Beginning balance	685,310	685,310	685,310
Final purchase price adjustment	0	0
Ending balance	$ 826,476	$ 685,310	$ 685,310

XML

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Payroll and related expenses	$ 68,102	$ 71,815
Interest	33,407	35,337
Gaming liabilities	41,942	37,496
Customer Loyalty Program Liability, Current	19,076	18,491
Other accrued liabilities	88,555	86,379
Total accrued liabilities	$ 251,082	$ 249,518

XML

Non-Recourse Obligations of Variable Interest Entity (Schedule of Non-recourse Obligations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
For the year ending December 31,
Less: net income (loss) attributable to noncontrolling interest			$ 11,403
Net cash from operating activities	$ 302,881	$ 325,751	$ 289,898

XML

Long-Term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Sep. 06, 2016	Mar. 28, 2016	Dec. 31, 2015	May 21, 2015	Aug. 16, 2012	Jun. 08, 2012	Nov. 10, 2010
For the year ending December 31,
Unamortized discount	$ (1,888)			$ (2,702)
Unamortized origination fees	(51,786)			(50,224)
Current maturities of long-term debt	30,336			29,750
Long-term debt, gross, excluding current maturities	3,252,793			3,292,725
Long-term debt, net of current maturities and debt issuance costs	3,199,119			3,239,799
Boyd
For the year ending December 31,
Outstanding principal	3,283,129			2,309,725
Unamortized discount				(2,702)
Unamortized origination fees				(29,724)
Long-term debt, net				2,277,299
Current maturities of long-term debt	30,250			21,500
Long-term debt, net of current maturities and debt issuance costs	$ 3,198,613			$ 2,255,800
Boyd | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Blended interest rate at period end	3.443%			3.75%
Outstanding principal				$ 1,209,725
Unamortized discount	$ (1,888)			(2,702)
Unamortized origination fees	(28,503)			(9,746)
Long-term debt, net	1,752,147			1,197,277
Boyd | Senior Notes | Senior Notes Due 2020 [Member]
For the year ending December 31,
Outstanding principal				350,000
Unamortized discount				0
Unamortized origination fees				(7,044)
Long-term debt, net				$ 342,956
Debt instrument, stated interest rate		9.00%		9.00%			9.00%
Boyd | Senior Notes | Senior Notes Due 2026 [Member]
For the year ending December 31,
Unamortized discount	0
Unamortized origination fees	(12,074)
Long-term debt, net	$ 737,926
Debt instrument, stated interest rate	6.375%		6.375%		6.375%
Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Outstanding principal				$ 750,000
Unamortized discount	$ 0			0
Unamortized origination fees	(11,209)			(12,934)
Long-term debt, net	$ 738,791			$ 737,066
Debt instrument, stated interest rate	6.875%			6.88%	6.875%			6.875%
Boyd | Other
For the year ending December 31,
Blended interest rate at period end	5.80%
Unamortized discount	$ 0
Unamortized origination fees	0
Long-term debt, net	591
Peninsula
For the year ending December 31,
Outstanding principal				$ 1,012,750
Unamortized discount				0
Unamortized origination fees				(20,500)
Long-term debt, net				$ 992,250
Peninsula | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Blended interest rate at period end				4.25%
Outstanding principal				$ 662,750
Unamortized discount				0
Unamortized origination fees				(14,143)
Long-term debt, net				648,607
Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Outstanding principal				350,000
Unamortized discount				0
Unamortized origination fees				(6,357)
Long-term debt, net				$ 343,643
Debt instrument, stated interest rate				8.38%		8.375%
Eliminations [Member]
For the year ending December 31,
Outstanding principal	3,283,129
Unamortized discount	(1,888)
Unamortized origination fees	(51,786)
Long-term debt, net	3,229,455
Current maturities of long-term debt	0			$ 0
Long-term debt, net of current maturities and debt issuance costs	0			0
Consolidated, Excluding Borgata [Member]
For the year ending December 31,
Outstanding principal	3,283,129			3,322,475
Unamortized discount				(2,702)
Unamortized origination fees				(50,224)
Long-term debt, net				3,269,549
Fair Value, Inputs, Level 3 [Member] | Boyd | Other
For the year ending December 31,
Outstanding principal	591
Fair Value, Measurements, Nonrecurring [Member]
For the year ending December 31,
Outstanding principal				$ 3,322,475
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Boyd | Senior Notes | Senior Notes Due 2026 [Member]
For the year ending December 31,
Outstanding principal	750,000
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Outstanding principal	750,000
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Boyd | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Outstanding principal	$ 1,782,538

XML

Long-Term Debt (Schedule of Boyd Bank Credit Facility) (Details) - Bank Credit Facility - Boyd - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Amount outstanding	$ 1,782,538	$ 1,209,725
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Amount outstanding	245,000	240,000
Initial Term Loan
Line of Credit Facility [Line Items]
Amount outstanding	222,188	183,275
Term Loan B
Line of Credit Facility [Line Items]
Amount outstanding	271,750	730,750
Term Loan B-2 [Member]
Line of Credit Facility [Line Items]
Amount outstanding	997,500	0
Swing Loan
Line of Credit Facility [Line Items]
Amount outstanding	$ 46,100	$ 55,700

XML

Long-Term Debt (Boyd Credit Agreement - Narrative) (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Aug. 14, 2013 USD ($)
Line of Credit Facility [Line Items]
Prepayment fee, percentage	1.00%
Fixed quarterly amortization of principal, percentage	5.00%
Loss on early extinguishment of debt	$ 42,364,000	$ 40,733,000	$ 1,536,000
Maximum secured leverage ratio	4.50
Amortization of debt financing costs and discounts on debt	$ 14,870,000	21,308,000	$ 22,377,000
Boyd
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.25
Minimum consolidated interest coverage ratio required	1.00
Boyd | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				$ 775,000,000
Revolving Credit Facility and Term Loan | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Additional available borrowing capacity	$ 550,000,000
Revolving Credit Facility [Member] | Boyd
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	1.00
Term Loan B-2 [Member] | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				1,000,000,000.0
Term Loan A | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				$ 225,000,000
Amortization of debt financing costs and discounts on debt	$ 0.0500
Term Loan B | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Amortization of debt financing costs and discounts on debt	$ 0.0100
Senior Secured Notes | Boyd
Line of Credit Facility [Line Items]
Debt Instrument, Covenant Terms, Maximum Required Coverage Ratio	1.0
Letter of Credit | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	$ 12,000,000
Bank Credit Facility | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	1,782,538,000	1,209,725,000
Remaining borrowing capacity	$ 471,900,000
Bank Credit Facility | Initial Term Loan | Boyd
Line of Credit Facility [Line Items]
Fixed quarterly amortization of principal, percentage	1.00%
Amount outstanding	$ 222,188,000	183,275,000
Bank Credit Facility | Revolving Credit Facility [Member] | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	245,000,000	240,000,000
Bank Credit Facility | Term Loan B-2 [Member] | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	997,500,000	0
Bank Credit Facility | Term Loan B | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	$ 271,750,000	$ 730,750,000
Eurodollar | Term Loan B | Maximum | Boyd
Line of Credit Facility [Line Items]
Applicable margin	3.00%
Eurodollar | Term Loan B | Minimum | Boyd
Line of Credit Facility [Line Items]
Applicable margin	1.00%
Eurodollar | Term Loan B-2 [Member] | Maximum | Boyd
Line of Credit Facility [Line Items]
Applicable margin	3.00%
Eurodollar | Term Loan B-2 [Member] | Minimum | Boyd
Line of Credit Facility [Line Items]
Applicable margin	0.00%
Base Rate | Term Loan B | Boyd
Line of Credit Facility [Line Items]
Applicable margin	2.00%
Base Rate | Term Loan B-2 [Member]
Line of Credit Facility [Line Items]
Applicable margin	2.00%

XML

Long-Term Debt (Maximum Total Leverage Ratio) (Details) - Boyd	Dec. 31, 2016
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Maximum Consolidated Interest Coverage Ratio Required	1.75
Minimum consolidated interest coverage ratio required	1.00
Four Fiscal Quarters Ended March 31, 2016 through December 31, 2016
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	7.75
Four Fiscal Quarters Ended March 31, 2017 through December 31, 2017
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	7.00
Four Fiscal Quarters Ending March 31, 2015 through December 31, 2016
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	6.25
Four Fiscal Quarters Ended March 31, 2019 through December 31, 2019 [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	6.00
Four Fiscal Quarters Ended March 31, 2020 through December 31, 2020 [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	5.75
Four Fiscal Quarters Ended March 31, 2018 and Thereafter [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Covenant Terms, Minimum Total Leverage Ratio Allowed	1,000
Maximum total leverage ratio	5.5

XML

Long-Term Debt (Maximum Secured Leverage Ratio) (Details)	Dec. 31, 2016
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.50
Line of Credit Facility, Covenant Terms, Minimum Secured Leverage Ratio Allowed	1,000
Boyd
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.25
Boyd | Four Fiscal Quarters Ending March 31, 2015 through December 31, 2016
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.00
Line of Credit Facility, Covenant Terms, Minimum Secured Leverage Ratio Allowed	1,000
Boyd | Four Fiscal Quarters Ended March 31, 2019 through December 31, 2019 [Member]
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	3.75
Line of Credit Facility, Covenant Terms, Minimum Secured Leverage Ratio Allowed	1,000
Boyd | Four Fiscal Quarters Ended March 31, 2018 and Thereafter
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	3.50
Line of Credit Facility, Covenant Terms, Minimum Secured Leverage Ratio Allowed	1,000

XML

Long-Term Debt (Interest and Fees - Narrative) (Details)	12 Months Ended
	Dec. 31, 2016
Line of Credit Facility [Line Items]
Prepayment fee, percentage	1.00%
Boyd | Bank Credit Facility | Federal Funds Rate | Minimum
Line of Credit Facility [Line Items]
Debt instrument, stated interest rate	0.50%
Boyd | Bank Credit Facility | Eurodollar | Minimum
Line of Credit Facility [Line Items]
Debt instrument, stated interest rate	1.00%
Boyd | Revolving Credit Facility, Swing Loan and Term Loan A | LIBOR | Minimum
Line of Credit Facility [Line Items]
Applicable margin	1.75%
Boyd | Revolving Credit Facility, Swing Loan and Term Loan A | LIBOR | Maximum
Line of Credit Facility [Line Items]
Applicable margin	2.75%
Boyd | Revolving Credit Facility, Swing Loan and Term Loan A | Base Rate | Minimum
Line of Credit Facility [Line Items]
Applicable margin	0.75%
Boyd | Revolving Credit Facility, Swing Loan and Term Loan A | Base Rate | Maximum
Line of Credit Facility [Line Items]
Applicable margin	1.75%
Boyd | Revolving Credit Facility [Member] | Bank Credit Facility | Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage on unused portion of credit facility	0.25%
Boyd | Revolving Credit Facility [Member] | Bank Credit Facility | Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage on unused portion of credit facility	0.50%
Boyd | Term Loan B | Base Rate
Line of Credit Facility [Line Items]
Applicable margin	2.00%
Boyd | Term Loan B | Eurodollar | Minimum
Line of Credit Facility [Line Items]
Applicable margin	1.00%
Boyd | Term Loan B | Eurodollar | Maximum
Line of Credit Facility [Line Items]
Applicable margin	3.00%

