BOYD GAMING CORP 10-K

bgc20190819_10k.htm       Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-K      (Mark One)     ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      For the fiscal year ended  December 31, 2020 OR    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    Commission file number: 1-12882        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 Trading Symbol(s) Name of each exchange on which registered Common Stock, par value of $0.01 per share BYD 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   ☒  No  ☐   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  ☐   No   ☒   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   ☒  No  ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes   ☒  No  ☐           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.    Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐  Smaller reporting company ☐     Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act.☐   Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐    No  ☒   As of June 30, 2020, 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 approxima tely $ 1.7 billion.   Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.      Class   Outstanding as of February 22 , 2021     Common stock, $0.01 par value   111,862,004      DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant's 2021 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of December 31, 2020 are incorporated by reference into Part III of this Form 10-K.         Table of Contents     BOYD GAMING CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 TABLE OF CONTENTS       Page No.   PART I   ITEM 1. Business 1       ITEM 1A. Risk Factors 11       ITEM 1B. Unresolved Staff Comments 18       ITEM 2. Properties 19       ITEM 3. Legal Proceedings 19       ITEM 4. Mine Safety Disclosures 19         PART II         ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20       ITEM 6. Selected Financial Data 22       ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 24       ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 44       ITEM 8. Financial Statements and Supplementary Data 45       ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 97       ITEM 9A. Controls and Procedures 97       ITEM 9B . Other Information 99         PART III         ITEM 10. Directors, Executive Officers and Corporate Governance 99       ITEM 11. Executive Compensation 99       ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 99       ITEM 13. Certain Relationships and Related Transactions, and Director Independence 99       ITEM 14. Principal Accounting Fees and Services 99         PART IV         ITEM 15. Exhibits, Financial Statement Schedules 100       ITEM 16. Form 10-K Summary 107         SIGNATURES 108     Table of Contents     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 operate 28 wholly owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania.   We strive to create long-term shareholder value, to be among the leading companies in our industry and to provide opportunities for all while we support and enhance our communities. Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing free cash flow, improving operations and diversifying our asset base; and (iii) successfully pursuing 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.   We operate with an efficient business model that we believe has enabled us to grow operating margins over the past several years, and we believe we have an opportunity to realize additional cost savings by further leveraging our size and scale. We strategically reinvest in our non-gaming amenities, including hotel rooms and restaurants to refresh our property offerings and better capitalize on customers' evolving spending behaviors. We manage our cost and expense structure to adjust to current business volumes and to generate strong and stable cash flows.   As a result of the COVID-19 global pandemic, all of our gaming facilities were closed in mid-March 2020 in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. As of February 22, 2021, 26 of our 28 gaming facilities are open and operating, subject to various health and safety measures, including occupancy limitations. Two of our properties in Las Vegas remain closed to the public due to the current levels of demand in the market and our cost containment efforts. Two of our properties in the Midwest & South segment that had re-opened in the summer were temporarily closed again by state officials, one in November and the second in December 2020. These properties subsequently re-opened in January 2021. We cannot predict whether we will be required to temporarily close some or all of our re-opened casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners. In responding to these circumstances, the safety and well-being of our team members and customers is our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers.   The closures of our properties had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols are expected to continue to have a material impact on our business. The severity and duration of such business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information that may emerge concerning the severity of the COVID-19 pandemic, its impact on the economy and consumer behavior and demand, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.   We have taken significant measures in response to the impact of the COVID-19 pandemic on our business, including (i) reducing the offering of certain amenities (because such amenities must remain closed) and otherwise limiting the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and substantially limiting restaurant seating, as well as substantially limiting the number of customers permitted to be in a property at any time; (ii) adjusting property and corporate staffing levels in response to operational refinements and business volumes present as we re-opened our properties; and (iii) suspending our quarterly cash dividend and share repurchase programs.    On May 8, 2020, we amended the Boyd Credit Agreement to, among other things, waive the financial covenants for the period beginning on March 30, 2020 through the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the amendment. On May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due 2025 to further increase our cash position. In August 2020, the Company further amended the Boyd Credit Agreement to increase the Revolving Credit Facility capacity by $88.2 million and extend the Revolving Credit Facility and Term A Loan to September 2023.    We currently anticipate funding our operations over the next 12 months with the cash being generated by our re-opened properties, supplemented, if necessary, by the cash we currently have available and the borrowing capacity available under our Revolving Credit Facility. We assessed the recoverability of our assets as of the end of first quarter considering our then current expectations of the timing of re-openings and the expected level of operations to be achieved post re-opening. Based on this review, we recognized pre-tax, non-cash impairment charges of $171.1 million in the first quarter of 2020. Our conclusions based on our reviews as of the end of second quarter and third quarter of 2020 were that no additional impairment charges were required. Based on our annual review, an additional $3.6 million impairment charge was recorded in the fourth quarter of 2020. If our expectations regarding projected revenues and cash flows related to our assets are not achieved, we may be subject to additional impairment charges in the future, which could have a material adverse impact on our consolidated financial statements.   1 Table of Contents   We continually work to position our Company for greater success by strengthening our existing operations and growing through acquisitions, capital investments and other strategic initiatives. An example is our recent strategic initiative regarding legalized sports gambling. In July 2018, the Company entered into a partnership agreement with MGM Resorts International ("MGM Resorts"). Under this partnership, MGM Resorts and Boyd Gaming both have the opportunity to offer online and mobile gaming platforms, including sports betting, casino gaming and poker in jurisdictions where either company operates physical casino resorts and online licenses are available. We have entered into agreements under this partnership for online offerings to be launched in 2021 in Indiana and Iowa. In August 2018, we entered into a strategic partnership with FanDuel Group to pursue sports betting and online gaming opportunities across the United States. Also in August 2018, we opened sports books at our two Mississippi properties, IP Casino Resort Spa ("IP") in Biloxi, and Sam's Town Hotel & Gambling Hall in Tunica, following the receipt of final approval from the Mississippi Gaming Commission. In March 2019, Valley Forge opened a sports book at the facility and in third quarter 2019, sports books at Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Casino Resort opened, following approval from the respective state regulatory bodies. In August 2020, Par-A-Dice opened a sports book at the property. We plan to further expand our online gaming presence with the launch of a Stardust-branded iCasino in Pennsylvania in April 2021, pending regulatory approval.   We believe that the following factors have contributed to our success in the past and are central to our success in the future:     • our operations are geographically diversified within the United States;         • eight of our Las Vegas properties 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;         • we have strengthened our balance sheet and have increased free cash flow;         • we have the ability to expand certain existing properties and to act opportunistically to make strategic acquisitions; and         • we have an experienced management team.   Properties As of December 31, 2020, we own and operate 28 properties offering a total of 1,759,674 square feet of casino space, 35,023 slot machines, 804 table games and 11,087 hotel rooms. We derive the majority of our revenues from our gaming operations, which generated approximately 81%, 75% and 73% of our revenues in 2020, 2019 and 2018, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 8%, 13% and 14% for 2020, 2019 and 2018, respectively. Room revenues and other revenues each contributed less than 10% of 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 & South.   We added five properties to our Midwest & South segment during 2018. Valley Forge was acquired on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park were acquired on October 15, 2018. In December 2020, we sold Eldorado Casino, which was part of our Las Vegas Locals segment. As a result of the sale in 2016 of our equity interest in Borgata Hotel Casino & Spa ("Borgata"), we report our interest in Borgata as discontinued operations. 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, 2020, see Note 14, Segment Information, to our consolidated financial statements presented in Part II, Item 8 .   2 Table of Contents   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, 2020:         Year                                               Opened   Casino                             Average         or   Space   Slot   Table   Hotel   Hotel     Daily     Location   Acquired   (Sq. ft.)   