XML

Long-Term Debt (Boyd Senior and Senior Subordinated Notes Narrative) (Details)			12 Months Ended
	May 22, 2015 USD ($)	Jun. 08, 2012	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 06, 2016	Mar. 28, 2016 USD ($)	May 21, 2015 USD ($)	Nov. 10, 2010
For the year ending December 31,
Interest			$ 33,407,000	$ 35,337,000
Premium and Consent Fees Paid			15,750,000	24,246,000	$ 0
Payments of Debt Issuance Costs			42,220,000	14,004,000	83,000
Gain Loss on Early Retirements of Debt			(42,364,000)	(40,733,000)	(1,536,000)
Boyd
For the year ending December 31,
Outstanding principal			3,283,129,000	2,309,725,000
Premium and Consent Fees Paid			(15,750,000)	24,246,000
Payments of Debt Issuance Costs			42,220,000	(14,004,000)	(83,000)
Subsidiaries, Ownership Percentage									100.00%
Gain Loss on Early Retirements of Debt			$ (28,356,000)	(30,829,000)	$ 0
Boyd | Senior Notes | 9.125% Senior Notes Due 2018
For the year ending December 31,
Debt instrument, stated interest rate									9.125%
Boyd | Senior Notes | Senior Notes Due 2020 [Member]
For the year ending December 31,
Outstanding principal				$ 350,000,000
Debt instrument, stated interest rate		9.00%		9.00%		9.00%
Debt instrument, redemption price, percentage		104.50%
Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Outstanding principal				$ 750,000,000
Face amount								$ 750,000,000
Debt instrument, stated interest rate			6.875%	6.88%				6.875%	6.875%
Payments of Debt Issuance Costs	$ 14,000,000
Subsidiaries, Ownership Percentage								100.00%
Conditional repurchase price, % of principal								101.00%
Boyd | Senior Notes | Senior Notes Due 2023 [Member] | Prior to May 15, 2018 [Member]
For the year ending December 31,
Debt instrument, redemption price, percentage	100.00%
Boyd | Senior Notes | Senior Notes Due 2023 [Member] | After May 15, 2018 and Prior to 2021 [Member]
For the year ending December 31,
Debt instrument, redemption price, percentage	105.156%
Boyd | Senior Notes | Senior Notes Due 2026 [Member]
For the year ending December 31,
Face amount							$ 750,000,000
Debt instrument, stated interest rate			6.375%				6.375%	6.375%
Deferred finance costs							$ 13,000,000.0
Subsidiaries, Ownership Percentage								100.00%
Conditional repurchase price, % of principal							101.00%
Boyd | Senior Notes | Senior Notes Due 2026 [Member] | Prior to April 1, 2021 [Member]
For the year ending December 31,
Debt instrument, redemption price, percentage	100.00%
Boyd | Senior Notes | Senior Notes Due 2026 [Member] | After April 15, 2021 and Prior to 2024 [Member]
For the year ending December 31,
Conditional repurchase price, % of principal							103.188%
Boyd | Senior Notes | Senior Notes Due 2026 [Member] | Prior to April 15, 2024 [Member]
For the year ending December 31,
Conditional repurchase price, % of principal							100.00%
Boyd | Senior Secured Notes
For the year ending December 31,
Minimum required coverage ratio			2.0

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Long-Term Debt (Other Boyd Notes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
For the year ending December 31,
Unamortized discount	$ (1,888)	$ (2,702)
Interest	33,407	35,337
Gain Loss on Early Retirements of Debt	(42,364)	(40,733)	$ (1,536)
Boyd
For the year ending December 31,
Outstanding principal	3,283,129	2,309,725
Unamortized discount		(2,702)
Gain Loss on Early Retirements of Debt	(28,356)	(30,829)	$ 0
Boyd | Other
For the year ending December 31,
Unamortized discount	0
Fair Value, Inputs, Level 3 [Member] | Boyd | Other
For the year ending December 31,
Outstanding principal	$ 591
Fair Value, Measurements, Nonrecurring [Member]
For the year ending December 31,
Outstanding principal		$ 3,322,475

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Long-Term Debt (Peninsula Bank Credit Facility Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
For the year ending December 31,
Prepayment fee, percentage	1.00%
Fixed quarterly amortization of principal, percentage	5.00%
Amortization of debt financing costs and discounts on debt	$ 14,870	$ 21,308	$ 22,377
Peninsula | Bank Credit Facility
For the year ending December 31,
Amount outstanding		662,750
Peninsula | Bank Credit Facility | Term Loan
For the year ending December 31,
Amount outstanding		647,750
Peninsula | Bank Credit Facility | Swing Loan
For the year ending December 31,
Amount outstanding		6,000
Peninsula | Bank Credit Facility | Revolving Credit Facility [Member]
For the year ending December 31,
Amount outstanding		$ 9,000

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Long-Term Debt (Peninsula Senior Notes Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Aug. 16, 2012
For the year ending December 31,
Debt Instrument, Unamortized Discount	$ 1,888	$ 2,702
Amortization of debt financing costs and discounts on debt	14,870	21,308	$ 22,377
Payments of Debt Issuance Costs	$ 42,220	14,004	$ 83
Peninsula
For the year ending December 31,
Debt Instrument, Unamortized Discount		0
Peninsula | Bank Credit Facility
For the year ending December 31,
Amount outstanding		662,750
Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Debt Instrument, Unamortized Discount		$ 0
Debt instrument, stated interest rate		8.38%		8.375%
Debt Instrument, Redemption Price, Percent of Principal, Subject to Make-whole Premium				100.00%
Consolidated, Excluding Borgata [Member]
For the year ending December 31,
Debt Instrument, Unamortized Discount		$ 2,702

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Long-Term Debt (Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Boyd
For the year ending December 31,
2015	$ 30,336
2016	76,441
2017	30,346
2018	266,102
2019	432,295
Thereafter	2,447,609
Total outstanding principal of long-term debt	3,283,129	$ 2,309,725
Peninsula
For the year ending December 31,
Total outstanding principal of long-term debt		$ 1,012,750
Bank Credit Facility | Boyd
For the year ending December 31,
Remaining borrowing capacity	$ 471,900

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Long-Term Debt Loss on Early Extinguishment of Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Extinguishment of Debt [Line Items]
Loss on early extinguishments and modifications of debt	$ 42,364	$ 40,733	$ 1,536
Parent Only [Member] | Senior Notes
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	0	23,962	0
Parent Only [Member] | Bank Credit Facility
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	9,512	2,086	1,536
Premium and Consent Fees [Member] | Parent Only [Member] | Senior Notes
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	15,750	0	0
Senior Notes Due 2020 [Member] | Parent Only [Member] | Senior Notes
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	5,976	0	0
Senior Secured Notes Due 2018 [Member] | Parent Only [Member] | Senior Notes
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	4,497	0	0
Senior Notes Due 2018 [Member] | Parent Only [Member] | Senior Notes
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	0	4,888	0
Holdco Note | Parent Only [Member] | Promissory Note [Member]
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	0	7,819	0
Bank Credit Facility | Parent Only [Member] | Bank Credit Facility
Extinguishment of Debt [Line Items]
Extinguishment of Debt, Amount	$ 6,629	$ 1,978	$ 0

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2016	Mar. 31, 2016	Jan. 31, 2010
Income Taxes [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	$ 1.1	$ 2.4
Equity Method Investment, Ownership Percentage	50.00%
Borgata
Income Taxes [Line Items]
Equity Method Investment, Ownership Percentage			50.00%

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Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Income Taxes [Line Items]
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities, Portion Which Affected Effective Tax Rate	$ 19,500
Deferred Tax Assets and Liabilities [Abstract]
Non-current deferred tax liability	162,189	$ 83,980
Net deferred tax liability	162,189	83,980
Deferred tax assets
Federal net operating loss carryforwards	308,738	201,978
State net operating loss carryforwards	47,711	38,715
Share-based compensation	32,524	26,344
Other	43,936	61,289
Gross deferred tax assets	432,909	328,326
Valuation allowance	(247,761)	(28,402)
Deferred tax assets, net of valuation allowance	185,148	299,924
Deferred tax liabilities
Difference between book and tax basis of property and intangible assets	322,387	337,654
State tax liability	13,428	31,443
Other	11,522	14,807
Gross deferred tax liabilities	347,337	383,904
State and Local Jurisdiction
Deferred tax assets
Federal net operating loss carryforwards		708,900
All years [Member]
Income Taxes [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	$ 27,700
Alternative Minimum Tax Credit Carryforward [Member] | Internal Revenue Service (IRS)
Income Taxes [Line Items]
Tax credit carryforwards		$ 7,100

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Income Taxes (Valuation Allowance on Deferred Tax Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards	$ 201,500
Deferred Tax Assets, Valuation Allowance	28,402	$ 247,761
Federal net operating loss carryforwards	201,978	$ 308,738
Internal Revenue Service (IRS)
Operating Loss Carryforwards [Line Items]
Total net operating losses	621,800
Internal Revenue Service (IRS) | General Business Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	8,800
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	$ 708,900

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Income Taxes (Provision (Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Deferred
Federal	$ (190,207)	$ (9,493)	$ (6,336)
State	(8,521)	807	775
Deferred income taxes	(198,728)	(8,686)	(5,561)
Provision (benefit) for income taxes from discontinued operations	(146,379)	(540)	(6,161)
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
State	1,242	2,052	(289)
Federal	0	0	442
Total current taxes provision (benefit)	1,242	2,052	153
Provision (benefit) for income taxes from continuing and discontinued operations	$ 51,107	$ 7,174	$ 753