Machines*   Games*   Rooms*   Occupancy     Rate   Las Vegas Locals                                               Gold Coast Hotel and Casino Las Vegas, NV   2004     88,915     1,675     49     712     43 %   $ 54   The Orleans Hotel and Casino Las Vegas, NV   2004     136,960     2,094     62     1,885     50 %   $ 57   Sam's Town Hotel and Gambling Hall Las Vegas, NV   1979     120,681     1,800     24     645     45 %   $ 55   Suncoast Hotel and Casino Las Vegas, NV   2004     95,898     1,632     31     427     56 %   $ 70   Eastside Cannery Casino and Hotel Las Vegas, NV   2016     63,879     881     8     306     72 %   $ 60   Aliante casino + Hotel + Spa North Las Vegas, NV   2016     125,000     1,694     30     202     80 %   $ 92   Cannery Casino Hotel North Las Vegas, NV   2016     86,000     1,485     23     200     74 %   $ 60   Jokers Wild Casino Henderson, NV   1993     23,698     385     7     N/A     N/A       N/A                                                   Downtown Las Vegas                                               California Hotel and Casino Las Vegas, NV   1975     35,848     881     26     779     37 %   $ 51   Fremont Hotel and Casino Las Vegas, NV   1985     30,244     868     28     447     42 %   $ 53   Main Street Station Casino, Brewery and Hotel Las Vegas, NV   1993     26,918     813     19     406     85 %   $ 52                                                   Midwest & South                                               Par-A-Dice Hotel and Casino East Peoria, IL   1996     26,116     525     20     202     64 %   $ 67   Belterra Casino Resort Florence, IN   2018     54,758     1,033     31     662     37 %   $ 88   Blue Chip Casino, Hotel & Spa Michigan City, IN   1999     65,000     1,655     40     486     61 %   $ 64   Diamond Jo Dubuque Dubuque, IA   2012     41,408     785     18     N/A     N/A       N/A   Diamond Jo Worth Northwood, IA   2012     36,133     881     31     N/A     N/A       N/A   Kansas Star Casino Mulvane, KS   2012     70,010     1,660     52     N/A     N/A       N/A   Amelia Belle Casino Amelia, LA   2012     27,484     844     11     N/A     N/A       N/A   Delta Downs Racetrack Casino & Hotel Vinton, LA   2001     15,000     1,620     —     370     68 %   $ 75   Evangeline Downs Racetrack and Casino Opelousas, LA   2012     39,208     1,345     —     N/A     N/A       N/A   Sam's Town Hotel and Casino Shreveport, LA   2004     29,285     978     16     514     64 %   $ 71   Treasure Chest Casino Kenner, LA   1997     23,668     1,031     29     N/A     N/A       N/A   IP Casino Resort Spa Biloxi, MS   2011     81,700     1,388     48     1,088     57 %   $ 73   Sam's Town Hotel and Gambling Hall Tunica, MS   1994     53,000     754     10     700     32 %   $ 59   Ameristar Casino Hotel Kansas City Kansas City, MO   2018     140,000     1,984     63     184     48 %   $ 80   Ameristar Casino Resort Spa St. Charles St. Charles, MO   2018     130,000     2,171     79     397     60 %   $ 91   Belterra Park Cincinnati, OH   2018     56,863     1,311     —     N/A     N/A       N/A   Valley Forge Casino Resort King of Prussia, PA   2018     36,000     850     49     475     44 %   $ 106   Total     1,759,674     35,023     804     11,087                 N/A = Not Applicable   *The amounts presented in the table above include units that are temporarily removed from service to comply with operating requirements that are in place due to the COVID-19 pandemic.   We also own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii. In addition, the financial results for our Illinois distributed gaming operator, which we acquired on June 1, 2018, are included in the Midwest & South segment. As of December 31, 2020, our distributed gaming operator currently operates approximately 1,100 gaming units in approximately 210 locations across the state of Illinois.   3 Table of Contents   As a result of the COVID-19 global pandemic, each state has enacted certain restrictions regarding services provided and capacity limitations. These restrictions have impacted each of our properties and have led to reduced numbers of gaming positions, the closure of certain non-gaming amenities, reduced seating capacity in bars and restaurants and limited operational hours. The Company is re-evaluating the configuration of the casino floors, including the number of slot machines and table games present on the floor, in response to the impacts of COVID-19 on the business environment. The number of these amenities may be reduced as a result of these evaluations.   Las Vegas Locals Properties Our Las Vegas Locals segment consists of eight 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 employment, construction activity and visitation. Due to the COVID-19 pandemic, however, there has been a downturn in the economy as visitation has declined and capacity limitations have been in place since the properties re-opened. 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 the entire 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 and a 70-lane bowling 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 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 52-lane bowling center, banquet and meeting space, and a special events arena that seats up to 9,500 patrons. Due to capacity limitations as a result of COVID-19, the showroom and spa have not yet re-opened. The special events arena has held events, however, with no audience in attendance.   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 out-of-town 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 features 427  hotel rooms, multiple restaurant options, 25,000 square feet of banquet and meeting facilities, 16 stadium-seating movie theaters, a showroom, and a 64-lane bowling center. Due to COVID-19 and capacity limitations, several restaurants and the showroom have not yet re-opened.   Eastside Cannery Casino and Hotel 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 offers 306  hotel rooms, one restaurant and four bars, 20,000 square feet of meeting and ballroom space, and a 250-seat entertainment lounge. Eastside Cannery has been  closed to the public since March 18, 2020 and has not yet re-opened due to the current levels of market demand and our cost containment efforts.   Aliante Casino + Hotel + Spa Aliante Casino + Hotel + Spa ("Aliante") is located in North Las Vegas adjacent to an 18-hole championship golf course and has convenient access to major freeways connecting it to points throughout Las Vegas. The primary target market for Aliante consists of local middle-market customers who gamble frequently. Aliante features a full-service Scottsdale-modern, desert-inspired casino and resort, which includes 202  hotel rooms, multiple restaurant options, a 16-screen movie theater complex, a 587-seat showroom, a spa, and a resort style pool with cabanas. Due to COVID-19 and capacity limitations, several restaurants, the showroom, the spa and the movie theater have not yet re-opened.    Cannery Casino Hotel Cannery Casino Hotel ("Cannery") is located in the 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 a 200 -room hotel, five restaurants and five bars, a 30,000 square foot entertainment venue and a 14-screen movie theater.   Jokers Wild Casino Located in Henderson, the Jokers Wild Casino ("Jokers Wild") is approximately 14 miles from the Las Vegas Strip and includes a sports book and dining options, as well as gaming, including slots and table games. The principal customers of this property are Henderson residents.   4 Table of Contents   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 flights from Honolulu to Las Vegas each week, helping to provide air transportation for our customers. In March 2020, as a result of COVID-19, the charter flights from Honolulu to Las Vegas were paused and are expected to resume in mid-2021. 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, 2020, patrons from Hawaii comprised approximately 43 %  of the occupied room nights at the Cal, 19 %  of the occupied room nights at Fremont, and 47%  of the occupied room nights at Main Street Station.   California Hotel and Casino The Cal's amenities include 779  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, two restaurants, 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 two 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. Main Street Station has been  closed to the public since March 18, 2020 and has not yet re-opened due to the current levels of market demand and our cost containment efforts.   Midwest & South Properties Our Midwest & South properties consist of four land-based casinos, six dockside riverboat casinos, three racinos and four barge-based casinos that operate in nine 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 & 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 and a gift shop. A FanDuel branded sportsbook opened at Par-A-Dice in August 2020.  Par-A-Dice is strategically located near Interstate 74, a major east-west interstate highway, and it is the only casino gaming facility located within an approximately 90-mile radius of Peoria, Illinois. After Par-A-Dice's initial re-opening on July 1, 2020, the property was temporarily closed on November 20, 2020 and subsequently re-opened on January 16, 2021.   Belterra Casino Resort Belterra Casino Resort ("Belterra Resort") is a dockside riverboat casino located in Florence, Indiana, approximately 50 minutes from downtown Cincinnati, Ohio, 70 minutes from Louisville, Kentucky, and 90 minutes from Lexington, Kentucky. Belterra Resort is also approximately two and one-half hours from Indianapolis, Indiana. The real estate utilized by Belterra Resort is subject to a Master Lease with Gaming and Leisure Properties, Inc. ("GLPI"). A FanDuel branded sportsbook opened at Belterra Resort in September 2019.  Ogle Haus Inn, a 54-room boutique hotel that we lease from GLPI, is operated by us and located near Belterra Resort.   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 six 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.  A FanDuel branded sportsbook opened at Blue Chip in September 2019.   Diamond Jo Dubuque Diamond Jo Dubuque is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River in downtown Dubuque, Iowa. Diamond Jo Dubuque is a two-story property that includes a bowling center, event center, and two banquet rooms. A FanDuel branded sportsbook opened at Diamond Jo Dubuque in September 2019. The property also features several dining outlets, as well as three full-service bars and the Mississippi Moon Bar, a live music venue.  Due to COVID-19 and capacity limitations, several dining venues and the Mississippi Moon Bar have not re-opened.    5 Table of Contents   Diamond Jo Worth Diamond Jo Worth is a land-based casino situated on a 46-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 has an event center and several dining options.  A FanDuel branded sportsbook opened at Diamond Jo Worth in September 2019. There is a 102-room Country Inn & Suites hotel attached to the casino and a 60-room Holiday Inn Express hotel adjacent to the casino, both of which are owned and operated by third parties.   Kansas Star Casino 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 a Lottery Gaming Facility Management Contract with the State of Kansas (the "Kansas Management Contract"). The land-based casino is located in Mulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has a buffet, a steakhouse and a number of other amenities including a deli, noodle bar, casual dining restaurant and casino bars. Kansas Star also has an arena that provides a venue for 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 Hampton Inn & Suites hotel adjacent to the casino that is operated by a third party. Under the terms of the agreement, Kansas Star has the option to purchase the hotel. Due to COVID-19 and capacity limitations, the buffet has not re-opened.    Amelia Belle Casino The Amelia Belle Casino ("Amelia Belle") is located in south-central Louisiana, and is a three-level riverboat with gaming located on the first two decks as well as a café on the first deck. The property's third deck includes a buffet and banquet room. Due to COVID-19 and capacity limitations, the buffet has not re-opened.    Delta Downs Racetrack Casino & Hotel Delta Downs Racetrack Casino & Hotel ("Delta Downs") is a land-based racino 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.   