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Income Taxes (Reconciliation of Effective Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	35.00%	35.00%	35.00%
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent	(2448.10%)	200.90%	(20.90%)
Effective Income Tax Rate Reconciliation, Uncertain Tax Benefits	(0.00%)	(421.60%)	(0.00%)
State income taxes, net of federal benefit	(59.20%)	69.20%	(0.90%)
Company provided benefits	(10.30%)	(19.00%)	(1.90%)
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent	(6.90%)	(13.80%)	(1.00%)
Effective Income Tax Rate Reconciliation, Company Provided Benefits	14.80%	152.90%	(3.00%)
Accrued interest on uncertain tax benefits	(2.10%)	(139.70%)	2.00%
Effective Income Tax Rate Reconciliation, Compensation-based credits	(21.70%)	(60.80%)	2.30%
Other, net	(1.50%)	(4.50%)	(0.10%)
Effective tax rate	(2472.20%)	(163.40%)	9.70%

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Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2016	Dec. 31, 2013
Income Tax Contingency [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	$ 1,100			$ 2,400
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of year		$ 2,482	$ 30,198		$ 37,059
Tax positions related to current year	0	0	487
Unrecognized Tax Benefits, Decrease Resulting from Deconsolidation	0	0	6,221
Tax positions related to the Deconsolidation of Borgata	0	(27,716)	(30)
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	0		1,097
Unrecognized tax benefits that would impact effective tax rate	15,800
Income tax penalties and interest expense	100	6,200	1,200
Income tax penalties and interest accrued	800	700
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities, Portion Which Affected Effective Tax Rate		19,500
Unrecognized Tax Benefits	2,482	2,482	$ 30,198
Internal Revenue Service (IRS)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits that would impact effective tax rate	$ 1,600
Current year [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations		0
All years [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Settlement with taxing authorities		$ (27,700)

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Commitments and Contingencies (Minimum Lease Obligations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Leased Assets [Line Items]
2015	$ 45,970
2016	18,517
2017	16,326
2018	14,083
2019	13,665
Thereafter	322,243
Lease obligations	430,804
Selling, General and Administrative Expenses
Operating Leased Assets [Line Items]
Lease expense during the period	$ 31,000	$ 29,000	$ 29,400

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Commitments and Contingencies (Future Minimum Sublease Rental Income) (Details)	Dec. 31, 2016 USD ($)
Sublease Rentals [Line Items]
2013	$ 2,111
2014	1,624
2015	1,061
2016	462
2017	358
Thereafter	576
Rental income	$ 6,192

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Commitments and Contingencies Contingent Payments (Details)	12 Months Ended
	Dec. 31, 2016
Other Commitments [Line Items]
Payment to option holder, percentage of EBITDA	1.00%

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Commitments and Contingencies PGL Commitments (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 20, 2011	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Sponsor Fees [Line Items]
Accrued liabilities		$ (251,082)	$ (249,518)
Kansas Star
Sponsor Fees [Line Items]
Payment to option holder, term	10 years
Diamond Jo Dubuque
Sponsor Fees [Line Items]
Sponsor Fees		$ 3,000		$ 2,800
Sponsor Fee Percentage		4.50%
Diamond Jo Worth
Sponsor Fees [Line Items]
Sponsor Fees		$ 4,900	5,000	$ 4,800
Sponsor Fee Percentage		5.76%
Annual Donations for Education in Operating Area [Member] | Kansas Star
Sponsor Fees [Line Items]
Amount of other commitment		$ 1,500
Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star
Sponsor Fees [Line Items]
Other Commitment, Time Period		15 years
Debt Issued by Counterparty		$ 19,700
Special Tax Assessment			1,700
Accrued liabilities		(8,900)	(9,600)
Mulvane Special Tax Assessment for Utilities, Discount [Member] | Kansas Star
Sponsor Fees [Line Items]
Accrued liabilities		(4,000)	(4,600)
Additional Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star
Sponsor Fees [Line Items]
Debt Issued by Counterparty		5,000
Special Tax Assessment		1,700
Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Property Taxes, Minimum Agreed Taxable Value		57,900
Other Commitment, Minimum Annual Payments		1,900
Accrued Liabilities [Member] | Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Other Commitment, Obligation		1,900
Other Liabilities [Member] | Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Other Commitment, Obligation		14,100	14,400
Other Commitment, Discount on Obligation		$ 2,800	$ 2,900

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Commitments and Contingencies Boyd Commitments (Details) - USD ($) $ in Millions	1 Months Ended
	Sep. 30, 2011	Dec. 31, 2016
Development Agreement
Other Commitments [Line Items]
Purchase price	$ 24.5
Minimum
Other Commitments [Line Items]
Obligation to fund certain pre-development costs, annual amount		$ 1.0
Maximum
Other Commitments [Line Items]
Obligation to fund certain pre-development costs, annual amount		$ 2.0

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Stockholders' Equity and Stock Incentive Plans (Share Repurchase Program) (Details) $ in Millions	Dec. 31, 2016 USD ($)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock repurchase program, authorized amount	$ 100.0
Stock repurchase program, remaining authorized repurchase amount	$ 92.1

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Stockholders' Equity and Stock Incentive Plans (Restricted Stock Units, Performance Stock Units and Career Shares) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 15,518	$ 19,264	$ 18,476
Non-Option Award Activity [Roll Forward]
Shares to be issued to settle PSUs	0.59	1.67
Stock Issued During Period, Shares, Performance Stock Award Gross	213,365	654,478
Stock Issued During Period, Shares, Performance Stock Award, Taxes	54,338
Stock Issued During Period, Shares, Performance Stock Award, Net	159,027			(2,446,000)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			542,220	541,016	696,249
Share-based compensation expense			$ 8,883	$ 9,909	$ 8,010
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	2,320,826	2,534,496	2,320,826	2,534,496	2,755,799
Canceled			(30,400)	(40,800)	(201,660)
Vested / awarded			(871,528)	(713,886)	(715,892)
Outstanding, end of period			1,961,118	2,320,826	2,534,496
Granted, weighted average grant date fair value (in USD per share)			$ 18.06	$ 19.05	$ 11.63
Total unrecognized share-based compensation costs related to unvested stock options			$ 0
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition			2 years 3 months 24 days
Performance Stock Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			241,235	240,156	694,294
Share-based compensation expense			$ 3,353	$ 5,135	$ 6,537
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	1,249,480	1,411,640	1,249,480	1,411,640	821,633
Granted			380,000
Canceled			0	(2,677)	(104,287)
Vested / awarded			(213,365)	(663,945)	0
Outstanding, end of period			1,129,078	1,249,480	1,411,640
Granted, weighted average grant date fair value (in USD per share)			$ 17.75	$ 16.75	$ 11.01
Total unrecognized share-based compensation costs related to unvested stock options			$ 2,200
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition			1 year 6 months 24 days
Shares to be issued to settle PSUs			1,100,000
Evaluation of performance conditions, period			3 years
Awards if no conditions met, percentage			0.00%
Awards if only threshhold performance met, percentage			50.00%
Awards for target performance, percentage			100.00%
Awards for maximum performance, percentage (up to 200%)			200.00%
Award vesting period			3 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 1,974	$ 2,821	$ 2,733
Non-Option Award Activity [Roll Forward]
Total unrecognized share-based compensation costs related to unvested stock options			$ 1,400
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition			10 months 18 days
Performance Shares Adjustment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			(148,272)	264,306
Career Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			73,064	103,018	122,015
Share-based compensation expense			$ 1,308	$ 1,399	$ 1,196
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	968,575	896,585	968,575	896,585	894,307
Canceled			0	0	(85,765)
Vested / awarded			0	(31,028)	(33,972)
Outstanding, end of period			1,041,639	968,575	896,585
Granted, weighted average grant date fair value (in USD per share)			$ 19.01	$ 12.51	$ 11.31
Total unrecognized share-based compensation costs related to unvested stock options			$ 1,200
Executive Officer | Career Shares
Non-Option Award Activity [Roll Forward]
Award eligibility, minimum age			55 years
Award requisite service period			10 years
Service period, Tranche 1			10 years
Service period, Tranche 2			15 years
Service period, Tranche 3			20 years
Stock Incentive Plan 2012 [Member] | Stock Options
Non-Option Award Activity [Roll Forward]
Award vesting period			3 years

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Stockholders' Equity and Stock Incentive Plans (Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 17, 2012	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	May 16, 2012
Stock Options Activity [Roll Forward]
Outstanding, beginning of period		4,605,055	7,169,668	9,143,910
Granted		216,509	200,673	244,351
Canceled		(1,260,750)	(1,463,497)	(1,656,359)
Exercised		(452,898)	(1,301,789)	(562,234)
Outstanding, end of period		3,107,916	4,605,055	7,169,668
Exercisable		2,696,315	4,085,555
Stock Options Activity, Weighted Average Option Price [Roll Forward]
Outstanding, weighted average option price, beginning of period (in USD per share)		$ 26.14	$ 25.73	$ 26.62
Granted, weighted average option price (in USD per share)		17.50	19.98	11.57
Canceled, weighted average option price (in USD per share)		38.63	39.82	34.79
Exercised, weighted average option price (in USD per share)		6.49	7.53	7.39
Outstanding, weighted average option price, end of period (in USD per share)		23.36	26.14	$ 25.73
Exercisable, weighted average option price (in USD per share)		$ 24.27	$ 27.65
Additional Disclosures:
Outstanding, weighted average remaining term		3 years 10 months 26 days
Exercisable, weighted average remaining term		3 years 1 month 6 days	3 years 1 month 6 days
Outstanding, aggregate intrinsic value		$ 15,739
Exercisable, aggregate intrinsic value		14,587	$ 18,145
Total intrinsic value of in-the-money options exercised during the period		5,900	11,100	$ 2,500
Total fair value of options vested in period		2,000	$ 1,900	$ 2,300
Stock Options
Additional Disclosures:
Total unrecognized share-based compensation costs related to unvested stock options		$ 1,400
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition		10 months 18 days
Stock Incentive Plan 2012 [Member] | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of stock incentive plan	10 years
Increase in number of common shares authorized under Stock Incentive Plan	4,000,000
Number of common shares authorized for issuance under Stock Incentive Plan	21,000,000				17,000,000
Number of common shares available for grant under Stock Incentive Plan		2,900,000
Number of authorized and unissued common shares under Stock Incentive Plan		9,000,000
Award vesting period		3 years

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Stockholders' Equity and Stock Incentive Plans (Stock Options by Exercise Price Range) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Total intrinsic value of in-the-money options exercised during the period	$ 5.9	$ 11.1	$ 2.5
Options outstanding	3,107,916
Options outstanding, weighted-average remaining contractual life		3 years 10 months 23 days
Options outstanding, weighted-average exercise price	$ 23.36
Options exercisable	2,696,315
Options exercisable, weighted-average exercise price	$ 24.27
Range of exercise prices, low	5.22
Range of exercise prices, high	$ 39.78
Total fair value of options vested in period	$ 2.0	$ 1.9	$ 2.3
$5.22-$7.55
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	411,659
Options outstanding, weighted-average remaining contractual life		4 years 2 months 23 days
Options outstanding, weighted-average exercise price	$ 6.74
Options exercisable	411,659
Options exercisable, weighted-average exercise price	$ 6.74
Range of exercise prices, low	5.22
Range of exercise prices, high	$ 7.55
8.34
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	310,546
Options outstanding, weighted-average remaining contractual life		3 years 9 months 23 days
Options outstanding, weighted-average exercise price	$ 8.34
Options exercisable	310,546
Options exercisable, weighted-average exercise price	$ 8.34
Range of exercise prices, low	8.34
Range of exercise prices, high	$ 8.34
9.86
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	375,678
Options outstanding, weighted-average remaining contractual life		6 years 6 months 23 days
Options outstanding, weighted-average exercise price	$ 9.86
Options exercisable	375,678
Options exercisable, weighted-average exercise price	$ 9.86
Range of exercise prices, low	9.86
Range of exercise prices, high	$ 9.86
11.57
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	244,351
Options outstanding, weighted-average remaining contractual life		7 years 2 months 23 days
Options outstanding, weighted-average exercise price	$ 11.57
Options exercisable	174,061
Options exercisable, weighted-average exercise price	$ 11.57
Range of exercise prices, low	11.57
Range of exercise prices, high	$ 11.57
17.75
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	216,509
Options outstanding, weighted-average remaining contractual life		9 years 10 months 23 days
Options outstanding, weighted-average exercise price	$ 17.75
Options exercisable	0
Options exercisable, weighted-average exercise price	$ 0.00
Range of exercise prices, low	17.75
Range of exercise prices, high	$ 17.75
19.98
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	200,673
Options outstanding, weighted-average remaining contractual life		8 years 4 months 23 days
Options outstanding, weighted-average exercise price	$ 19.98
Options exercisable	75,871
Options exercisable, weighted-average exercise price	$ 19.98
Range of exercise prices, low	19.98
Range of exercise prices, high	$ 19.98
33.31
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	25,000
Options outstanding, weighted-average remaining contractual life		1 year 4 days
Options outstanding, weighted-average exercise price	$ 33.31
Options exercisable	25,000
Options exercisable, weighted-average exercise price	$ 33.31
Range of exercise prices, low	33.31
Range of exercise prices, high	$ 33.31
38.11
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	380,000
Options outstanding, weighted-average remaining contractual life		10 months 16 days
Options outstanding, weighted-average exercise price	$ 38.11
Options exercisable	380,000
Options exercisable, weighted-average exercise price	$ 38.11
Range of exercise prices, low	38.11
Range of exercise prices, high	$ 38.11
39.78
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	943,500
Options outstanding, weighted-average remaining contractual life		9 months 16 days
Options outstanding, weighted-average exercise price	$ 39.78
Options exercisable	943,500
Options exercisable, weighted-average exercise price	$ 39.78
Range of exercise prices, low	39.78
Range of exercise prices, high	39.78
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range Ten [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of exercise prices, low	42.69
Range of exercise prices, high	$ 42.69

XML

Stockholders' Equity and Stock Incentive Plans (Classification of Costs) (Details) - USD ($) $ / shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Dividends Declared	$ 0	$ 0	$ 0
Share-based compensation expense	$ (15,518)	$ (19,264)	$ (18,476)
Gaming
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(428)	(393)	(387)
Food and beverage
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(82)	(75)	(74)
Room
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(39)	(36)	(35)
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(2,176)	(1,996)	(1,965)
Corporate expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(12,793)	(16,764)	(16,207)
Other Operating Income (Expense) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	0	0	(192)
Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(1,974)	(2,821)	(2,733)
Restricted Stock Units (RSUs)
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(8,883)	(9,909)	(8,010)
Performance Stock Units (PSUs)
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(3,353)	(5,135)	(6,537)
Career Shares
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ (1,308)	$ (1,399)	$ (1,196)

XML

Noncontrolling Interest (Narrative) (Details)	Dec. 31, 2016	Nov. 10, 2010	Jan. 31, 2010
Noncontrolling Interest [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Parent Company [Member]
Noncontrolling Interest [Line Items]
Subsidiaries, Ownership Percentage		100.00%
Borgata
Noncontrolling Interest [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Ownership percentage by noncontrolling owners	50.00%
Borgata
Noncontrolling Interest [Line Items]
Equity Method Investment, Ownership Percentage			50.00%

XML

Noncontrolling Interest (Changes in Noncontrolling Interest) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2014	$ 50	$ 50	$ 180,450
Capital contributions	0	0	30
Attributable net income	0	0	11,403
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014			(191,833)
Balance, December 31, 2016	50	50	50
Borgata
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2014	0	0	180,430
Capital contributions	0	0	0
Attributable net income	0	0	11,403
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014			(191,833)
Balance, December 31, 2016	0	0	0
Other Member [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2014	50	50	20
Capital contributions	0	0	30
Attributable net income	0	0	0
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014			0
Balance, December 31, 2016	$ 50	$ 50	50
Noncontrolling Interest [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Capital contributions			$ 30

XML

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 20, 2011	Dec. 31, 2016	Dec. 31, 2015	Aug. 16, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment available for sale		$ 16,800	$ 17,400
Available-for-sale securities, current portion		400	400
Fair Value, Discount Amount, Available for sales securities		$ 3,100	3,200
Payment to option holder, percentage of EBITDA		1.00%
Contingent consideration, liability for payments to option holder, current		$ 900
Contingent consideration, liability for payments to option holder, noncurrent		2,200	2,700
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, gross		21,000
Investment available for sale		$ 17,259	$ 17,839
Debt security, interest rate		7.50%
Kansas Star
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payment to option holder, percentage of EBITDA	1.00%
Senior Notes | 8.375% Senior Notes due 2018 | Peninsula
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, stated interest rate			8.38%	8.375%

XML

Fair Value Measurements (Balances Measured at Fair Value) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities, current portion	$ 400	$ 400
Assets
Cash and cash equivalents	193,862	158,821	$ 145,341	$ 140,311
Restricted cash	16,488	19,030
Investment available for sale	16,800	17,400
Fair Value, Measurements, Nonrecurring [Member]
Assets
Outstanding principal		3,322,475
Fair Value, Measurements, Recurring
Liabilities
Contingent payments	3,038	3,632
Assets
Cash and cash equivalents	193,862	158,821
Restricted cash	16,488	19,030
Investment available for sale	17,259	17,839
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 [Member]
Liabilities
Contingent payments	0	0
Assets
Cash and cash equivalents		158,821
Cash and cash equivalents	193,862
Restricted cash		19,030
Investment available for sale	0	0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 [Member]
Liabilities
Contingent payments	0	0
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Investment available for sale	0	0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 [Member]
Liabilities
Contingent payments	3,038	3,632
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Investment available for sale	17,259	17,839
Parent Company [Member]
Assets
Cash and cash equivalents	1,212	2	$ 2	$ 0
Outstanding principal	$ 3,283,129	2,309,725
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		3,366,251
Estimate of Fair Value Measurement [Member] | Parent Company [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		2,348,120
Senior Notes | Senior Notes Due 2020 [Member] | Parent Company [Member]
Assets
Outstanding principal		350,000
Senior Notes | Senior Notes Due 2020 [Member] | Estimate of Fair Value Measurement [Member] | Parent Company [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		$ 772,500
Earnout on Excess of EBITDA in 2015 | Estimated Probability [Member] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques, Unobservable Inputs, Rate, Percentage	10.30%

XML

Fair Value Measurements (Changes in Fair Value of Level 3 Assets and Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Investment available for sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	$ 17,839	$ 18,357
Total gains (losses) (realized or unrealized):
Included in earnings	130	125
Included in other comprehensive income (loss)	(299)	(263)
Purchases, sales, issuances and settlements:
Settlements	(411)
Balance at December 31, 2016	17,259	17,839
Purchases, sales, issuances and settlements:
Settlements		380
Earnout on Excess of EBITDA in 2015
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2016	0	(75)
Total gains (losses) (realized or unrealized):
Included in earnings		75
Included in other comprehensive income (loss)		0
Purchases, sales, issuances and settlements:
Settlements		0
Balance at December 31, 2016		0
Contingent Payments
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2016	(3,632)	(3,792)
Total gains (losses) (realized or unrealized):
Included in earnings	(600)	(627)
Included in other comprehensive income (loss)	0	0
Purchases, sales, issuances and settlements:
Settlements	(848)	(883)
Balance at December 31, 2016	$ (3,038)	$ (3,632)
Non-operating income | Investment available for sale
Total gains (losses) (realized or unrealized):
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description	0	0
Non-operating income | Earnout on Excess of EBITDA in 2015
Total gains (losses) (realized or unrealized):
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description		0
Non-operating income | Contingent Payments
Total gains (losses) (realized or unrealized):
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description	346	-96

XML

Fair Value Measurements (Valuation Techniques) (Details)	12 Months Ended
	Dec. 31, 2016
Discount Rate [Member] | Fair Value, Measurements, Recurring | Contingent Payments | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques, Unobservable Inputs, Rate, Percentage	18.50%

XML

Fair Value Measurements (Fair Value Balance Sheet Grouping) (Details) - Parent Company [Member] - Fair Value, Inputs, Level 3 [Member] - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Liabilities
Obligation under assessment arrangements	$ 33,456	$ 35,126
Other financial instruments	100	200
Carrying Value
Liabilities
Obligation under assessment arrangements	26,660	27,660
Other financial instruments	97	186
Estimated Fair Value
Liabilities
Obligation under assessment arrangements	27,054	28,381
Other financial instruments	$ 97	$ 186