Evangeline Downs Racetrack and Casino Evangeline Downs Racetrack and Casino ("Evangeline Downs") is a land-based racino located in Louisiana. The racino currently includes a casino with a convention center and multiple food venues, including a buffet, cafe, and two restaurants and bars. The racino includes a one-mile dirt track, a 7/8-mile turf track and stables for 1,008 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 stand and bar. Due to COVID-19 and capacity limitations, several dining venues and the convention center have not re-opened. There is also a 117-room hotel adjacent to the racino, which is operated by a third party.   Evangeline Downs operates three Off Track Betting ("OTB") locations in He nderson, 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. Eunice has been closed to the public since March 17, 2020 and has not yet re-opened due to our cost containment efforts.   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. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened.    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 1,925 people. The entertainment complex located adjacent to the riverboat houses a 120-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. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened.    IP Casino Resort Spa IP Casino Resort Spa ("IP") is a barge-based casino overlooking the scenic back bay of Biloxi and, as a recipient of a AAA Four Diamond Award, is one of the premier resorts on the Mississippi Gulf Coast. The property features more than 1,000 hotel rooms and suites; more than 65,000 square feet of convention and meeting space; a spa and salon; a 1,383-seat theater offering regular headline entertainment; eight lounges and bars; and seven restaurants, including a steak and seafood restaurant and an upscale Asian restaurant.  During 2018, IP opened a sportsbook that is powered by FanDuel.  Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened.    6 Table of Contents   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 700 hotel rooms, a sports book, an entertainment lounge, three dining venues, two escape rooms, an arcade, a residential vehicle park, and a 1,600-seat River Palace Arena.  During 2018, Sam's Town Tunica opened a sportsbook that is powered by FanDuel.   Ameristar Casino Hotel Kansas City Ameristar Casino Hotel Kansas City ("Ameristar Kansas City") is a barge-based casino located 10 miles from downtown Kansas City, Missouri. The property competes primarily with five casinos in the Kansas City area and bordering eastern Kansas market. The property features 184 guest rooms, 6 restaurants, a 1,200 seat concert venue, and an 18-theater cinema. The real estate utilized by Ameristar Kansas City is subject to a Master Lease with GLPI.   Ameristar Casino Resort Spa St. Charles Ameristar Casino Resort Spa St. Charles ("Ameristar St. Charles") is a barge-based casino located in St. Charles at the Missouri River, strategically situated to attract guests from the St. Charles and the greater St. Louis areas, as well as tourists from outside the region. The property, which is in close proximity to the St. Charles convention facility, is located on approximately 52 acres along the western bank of the Missouri River. The property features an AAA Four Diamond full-service luxury suite hotel with 400 well-appointed rooms, an indoor-outdoor pool, seven dining venues; twelve bars, an entertainment venue, a full-service luxury day spa, two TopGolf Swing Suites and a 20,000-square-foot conference center. Due to COVID-19 and the capacity limitations, one dining venue, one bar, the pool, entertainment venue and spa have not yet re-opened. The real estate utilized by Ameristar St. Charles is subject to a Master Lease with GLPI.   Belterra Park Belterra Park is a land-based racino located in Cincinnati, Ohio, situated on approximately 160 acres of land, 40 of which are undeveloped. The property is a gaming and entertainment center offering live racing, pari-mutuel wagering, video lottery terminal gaming, six restaurants, a VIP lounge, pari-mutuel wagering, and racing facilities with live thoroughbred racing on both dirt and the only grass track in Ohio. Due to COVID-19 and capacity limitations, one restaurant has not yet re-opened. The real estate utilized by Belterra Park is subject to a Master Lease with GLPI.   Valley Forge Casino Resort Valley Forge Casino Resort ("Valley Forge") is a land-based casino hotel located in King of Prussia, Pennsylvania. The property features approximately 36,000 square feet of gaming floor, 100,000 square feet of meeting, conference and banquet facilities and two luxury hotel towers. The Valley Tower has 325 recently remodeled rooms while the Casino Tower offers over 150 completely renovated rooms in the heart of the action. A FanDuel branded sportsbook opened at Valley Forge in March 2019. The property also presents six dining options, live entertainment and an exciting nightlife scene. Due to COVID-19 and capacity limitations, two dining options have not yet re-opened. After Valley Forge's initial re-opening on June 26, 2020, the property was temporarily closed on December 12, 2020 and subsequently re-opened on January 4, 2021.   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 Native American casinos, and other forms of gaming, such as lotteries and internet gaming. 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.   Strategic Initiatives BoydPay Digital Wallet In February 2021, the Company and Aristocrat Technologies announced the launch of "BoydPay," our new digital wallet product. Through BoydPay, our customers will have the ability to create a cashless digital wallet that can be conveniently linked to third-party funding sources driven by Sightline Payments. BoydPay is currently in use at Blue Chip and Belterra Park and is in the trial phase at Aliante.   During its initial phase, the BoydPay digital wallet is linked to a player's B Connected card and used to play or cash out on slot titles, also in partnership with Aristocrat. Pending regulatory approvals, we anticipate deploying this product at all of our casino properties nationwide by this summer.   