XML

Fair Value Measurements (Fair Value Balance Sheet Long-Term Debt Grouping) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	May 21, 2015	Aug. 16, 2012	Nov. 10, 2010
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal		$ 3,322,475
Fair Value, Measurements, Nonrecurring [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		3,269,549
Fair Value, Measurements, Nonrecurring [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		3,366,251
Parent Company [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	$ 3,283,129	2,309,725
Long-term debt		2,277,299
Parent Company [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		2,277,299
Parent Company [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		2,348,120
Parent Company [Member] | Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	591
Parent Company [Member] | Other | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	591
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal		1,209,725
Long-term debt	1,752,147	1,197,277
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	1,782,538
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,752,147	1,197,277
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	1,791,853	1,202,870
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate					9.125%
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	738,791	342,956
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 806,250	$ 372,750
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate	6.875%	6.88%	6.875%		6.875%
Outstanding principal		$ 750,000
Long-term debt	$ 738,791	737,066
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	750,000
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	737,926
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	804,375
Parent Company [Member] | Holdco Note | Fixed Rate Debt | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	591
Parent Company [Member] | Holdco Note | Fixed Rate Debt | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	591
Consolidated, Excluding Borgata [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	3,283,129	3,322,475
Long-term debt		3,269,549
Consolidated, Excluding Borgata [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	3,229,455
Consolidated, Excluding Borgata [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 3,403,069
Peninsula
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal		1,012,750
Long-term debt		992,250
Peninsula | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		992,250
Peninsula | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		1,018,131
Peninsula | Bank Credit Facility | Bank Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal		662,750
Long-term debt		648,607
Peninsula | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		648,607
Peninsula | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		$ 661,131
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate		8.38%		8.375%
Outstanding principal		$ 350,000
Long-term debt		343,643
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		343,643
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		$ 357,000

XML

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions based on wages paid to covered employees	$ 1.5	$ 1.4	$ 1.4
Voluntary contributions to the 401(k) profit-sharing plans and trusts	$ 3.9	$ 3.3	$ 4.1

XML

Segment Information (Certain Segment Operating Data and Other) (Details) $ in Thousands	3 Months Ended								7 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Jul. 31, 2016 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2016 USD ($) segment	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578			$ 2,183,976	$ 2,199,432	$ 2,142,255
Corporate expense											72,668	76,941	75,626
Depreciation and amortization											196,226	207,118	208,915
Project development, preopening and writedowns												6,907	13,747
Share-based compensation expense											15,518	19,264	18,476
Impairments of assets										$ 12,100	38,302	18,565	48,681
Other operating charges, net											284	907	13
Operating Income (Loss)	$ 29,971	$ 67,916	$ 80,490	$ 82,250	$ 46,802	$ 69,423	$ 83,094	$ 71,883			$ 260,627	271,202	173,732
Number of reportable segments | segment											3
Segment Reconciling Items [Member]
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Total Reportable Segment Adjusted EBITDA											$ 536,330	527,391	467,344
Corporate expense											(59,875)	(60,177)	(59,420)
Reportable Segment Adjusted EBITDA											596,205	587,568	526,764
Deferred rent											3,266	3,428	3,616
Depreciation and amortization											196,226	207,118	208,915
Project development, preopening and writedowns											22,107	6,907	13,747
Share-based compensation expense											15,518	19,264	18,666
Impairments of assets											38,302	18,565	48,681
Other operating charges, net											284	907	(13)
Total other operating costs and expenses											275,703	256,189	293,612
Operating Income (Loss)											260,627	271,202	173,732
Las Vegas Locals
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues											647,867	610,107	592,652
Total Reportable Segment Adjusted EBITDA											176,420	157,312	144,397
Downtown Las Vegas
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues											236,385	234,191	224,275
Total Reportable Segment Adjusted EBITDA											52,420	49,314	37,309
Midwest and South
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues											1,299,724	1,355,134	1,325,328
Total Reportable Segment Adjusted EBITDA											$ 367,365	380,942	345,058
Borgata
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Ownership percentage by noncontrolling owners	50.00%										50.00%
Net Revenues									$ 485,510			804,166	179,147
Operating Income (Loss)									$ 118,698			$ 146,842	$ 21,251

XML

Segment Information (Reconciliation of Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 4,670,751	$ 4,350,900
Reportable Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	4,499,484	3,928,125
Las Vegas Locals
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	1,785,858	1,155,224
Downtown Las Vegas
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	157,319	138,159
Midwest and South
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	2,556,307	2,634,742
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 171,267	$ 422,775

XML

Segment Information (Reconciliation of Capital Expenditures) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	$ (160,427)	$ (128,305)	$ (121,813)
Change in Accrued Property Additions	(69)	2,865	15,938
Cash-Based Capital Expenditures	160,358	131,170	137,751
Las Vegas Locals
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	(42,069)	(41,772)	(31,653)
Downtown Las Vegas
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	(28,431)	(13,000)	(9,917)
Midwest and South
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	(73,255)	(60,887)	(89,029)
Reportable Segment [Member]
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	(143,755)	(115,659)	(130,599)
Corporate
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	$ (16,672)	$ (12,646)	$ (8,786)

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Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 2,183,976	$ 2,199,432	$ 2,142,255
Operating Income (Loss)	29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883	260,627	271,202	173,732
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	10,742	161,864	11,307	21,560	(14,434)	7,015	(12,390)	30,504	205,473	10,695	(50,625)
Income from discontinued operations, net of tax	1,478	180,707	18,715	11,630	7,565	18,410	5,965	4,599	212,530	36,539	8,987
Net Income (Loss) Attributable to Parent	$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	$ 418,003	$ 47,234	$ (53,041)
Continuing operations	$ 0.10	$ 1.41	$ 0.10	$ 0.19	$ (0.13)	$ 0.06	$ (0.11)	$ 0.27	$ 1.79	$ 0.10	$ (0.46)
Discontinued operations	0.01	1.58	0.16	0.10	0.07	0.17	0.05	0.04	1.86	0.32	(0.02)
Basic net income (loss) per common share	0.11	2.99	0.26	0.29	(0.06)	0.23	(0.06)	0.31	3.65	0.42	(0.48)
Continuing operations	0.10	1.40	0.10	0.19	(0.13)	0.06	(0.11)	0.27	1.78	0.10	(0.46)
Discontinued operations	0.01	1.57	0.16	0.10	0.07	0.16	0.05	0.04	1.85	0.32	(0.02)
Diluted net income (loss) per common share	$ 0.11	$ 2.97	$ 0.26	$ 0.29	$ (0.06)	$ 0.22	$ (0.06)	$ 0.31	$ 3.63	$ 0.42	$ (0.48)

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Condensed Consolidating Financial Information (Balance Sheets) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 193,862	$ 158,821	$ 145,341		$ 140,311
Other current assets	114,085	98,411
Property and equipment, net	2,605,169	2,225,342
Investments in subsidiaries	0	0		$ 221,400
Intercompany receivable	0	0
Other assets, net	49,205	48,341
Assets
Intangible assets, net	881,954	890,054	934,249		1,010,660
Goodwill, net	826,476	685,310	685,310		685,310
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		244,621
Assets	4,670,751	4,350,900
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	30,336	29,750
Other current liabilities	335,168	325,321
Accumulated losses of subsidiaries in excess of investment	0	0
Intercompany payable	0	0
Long-term debt, net of current maturities and debt issuance costs	3,199,119	3,239,799
Other long-term liabilities	(172,002)	(248,019)
Preferred stock	0	0
Common stock	1,129	1,117
Additional paid-in capital	953,440	945,041
Retained earnings (deficit)	(19,878)	(437,881)
Accumulated other comprehensive income (loss)	(615)	(316)
Total Boyd Gaming Corporation stockholders’ equity	934,076	507,961
Noncontrolling interest	50	50	50		180,450
Total stockholders’ equity	934,126	508,011	438,087		650,437
Total liabilities and stockholders’ equity	4,670,751	4,350,900
Boyd
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1,212	2	2		0
Other current assets	78,915	14,602
Property and equipment, net	73,180	68,515
Investments in subsidiaries	4,505,897	3,547,690
Intercompany receivable	0	0
Other assets, net	13,598	12,521
Assets
Intangible assets, net	0	0
Goodwill, net	0	0
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		0
Assets	4,672,802	3,643,330
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	30,250	21,500
Other current liabilities	93,762	102,946
Accumulated losses of subsidiaries in excess of investment	0	0
Intercompany payable	521,002	720,400
Long-term debt, net of current maturities and debt issuance costs	3,198,613	2,255,800
Other long-term liabilities	104,901	(34,723)
Total Boyd Gaming Corporation stockholders’ equity	934,076	507,961
Noncontrolling interest	0	0
Total stockholders’ equity	934,076	507,961
Total liabilities and stockholders’ equity	4,672,802	3,643,330
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	168,898	156,116	143,580		137,621
Other current assets	9,644	73,902
Property and equipment, net	2,096,764	2,120,455
Investments in subsidiaries	139,465	0
Intercompany receivable	1,464,361	1,702,317
Other assets, net	27,551	17,527
Assets
Intangible assets, net	825,667	865,995
Goodwill, net	672,067	684,529
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		244,621
Assets	5,404,417	5,865,462
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0	8,250
Other current liabilities	179,624	198,590
Accumulated losses of subsidiaries in excess of investment	0	4,507
Intercompany payable	0	0
Long-term debt, net of current maturities and debt issuance costs	0	983,999
Other long-term liabilities	(298,624)	(213,296)
Total Boyd Gaming Corporation stockholders’ equity	4,926,169	4,456,820
Noncontrolling interest	0	0
Total stockholders’ equity	4,926,169	4,456,820
Total liabilities and stockholders’ equity	5,404,417	5,865,462
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	23,752	2,482	1,540		2,590
Other current assets	25,979	10,415
Property and equipment, net	435,225	36,372
Investments in subsidiaries	0	0
Intercompany receivable	0	0
Other assets, net	8,056	18,293
Assets
Intangible assets, net	56,287	24,059
Goodwill, net	154,409	781
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		0
Assets	703,708	92,402
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	86	0
Other current liabilities	63,211	24,071
Accumulated losses of subsidiaries in excess of investment	8,257	302
Intercompany payable	942,155	981,688
Long-term debt, net of current maturities and debt issuance costs	506	0
Other long-term liabilities	(21,721)	0
Total Boyd Gaming Corporation stockholders’ equity	(288,786)	(913,659)
Noncontrolling interest	0	0
Total stockholders’ equity	(288,786)	(913,659)
Total liabilities and stockholders’ equity	703,708	92,402
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	221	219		100
Other current assets	0	0
Property and equipment, net	0	0
Investments in subsidiaries	0	0
Intercompany receivable	0	0
Other assets, net	0	0
Assets
Intangible assets, net	0	0
Goodwill, net	0	0
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		0
Assets	0	221
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0	0
Other current liabilities	0	0
Accumulated losses of subsidiaries in excess of investment	0	0
Intercompany payable	254	475
Long-term debt, net of current maturities and debt issuance costs	0	0
Other long-term liabilities	0	0
Total Boyd Gaming Corporation stockholders’ equity	(254)	(254)
Noncontrolling interest	0	0
Total stockholders’ equity	(254)	(254)
Total liabilities and stockholders’ equity	0	221
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	$ 0		$ 0
Other current assets	(453)	(508)
Property and equipment, net	0	0
Investments in subsidiaries	(4,645,362)	(3,547,690)
Intercompany receivable	(1,464,361)	(1,702,317)
Other assets, net	0	0
Assets
Intangible assets, net	0	0
Goodwill, net	0	0
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent		0
Assets	(6,110,176)	(5,250,515)
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0	0
Other current liabilities	(1,429)	(286)
Accumulated losses of subsidiaries in excess of investment	(8,257)	(4,809)
Intercompany payable	(1,463,411)	(1,702,563)
Long-term debt, net of current maturities and debt issuance costs	0	0
Other long-term liabilities	0	0
Total Boyd Gaming Corporation stockholders’ equity	(4,637,129)	(3,542,907)
Noncontrolling interest	50	50
Total stockholders’ equity	(4,637,079)	(3,542,857)
Total liabilities and stockholders’ equity	$ (6,110,176)	$ (5,250,515)

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Condensed Consolidating Financial Information (Income Statements) (Details) - USD ($) $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578		$ 2,183,976	$ 2,199,432	$ 2,142,255
Costs and Expenses
Operating										1,171,733	1,190,824	1,184,442
Selling, general and administrative										322,009	322,420	327,599
Maintenance and utilities										100,020	104,548	109,526
Depreciation and amortization										196,226	207,118	208,915
Corporate expense										72,668	76,941	75,626
Project development, preopening and writedowns											6,907	13,747
Project development, preopening and writedowns										22,107	6,907	13,747
Impairments of assets									$ 12,100	38,302	18,565	48,681
Other operating charges, net										(284)	(907)	(13)
Intercompany expenses										0	0	0
Costs and Expenses										1,923,349	1,928,230	1,968,523
Equity in earnings of subsidiaries										0	0	0
Operating Income (Loss)	29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883		260,627	271,202	173,732
Other expense (income)
Interest expense, net										209,731	222,732	228,181
Loss on early extinguishments and modifications of debt										42,364	40,733	1,536
Other, net										545	3,676	48
Total other expense, net										(252,640)	(267,141)	(229,765)
Income (loss) from continuing operations before income taxes										7,987	4,061	(56,033)
Income taxes benefit										197,486	6,634	5,408
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	10,742	161,864	11,307	21,560	(14,434)	7,015	(12,390)	30,504		205,473	10,695	(50,625)
Income from discontinued operations, net of tax	1,478	180,707	18,715	11,630	7,565	18,410	5,965	4,599		212,530	36,539	8,987
Net income (loss)										418,003	47,234	(41,638)
Less: net income (loss) attributable to noncontrolling interest												(11,403)
Net Income (Loss) Attributable to Parent	$ 12,220	$ 342,571	$ 30,022	$ 33,190	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103		418,003	47,234	(53,041)
Comprehensive income (loss)										417,704	46,971	(51,577)
Boyd
Condensed Financial Statements, Captions [Line Items]
Net Revenues										121,939	121,541	117,159
Costs and Expenses
Operating										1,200	1,800	1,800
Selling, general and administrative										49,938	48,173	46,708
Maintenance and utilities										0	0	0
Depreciation and amortization										8,767	6,179	5,667
Corporate expense										66,703	71,700	71,951
Project development, preopening and writedowns										18,079	884	105
Impairments of assets										1,440	0	320
Other operating charges, net										(181)	(599)	(164)
Intercompany expenses										(1,205)	(1,204)	(1,204)
Costs and Expenses										147,513	130,539	127,919
Equity in earnings of subsidiaries										(442,902)	190,570	(85,268)
Operating Income (Loss)										417,328	181,572	74,508
Other expense (income)
Interest expense, net										(157,923)	(125,890)	(132,204)
Loss on early extinguishments and modifications of debt										28,356	30,829	0
Other, net										1	396	793
Total other expense, net										186,280	(157,115)	(131,411)
Income (loss) from continuing operations before income taxes										231,048	24,457	(56,903)
Income taxes benefit										(186,955)	(22,777)	(3,862)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										418,003	47,234	(53,041)
Income from discontinued operations, net of tax										0	0	0
Net income (loss)										418,003	47,234
Less: net income (loss) attributable to noncontrolling interest												0
Net Income (Loss) Attributable to Parent												(53,041)
Comprehensive income (loss)										417,704	46,971	(51,577)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Revenues										2,127,064	2,173,147	2,114,021
Costs and Expenses
Operating										1,112,717	1,145,181	1,134,312
Selling, general and administrative										260,014	267,661	273,924
Maintenance and utilities										98,741	103,086	108,002
Depreciation and amortization										180,463	196,865	200,356
Corporate expense										1,738	1,781	1,849
Project development, preopening and writedowns										(3,297)	2,351	8,894
Impairments of assets										36,862	17,500	41,090
Other operating charges, net										(103)	(308)	177
Intercompany expenses										(140,671)	(140,971)	(134,710)
Costs and Expenses										1,828,012	1,875,704	1,902,960
Equity in earnings of subsidiaries										(2,039)	(2,204)	(2,764)
Operating Income (Loss)										297,013	295,239	208,297
Other expense (income)
Interest expense, net										51,773	96,818	95,953
Loss on early extinguishments and modifications of debt										14,008	9,904	1,536
Other, net										617	2,959	(683)
Total other expense, net										(66,398)	(109,681)	(96,806)
Income (loss) from continuing operations before income taxes										230,615	185,558	111,491
Income taxes benefit										10,405	(16,089)	1,644
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										241,020	169,469	113,135
Income from discontinued operations, net of tax										212,530	36,539	(13,819)
Net income (loss)										453,550	206,008
Less: net income (loss) attributable to noncontrolling interest												0
Net Income (Loss) Attributable to Parent												99,316
Comprehensive income (loss)										453,251	205,745	100,780
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Net Revenues										78,308	48,353	48,687
Costs and Expenses
Operating										57,816	43,843	48,330
Selling, general and administrative										12,055	6,604	7,187
Maintenance and utilities										1,279	1,462	1,523
Depreciation and amortization										6,996	4,074	2,892
Corporate expense										4,227	3,460	1,826
Project development, preopening and writedowns										7,325	3,596	4,586
Impairments of assets										0	1,065	7,271
Other operating charges, net										0	0	0
Intercompany expenses										(1,461)	(1,416)	(1,478)
Costs and Expenses										91,159	65,520	75,093
Equity in earnings of subsidiaries										0	(76)	(162)
Operating Income (Loss)										(12,851)	(17,243)	(26,568)
Other expense (income)
Interest expense, net										35	24	24
Loss on early extinguishments and modifications of debt										0	0	0
Other, net										(73)	321	1,524
Total other expense, net										38	(345)	(1,548)
Income (loss) from continuing operations before income taxes										(12,813)	(17,588)	(28,116)
Income taxes benefit										126	(54)	(98)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										(12,687)	(17,642)	(28,214)
Income from discontinued operations, net of tax										0	0	0
Net income (loss)										(12,687)	(17,642)
Less: net income (loss) attributable to noncontrolling interest												0
Net Income (Loss) Attributable to Parent												(28,214)
Comprehensive income (loss)										(12,687)	(17,642)	(28,214)
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Net Revenues										0	0	0
Costs and Expenses
Operating										0	0	0
Selling, general and administrative										0	0	0
Maintenance and utilities										0	0	1
Depreciation and amortization										0	0	0
Corporate expense										0	0	0
Project development, preopening and writedowns										0	76	162
Impairments of assets										0	0	0
Other operating charges, net										0	0	0
Intercompany expenses										0	0	0
Costs and Expenses										0	76	163
Equity in earnings of subsidiaries										0	0	0
Operating Income (Loss)										0	(76)	(163)
Other expense (income)
Interest expense, net										0	0	0
Loss on early extinguishments and modifications of debt										0	0	0
Other, net										0	0	0
Total other expense, net										0	0	0
Income (loss) from continuing operations before income taxes										0	(76)	(163)
Income taxes benefit										0	0	0
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										0	(76)	(163)
Income from discontinued operations, net of tax										0	0	22,806
Net income (loss)										0	(76)
Less: net income (loss) attributable to noncontrolling interest												0
Net Income (Loss) Attributable to Parent												22,643
Comprehensive income (loss)										0	(76)	22,643
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net Revenues										(143,335)	(143,609)	(137,612)
Costs and Expenses
Operating										0	0	0
Selling, general and administrative										2	(18)	(220)
Maintenance and utilities										0	0	0
Depreciation and amortization										0	0	0
Corporate expense										0	0	0
Project development, preopening and writedowns										0	0	0
Impairments of assets										0	0	0
Other operating charges, net										0	0	0
Intercompany expenses										143,337	143,591	137,392
Costs and Expenses										(143,335)	(143,609)	(137,612)
Equity in earnings of subsidiaries										(440,863)	(188,290)	(82,342)
Operating Income (Loss)										(440,863)	(188,290)	(82,342)
Other expense (income)
Interest expense, net										0	0	0
Loss on early extinguishments and modifications of debt										0	0	0
Other, net										0	0	0
Total other expense, net										0	0	0
Income (loss) from continuing operations before income taxes										(440,863)	(188,290)	(82,342)
Income taxes benefit										0	0	0
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										(440,863)	(188,290)	(82,342)
Income from discontinued operations, net of tax										0	0	0
Net income (loss)										(440,863)	(188,290)
Less: net income (loss) attributable to noncontrolling interest												(11,403)
Net Income (Loss) Attributable to Parent												(93,745)
Comprehensive income (loss)										$ (440,564)	$ (188,027)	$ (95,209)