During future phases, and pending regulatory approval, we will utilize Aristocrat technology to link the BoydPay wallet to our B Connected Mobile app, creating a contactless experience that will allow customers to use their smartphones to play and cash out on casino games and pay for amenities throughout the property.   Launch of Stardust Social Casino During July 2020, the Company relaunched its iconic Stardust brand with the debut of the all-new Stardust Social Casino app.  Inspired by one of the most famous casinos in Las Vegas history, the Stardust Social Casino mobile app features a regularly updated selection of popular slot titles from Boyd Gaming casino floors across the country.  The game is free to play and is available for download on iOS and Android mobile platforms.  In addition to offering a wide selection of popular games, Stardust Social Casino also offers rewards and benefits at Boyd Gaming properties across the country.  Virtual credit purchases in the app earn points and Tier Credits within Boyd Gaming's B Connected player loyalty program, redeemable at Boyd Gaming properties across the country.   Strategic Partnership with FanDuel Group In August 2018, we entered into a strategic partnership with FanDuel Group ("FanDuel"), the largest online sports destination in the United States, to pursue sports betting and online gaming opportunities across the country and acquired a five percent equity ownership interest in FanDuel. This partnership brings together two of the largest and most geographically diversified companies in the gaming entertainment industry, given our Company’s scale and experience is being combined with FanDuel’s eight million customers and its presence across 45 states.   7 Table of Contents   Subject to state law and regulatory approvals, we will establish a presence in the online gaming and sports wagering industry by leveraging FanDuel's technology and related services to operate Boyd Gaming-branded mobile and online sports-betting and gaming services. In turn, FanDuel will establish and operate mobile and online sports-betting and gaming services under the FanDuel brand in the states where we are licensed. During 2018, IP and Tunica opened sports books that are powered by FanDuel. During 2019, FanDuel sports books opened at our Valley Forge, Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Resort properties. In 2020, a FanDuel sportsbook opened at our Par-A-Dice property. FanDuel currently offers online sportsbook in Indiana, Illinois, Iowa and Pennsylvania. We plan to launch a Stardust-branded iCasino in Pennsylvania in April 2021, pending regulatory approval.   Our relationship with FanDuel covers all states where we hold gaming licenses currently and in the future, excluding Nevada. It also covers states included under our market-access agreement with MGM Resorts. The two companies also engage in extensive co-branding and cross-promotional efforts. FanDuel markets our properties through its existing daily fantasy sports service and future interactive sports betting and gaming services, while we promote FanDuel's products to our customer base. FanDuel also provides our customers access to its existing product line.   Market-Access Agreement with MGM Resorts In July 2018, we and MGM Resorts announced a market-access agreement to significantly increase each company's market access and customer base throughout the United States. Under this arrangement, our Company and MGM Resorts both have the opportunity to offer online and mobile gaming platforms - including sports betting, casino gaming and poker - in jurisdictions where either company operates physical casino resorts and online licenses are available. Under this market access agreement, each company has a path to expand their online and mobile gaming presence across 15 states, allowing each company to leverage their scale to create a nationwide approach to online and mobile sports betting, real money casino gaming and poker. As states continue to legalize interactive gaming, both companies will be poised to offer products in mobile and online sports betting, real money casino gaming and poker products where legally applicable.   Acquisition of Lattner Entertainment Group To further diversify and expand our business, we acquired Lattner Entertainment Group Illinois, LLC ("Lattner"), in June 2018. The acquisition of Lattner provides us with an additional avenue to access gaming customers and a platform to participate in the expansion of distributed gaming.   Future Development Opportunities Development Agreement with Wilton Rancheria We have a development agreement and a management agreement with Wilton Rancheria, a federally-recognized Native American tribe located southeast of Sacramento, California, to develop and manage a gaming entertainment complex. In January 2017, Wilton Rancheria 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. The land parcel taken into trust is located approximately 15 miles southeast of Sacramento on Highway 99, one of the two major north-south freeways in the Sacramento area. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission ("NIGC") approved the Company's management contract with Wilton Rancheria. With the compact now in place and the design and project budget finalized, Wilton Rancheria has secured third-party financing to fund construction. Construction of the project is expected to begin in first quarter 2021, and it is expected to open in the second half of 2022.    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 program has five player tiers - Ruby, Sapphire, Emerald, Onyx and Titanium. 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.   Benefits for our loyal customers include annual cruises, vacations, and gifts of luxury jewelry and electronics. The B Connected program is currently available at all properties except for Eastside Cannery and Jokers Wild. Eastside Cannery is expected to fully implement the program after it re-opens.    