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Condensed Consolidating Financial Information (Cash Flows) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations	$ 0	$ 0	$ 37,527
Cash flows from operating activities
Net cash from operating activities	302,881	325,751	289,898
Cash flows from investing activities
Capital expenditures	(160,358)	(131,170)	(137,751)
Proceeds (Payments) from Investments in Subsidiaries	0	0	153
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	14,207
Cash paid for acquisitions, net of cash received	(592,703)	0	0
Other investing activities	14,207	4,528	(5,912)
Net cash provided by (used in) investing activities	(738,854)	(126,642)	(143,510)
Cash flows from financing activities
Borrowings under bank credit facility	2,276,175	1,379,000	1,147,800
Payments under bank credit facility	(2,366,112)	(1,636,350)	(1,287,850)
Debt financing costs, net	(42,220)	(14,004)	(83)
Payments under note payable	0	0	(9)
Payments on Retirements of Long-term Debt	(700,000)	(657,813)	0
Premium and Consent Fees Paid	15,750	24,246	0
Net Financing Activity with Affiliates	0	0	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
Share-based compensation activities, net	(1,295)	(3,689)	(1,791)
Proceeds from (Payments for) Other Financing Activities	(45)	0	30
Net cash provided by (used in) financing activities	(99,247)	(199,724)	(138,321)
Proceeds from Issuance of Senior Long-term Debt	750,000	750,000	0
Cash flows from operating activities	(27,796)	14,095	32,961
Cash flows from investing activities	598,057	0	(36,470)
Cash flows from financing activities	0	0	(37,055)
Net cash provided by (used in) discontinued operations	570,261	14,095	(40,564)
Change in cash and cash equivalents	35,041	13,480	(32,497)
Cash and cash equivalents, beginning of period	158,821	145,341	140,311
Cash and cash equivalents, end of period	193,862	158,821	145,341
Boyd
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	(86,502)	102,080	(39,524)
Cash flows from investing activities
Capital expenditures	(42,840)	48,591	43,164
Proceeds (Payments) from Investments in Subsidiaries
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	9,150	11,200	5,300
Payments to (Proceeds from) Combined Other Investing Activities	0
Cash paid for acquisitions, net of cash received	(592,703)
Other investing activities		(3,292)	0
Net cash provided by (used in) investing activities	(626,393)	(34,099)	(37,864)
Cash flows from financing activities
Borrowings under bank credit facility	2,039,175	1,033,500	830,400
Payments under bank credit facility	1,466,362	(1,211,200)	910,700
Debt financing costs, net	(42,220)	14,004	83
Payments under note payable			0
Payments on Retirements of Long-term Debt	350,000	500,000
Premium and Consent Fees Paid	(15,750)	24,246
Net Financing Activity with Affiliates	(199,398)	(105,720)	155,952
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	(11,200)	(5,300)
Share-based compensation activities, net	1,295	(3,689)	(1,791)
Proceeds from (Payments for) Other Financing Activities	(45)		30
Net cash provided by (used in) financing activities	714,105	(67,981)	77,390
Proceeds from Issuance of Senior Long-term Debt	750,000	750,000
Cash flows from operating activities	0	0	0
Cash flows from investing activities	0	0	0
Cash flows from financing activities	0	0	0
Net cash provided by (used in) discontinued operations	0	0	0
Change in cash and cash equivalents	1,210	0	2
Cash and cash equivalents, beginning of period	2	2	0
Cash and cash equivalents, end of period	1,212	2	2
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	334,764	237,041	323,402
Cash flows from investing activities
Capital expenditures	(115,978)	(82,392)	(94,442)
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	237,956	(66,691)	(158,791)
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	7,529
Cash paid for acquisitions, net of cash received	0
Other investing activities		1,236	(670)
Net cash provided by (used in) investing activities	129,507	(147,847)	(253,903)
Cash flows from financing activities
Borrowings under bank credit facility	237,000	345,500	317,400
Payments under bank credit facility	(899,750)	(425,150)	(377,150)
Debt financing costs, net	0	0	0
Payments under note payable			(9)
Payments on Retirements of Long-term Debt	(350,000)	(3)
Premium and Consent Fees Paid	0	0
Net Financing Activity with Affiliates	0	0	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	(9,000)	(11,100)	(5,200)
Share-based compensation activities, net	0	0	0
Proceeds from (Payments for) Other Financing Activities	0		0
Net cash provided by (used in) financing activities	(1,021,750)	(90,753)	(64,959)
Proceeds from Issuance of Senior Long-term Debt	0	0
Cash flows from operating activities	(27,796)	14,095	1,419
Cash flows from investing activities	598,057	0	0
Cash flows from financing activities	0	0	0
Net cash provided by (used in) discontinued operations	570,261	14,095	1,419
Change in cash and cash equivalents	12,782	12,536	5,959
Cash and cash equivalents, beginning of period	156,116	143,580	137,621
Cash and cash equivalents, end of period	168,898	156,116	143,580
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	55,815	(13,085)	1,847
Cash flows from investing activities
Capital expenditures	(1,540)	(187)	(145)
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	6,678
Cash paid for acquisitions, net of cash received	0
Other investing activities		0	(5,242)
Net cash provided by (used in) investing activities	5,138	(187)	(5,387)
Cash flows from financing activities
Borrowings under bank credit facility	0	0	0
Payments under bank credit facility	0	0	0
Debt financing costs, net	0	0	0
Payments under note payable			0
Payments on Retirements of Long-term Debt	0	(157,810)
Premium and Consent Fees Paid	0	0
Net Financing Activity with Affiliates	(39,533)	172,124	2,590
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	(150)	(100)	(100)
Share-based compensation activities, net	0	0	0
Proceeds from (Payments for) Other Financing Activities	0		0
Net cash provided by (used in) financing activities	(39,683)	14,214	2,490
Proceeds from Issuance of Senior Long-term Debt	0	0
Cash flows from operating activities	0	0	0
Cash flows from investing activities	0	0	0
Cash flows from financing activities	0	0	0
Net cash provided by (used in) discontinued operations	0	0	0
Change in cash and cash equivalents	21,270	942	(1,050)
Cash and cash equivalents, beginning of period	2,482	1,540	2,590
Cash and cash equivalents, end of period	23,752	2,482	1,540
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			37,527
Cash flows from operating activities
Net cash from operating activities	0	(76)	4,290
Cash flows from investing activities
Capital expenditures	0	0	0
Proceeds (Payments) from Investments in Subsidiaries			153
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	0
Cash paid for acquisitions, net of cash received	0
Other investing activities		0	0
Net cash provided by (used in) investing activities	0	0	153
Cash flows from financing activities
Borrowings under bank credit facility	0	0	0
Payments under bank credit facility	0	0	0
Debt financing costs, net	0	0	0
Payments under note payable			0
Payments on Retirements of Long-term Debt	0	0
Premium and Consent Fees Paid	0	0
Net Financing Activity with Affiliates	(221)	78	132
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
Share-based compensation activities, net	0	0	0
Proceeds from (Payments for) Other Financing Activities	0		0
Net cash provided by (used in) financing activities	(221)	78	132
Proceeds from Issuance of Senior Long-term Debt	0	0
Cash flows from operating activities	0	0	31,542
Cash flows from investing activities	0	0	(36,470)
Cash flows from financing activities	0	0	(37,055)
Net cash provided by (used in) discontinued operations	0	0	(41,983)
Change in cash and cash equivalents	(221)	2	(37,408)
Cash and cash equivalents, beginning of period	221	219	100
Cash and cash equivalents, end of period	0	221	219
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	(1,196)	(209)	(117)
Cash flows from investing activities
Capital expenditures	0	0	0
Proceeds (Payments) from Investments in Subsidiaries
Net Investing Activity with Affiliates	(237,956)	66,691	158,791
Proceeds from Equity Method Investment, Dividends or Distributions	(9,150)	(11,200)	(5,300)
Payments to (Proceeds from) Combined Other Investing Activities	0
Cash paid for acquisitions, net of cash received	0
Other investing activities		0	0
Net cash provided by (used in) investing activities	(247,106)	55,491	153,491
Cash flows from financing activities
Borrowings under bank credit facility	0	0	0
Payments under bank credit facility	0	0	0
Debt financing costs, net	0	0	0
Payments under note payable			0
Payments on Retirements of Long-term Debt	0	0
Premium and Consent Fees Paid	0	0
Net Financing Activity with Affiliates	239,152	(66,482)	(158,674)
Share-based compensation activities, net	0	0	0
Proceeds from (Payments for) Other Financing Activities	0		0
Net cash provided by (used in) financing activities	248,302	(55,282)	(153,374)
Proceeds from Issuance of Senior Long-term Debt	0	0
Cash flows from operating activities	0	0	0
Cash flows from investing activities	0	0	0
Cash flows from financing activities	0	0	0
Net cash provided by (used in) discontinued operations	0	0	0
Change in cash and cash equivalents	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

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Condensed Consolidating Financial Information (Narrative) (Details) - Boyd	Dec. 31, 2016	Mar. 28, 2016	Dec. 31, 2015	May 21, 2015	Nov. 10, 2010
For the year ending December 31,
Subsidiaries, Ownership Percentage					100.00%
Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Debt instrument, stated interest rate	6.875%		6.88%	6.875%	6.875%
Subsidiaries, Ownership Percentage				100.00%
Senior Notes | Senior Notes Due 2026 [Member]
For the year ending December 31,
Debt instrument, stated interest rate	6.375%	6.375%		6.375%
Subsidiaries, Ownership Percentage				100.00%

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Condensed Consolidating Financial Information Schedule of adjustments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Schedule of adjustments [Line Items]
Net income (loss)									$ 418,003	$ 47,234	$ (41,638)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 10,742	$ 161,864	$ 11,307	$ 21,560	$ (14,434)	$ 7,015	$ (12,390)	$ 30,504	205,473	10,695	(50,625)
Assets	4,670,751				4,350,900				4,670,751	4,350,900
Net cash from operating activities									302,881	325,751	289,898
Boyd
Schedule of adjustments [Line Items]
Net income (loss)									418,003	47,234
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									418,003	47,234	(53,041)
Assets	4,672,802				3,643,330				4,672,802	3,643,330
Net cash from operating activities									(86,502)	102,080	(39,524)
Guarantor Subsidiaries
Schedule of adjustments [Line Items]
Net income (loss)									453,550	206,008
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									241,020	169,469	113,135
Assets	5,404,417				5,865,462				5,404,417	5,865,462
Net cash from operating activities									334,764	237,041	323,402
Non-Guarantor Subsidiaries (100% Owned)
Schedule of adjustments [Line Items]
Net income (loss)									(12,687)	(17,642)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									(12,687)	(17,642)	(28,214)
Assets	703,708				92,402				703,708	92,402
Net cash from operating activities									55,815	(13,085)	1,847
Non-Guarantor Subsidiaries (Not 100% Owned)
Schedule of adjustments [Line Items]
Net income (loss)									0	(76)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									0	(76)	(163)
Assets	$ 0				$ 221				0	221
Net cash from operating activities									$ 0	$ (76)	$ 4,290

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Related Party Transactions (Details)	Dec. 31, 2016
Related Party Transaction [Line Items]
Ownership percentage	50.00%
William S. Boyd and His Immediate Family
Related Party Transaction [Line Items]
Ownership percentage	27.00%

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Subsequent Events (Details)	Feb. 18, 2017
Subsequent Event [Line Items]
Land Purchase Options, Description	43.0

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Schedule I (Details) - USD ($) $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities										$ 302,881	$ 325,751	$ 289,898
Net Revenues	$ 554,823	$ 531,901	$ 544,874	$ 552,378	$ 542,674	$ 546,313	$ 559,867	$ 550,578		2,183,976	2,199,432	2,142,255
Operating										1,171,733	1,190,824	1,184,442
Selling, general and administrative										322,009	322,420	327,599
Maintenance and utilities										100,020	104,548	109,526
Depreciation and amortization										196,226	207,118	208,915
Corporate expense										72,668	76,941	75,626
Project development, preopening and writedowns										22,107	6,907	13,747
Impairments of assets									$ 12,100	38,302	18,565	48,681
Other operating charges, net										284	907	13
Intercompany expenses										0	0	0
Total operating costs and expenses										1,923,349	1,928,230	1,968,523
Equity in Earnings of Subsidiaries										0	0	0
Operating Income (Loss)	29,971	67,916	80,490	82,250	46,802	69,423	83,094	71,883		260,627	271,202	173,732
Interest Income (Expense), Nonoperating, Net										(209,731)	(222,732)	(228,181)
Loss on early extinguishments and modifications of debt										42,364	40,733	1,536
Cash and cash equivalents	193,862				158,821					193,862	158,821	145,341	$ 140,311
Other current assets	114,085				98,411					114,085	98,411
Property and equipment, net	2,605,169				2,225,342					2,605,169	2,225,342
Investments in subsidiaries	0				0				$ 221,400	0	0
Intercompany receivable	0				0					0	0
Other assets, net	49,205				48,341					49,205	48,341
Intangible assets, net	881,954				890,054					881,954	890,054	934,249	1,010,660
Goodwill, net	826,476				685,310					826,476	685,310	685,310	685,310
Total assets	4,670,751				4,350,900					4,670,751	4,350,900
Current maturities of long-term debt	30,336				29,750					30,336	29,750
Other current liabilities	335,168				325,321					335,168	325,321
Accumulated losses of subsidiaries in excess of investment	0				0					0	0
Intercompany payable	0				0					0	0
Long-term debt, net of current maturities and debt issuance costs	3,199,119				3,239,799					3,199,119	3,239,799
Other long-term liabilities	172,002				248,019					172,002	248,019
Common stock	1,129				1,117					1,129	1,117
Additional paid-in capital	953,440				945,041					953,440	945,041
Retained earnings (accumulated deficit)	(19,878)				(437,881)					(19,878)	(437,881)
Accumulated other comprehensive income (loss)	(615)				(316)					(615)	(316)
Total Boyd Gaming Corporation stockholders’ equity	934,076				507,961					934,076	507,961
Noncontrolling interest	50				50					50	50	50	180,450
Total stockholders’ equity	934,126				508,011					934,126	508,011	438,087	650,437
Total liabilities and stockholders’ equity	4,670,751				4,350,900					4,670,751	4,350,900
Other, net										545	3,676	48
Total other expense, net										(252,640)	(267,141)	(229,765)
Income (loss) from continuing operations before income taxes										7,987	4,061	(56,033)
Income Tax Expense (Benefit)										(197,486)	(6,634)	(5,408)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	10,742	161,864	11,307	21,560	(14,434)	7,015	(12,390)	30,504		205,473	10,695	(50,625)
Income from discontinued operations, net of tax	1,478	180,707	18,715	11,630	7,565	18,410	5,965	4,599		212,530	36,539	8,987
Net income (loss)										418,003	47,234	(41,638)
Net (income) loss attributable to noncontrolling interest												11,403
Net Income (Loss) Attributable to Parent	12,220	$ 342,571	$ 30,022	$ 33,190	(6,869)	$ 25,425	$ (6,425)	$ 35,103		418,003	47,234	(53,041)
Fair value of adjustments to available-for-sale securities										(299)	(263)	824
Comprehensive income (loss)										417,704	46,971	(51,577)
Payments to Acquire Property, Plant, and Equipment										160,358	131,170	137,751
Cash paid for acquisitions, net of cash received										(592,703)	0	0
Proceeds (Payments) from Investments in Subsidiaries										0	0	153
Proceeds from Equity Method Investment, Dividends or Distributions										0	0	0
Payments to (Proceeds from) Combined Other Investing Activities										14,207
Other investing activities										14,207	4,528	(5,912)
Net cash used in investing activities										(738,854)	(126,642)	(143,510)
Borrowings under bank credit facility										2,276,175	1,379,000	1,147,800
Repayments of Combined Lines of Credit										2,366,112	1,636,350	1,287,850
Payments of Debt Issuance Costs										42,220	14,004	83
Payments under note payable										0	0	(9)
Payments on Retirements of Long-term Debt										(700,000)	(657,813)	0
Premium and Consent Fees Paid										15,750	24,246	0
Proceeds from Issuance of Senior Long-term Debt										750,000	750,000	0
Net Financing Activity with Affiliates										0	0	0
Share-based compensation activities, net										1,295	3,689	1,791
Proceeds from (Payments for) Other Financing Activities										(45)	0	30
Net Cash Provided by (Used in) Financing Activities										99,247	199,724	138,321
Cash and Cash Equivalents, Period Increase (Decrease)										35,041	13,480	(32,497)
Cash paid for interest, net of amounts capitalized										197,475	178,433	203,758
Cash paid (received) for income taxes, net of refunds										33,723	(1,159)	1,255
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures										9,334	7,235	16,844
Boyd
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities										(86,502)	102,080	(39,524)
Net Revenues										121,939	121,541	117,159
Operating										1,200	1,800	1,800
Selling, general and administrative										49,938	48,173	46,708
Maintenance and utilities										0	0	0
Depreciation and amortization										8,767	6,179	5,667
Corporate expense										66,703	71,700	71,951
Impairments of assets										1,440	0	320
Other operating charges, net										181	599	164
Intercompany expenses										(1,205)	(1,204)	(1,204)
Total operating costs and expenses										147,513	130,539	127,919
Equity in Earnings of Subsidiaries										442,902	(190,570)	85,268
Operating Income (Loss)										417,328	181,572	74,508
Interest Income (Expense), Nonoperating, Net										157,923	125,890	132,204
Loss on early extinguishments and modifications of debt										28,356	30,829	0
Cash and cash equivalents	1,212				2					1,212	2	2	$ 0
Other current assets	78,915				14,602					78,915	14,602
Property and equipment, net	73,180				68,515					73,180	68,515
Investments in subsidiaries	4,505,897				3,547,690					4,505,897	3,547,690
Intercompany receivable	0				0					0	0
Other assets, net	13,598				12,521					13,598	12,521
Intangible assets, net	0				0					0	0
Goodwill, net	0				0					0	0
Total assets	4,672,802				3,643,330					4,672,802	3,643,330
Current maturities of long-term debt	30,250				21,500					30,250	21,500
Other current liabilities	93,762				102,946					93,762	102,946
Accumulated losses of subsidiaries in excess of investment	0				0					0	0
Intercompany payable	521,002				720,400					521,002	720,400
Long-term debt, net of current maturities and debt issuance costs	3,198,613				2,255,800					3,198,613	2,255,800
Other long-term liabilities	(104,901)				34,723					(104,901)	34,723
Total Boyd Gaming Corporation stockholders’ equity	934,076				507,961					934,076	507,961
Noncontrolling interest	0				0					0	0
Total stockholders’ equity	934,076				507,961					934,076	507,961
Total liabilities and stockholders’ equity	$ 4,672,802				$ 3,643,330					4,672,802	3,643,330
Other, net										1	396	793
Total other expense, net										186,280	(157,115)	(131,411)
Income (loss) from continuing operations before income taxes										231,048	24,457	(56,903)
Income Tax Expense (Benefit)										186,955	22,777	3,862
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest										418,003	47,234	(53,041)
Income from discontinued operations, net of tax										0	0	0
Net income (loss)										418,003	47,234
Net (income) loss attributable to noncontrolling interest												0
Net Income (Loss) Attributable to Parent												(53,041)
Comprehensive income (loss)										417,704	46,971	(51,577)
Payments to Acquire Property, Plant, and Equipment										42,840	(48,591)	(43,164)
Cash paid for acquisitions, net of cash received										(592,703)
Proceeds (Payments) from Investments in Subsidiaries
Proceeds from Equity Method Investment, Dividends or Distributions										9,150	11,200	5,300
Payments to (Proceeds from) Combined Other Investing Activities										0
Other investing activities											(3,292)	0
Net cash used in investing activities										(626,393)	(34,099)	(37,864)
Borrowings under bank credit facility										2,039,175	1,033,500	830,400
Repayments of Combined Lines of Credit										(1,466,362)	1,211,200	(910,700)
Payments of Debt Issuance Costs										42,220	(14,004)	(83)
Payments under note payable												0
Payments on Retirements of Long-term Debt										350,000	500,000
Premium and Consent Fees Paid										(15,750)	24,246
Proceeds from Issuance of Senior Long-term Debt										750,000	750,000
Net Financing Activity with Affiliates										(199,398)	(105,720)	155,952
Share-based compensation activities, net										(1,295)	3,689	1,791
Proceeds from (Payments for) Other Financing Activities										(45)		30
Net Cash Provided by (Used in) Financing Activities										(714,105)	67,981	(77,390)
Cash and Cash Equivalents, Period Increase (Decrease)										$ 1,210	$ 0	$ 2

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Schedule I Schedule I Footnotes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	$ 0	$ 0	$ 0
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
2015	45,970
2016	18,517
2017	16,326
2018	14,083
2019	13,665
Thereafter	322,243
Lease obligations	430,804
Payments to (Proceeds from) Combined Other Investing Activities	14,207
Boyd
Condensed Financial Statements, Captions [Line Items]
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	11,200	5,300
2015	30,336
2016	76,441
2017	30,346
2018	266,102
2019	432,295
Thereafter	2,447,609
Proceeds from Equity Method Investment, Dividends or Distributions	9,150	11,200	$ 5,300
Outstanding principal	(3,283,129)	$ (2,309,725)
Payments to (Proceeds from) Combined Other Investing Activities	$ 0

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Unrecognized Tax Benefits (Details) $ in Millions	Dec. 31, 2016 USD ($)
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards	$ 201.5