Other Promotional Activities We provide 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. The states in which we operate 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 with the recent expansion of sports wagering in various state jurisdictions, the federal government may elect to enact legislation taxing and regulating sports wagering, or alternatively may elect to prohibit such wagering. 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.     8     Employees and Labor Relations As of December 31, 2020, we have 14,284 Team Members, including 13,583 Team Members at our properties and 701 Team Members in our corporate function.  We operate in ten (10) states, and we have collective bargaining agreements with three unions covering 815 employees.   Our Team Members are the most important contributors to our business. For our business to operate successfully, to execute on our long-term strategy, and to continue to grow, we depend upon having Team Members with the necessary talent and skills to support our property operations and corporate function.    Our access to talent is impacted by local factors in each of our communities, including employment levels, and demand for and availability of specialized skills.  In the near term, we expect to be able to maintain our workforce and add Team Members with the specialized skills and experience necessary to sustain and grow our business.   We strive to attract individuals who are people-focused and share the values of our culture, Boyd Style.  Our Culture includes valuing relationships, exceeding expectations, working smart, and a commitment to integrity in everything we do.  These values are expected and reinforced at all levels of our organization.  We believe this fosters dignity and respect between our Team Members and creates a positive working environment, reinforces the customer experience, and promotes long-term shareholder value.   We have programs dedicated to selecting new talent and enhancing the skills of our Team Members, including recruiting relationships with numerous industry associations, government agencies and colleges. We provide competitive wages and benefits to attract and retain the talent necessary for the successful operation of our business.  Our benefits include healthcare and retirement benefits, holiday and paid time off, and tuition assistance.     We believe our business is differentiated from our competitors due to our commitment to customer service and delivering a customer experience that fosters long-term loyalty.  As such, our business depends upon the capability and friendliness of each of our Team Members in order to provide outstanding customer service to each of our guests. Every Team Member at Boyd Gaming is required to complete the Company’s guest service training program. The program is strongly linked to our culture and values and gives Team Members the tools and training to create outstanding customer service experiences for our guests. Additionally, all Boyd Gaming leaders are required to attend leadership training.  The program provides our leaders with the tools and training to effectively communicate and coach their team to success.   Currently, 51% of our workforce are women and 49% are minority Team Members.  As a Company, we work hard to promote and increase the diversity of our workforce. Our goal is to attract and retain individuals that reflect the diversity of the communities where we do business, to develop policies and practices that help our Team Members realize their potential, and to create goodwill with our Team Members and customers.   The Company has adopted a Code of Business Conduct that promotes ethical behavior and encourages Team Members to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action. Furthermore, we also maintain a confidential Team Member hotline operated by an independent firm for anonymously reporting suspected wrongdoing.   Boyd Gaming provides all Team Members a work environment free of discrimination and harassment. All supervisors and management staff are required to attend annual harassment awareness training and are responsible for ensuring that all Team Members comply with this policy and that appropriate action is taken if harassment occurs in the workplace.   We seek feedback from our Team Members through an annual Team Member Opinion Survey to measure the performance of our culture and to improve our work environment for Team Members. The annual survey regularly achieves over 90% participation. In our most recent survey, more than 80% of Team Members reported high levels of job satisfaction. Additionally, we have a formal, annual goal setting and performance review processes to drive engagement, performance and retention. Our commitments to Team Member engagement are evidenced by our high average tenure of 10 years and our low overall voluntary turnover rate of less than 20%.   9 Table of Contents   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 . Information on our website is not incorporated by reference herein.   Available Information We file annual, quarterly, current and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains an Internet site, at http://www.sec.gov, containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of our SEC filings are available on the SEC’s website. You also may read and copy reports and other information filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. A copy of this Annual Report on Form 10-K will be provided to a stockholder, with exhibits, without charge upon written request to Boyd Gaming Corporation, 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169, (702) 792-7200, Attn: David Strow, Vice President, Corporate Communications.   We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports, available free of charge on our corporate website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of the Audit Committee, Compensation 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, 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," as well as variations of such words and similar expressions referring to the future. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, statements regarding:     • the factors that contribute to our ongoing success and our ability to be successful in the future;   • our business model, areas of focus and strategy for driving business results;   • competition, including expansion of gaming into additional markets including internet gaming, the impact of competition on our operations, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;   • the general effect, and expectation, of the national and global economy on our business, as well as the economies where each of our properties are located;   • indebtedness, including Boyd Gaming’s ability to refinance or pay amounts outstanding under its credit agreement and Boyd Gaming’s unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;   • our expectation regarding the trends that will affect the gaming industry over the next few years and the impact of these trends on growth of the gaming industry, future development opportunities and merger and acquisition activity in general;   • our intention to pursue expansion opportunities, including acquisitions, that are a good fit for our business, deliver a solid return for stockholders, and are available at the right price;   • that our credit agreement and our cash flows from operating activities will be sufficient to meet our respective projected operating and maintenance capital expenditures for the next twelve months;   • Adjusted EBITDAR and its usefulness as a measure of operating performance or valuation;   • our ability to utilize our net operating loss carryforwards and certain other tax attributes;   • our belief that all pending litigation claims, if adversely decided, will not have a material adverse effect on our business, financial position or results of operations;   • that margin improvements will remain a driver of profit growth for us going-forward;   • regulations, including anticipated taxes, tax credits or tax refunds expected, and the ability to receive and maintain necessary approvals for our projects;   • our expectations regarding the expansion of sports betting and online wagering;   • our asset impairment analyses and our intangible asset and goodwill impairment tests;   • the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotel and casinos;   • that estimates and assumptions made in the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles may differ from actual results; and   • our estimates as to the effect of any changes in our Consolidated EBITDA on our ability to remain in compliance with certain covenants in the credit agreement.   All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this Form 10-K (including any document incorporated by reference) are made only as of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them. Forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, which could cause actual results to differ materially from those suggested by the forward-looking statements. If any of those risks and uncertainties were to materialize, actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results to differ materially from those discussed in forward-looking statements are those discussed under the heading "Risk Factors" and in this Annual Report on Form 10-K and in our other current and periodic reports filed from time to time with the SEC.    All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.   10 Table of Contents   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 The novel coronavirus (“COVID-19”) pandemic and the public response to it has had and will likely continue to have an adverse effect on our business, operations, financial condition and results. As a result of the COVID-19 global pandemic and related measures to prevent its spread, all of our gaming facilities were closed in mid-March 2020 in response to orders from public officials and government regulations. As of December 31, 2020, 24 of our 28 casino properties are re-opened and operating, while two properties in Las Vegas remain closed as a result of business demand and cost containment measures and two properties in the Midwest & South were temporarily closed due to public official orders and subsequently re-opened in January 2021. We cannot predict when we will re-open our remaining properties, or whether some or all of our properties may be required to temporarily close in the future. Our business, operations, financial condition and results have been, and could again be, negatively affected as a result of the COVID-19 pandemic.   Our properties are subject to various health and safety measures instituted in response to the COVID-19 pandemic, including substantial limitations on occupancy. We cannot predict how long current health and safety protocols will be necessary. Decisions by public officials in this regard will depend on many factors beyond our control and that remain uncertain in light of on-going developments related to the pandemic, including development of preventative or treatment protocols.   We have been required to reduce the offering of certain amenities (because such amenities must remain closed) and otherwise limit the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and limiting restaurant seating, as well as substantially limiting the number of customers we are permitted to admit at any time. Such measures necessarily impact business volume and may impact customer behavior and business demand, and the duration of such potential impact is unknown at this time. Our business, operations, financial condition and results may be materially, negatively affected to the extent demand for our casinos and customer preference and behavior is altered as a result of the COVID-19 pandemic and public response. We cannot predict the extent to which the global pandemic and public response may negatively affect business operating results in the future.   In addition, to the extent that the impact of the COVID-19 pandemic and public response on the economy negatively affects discretionary spending patterns, we may be negatively affected.  The COVID-19 pandemic has had and is expected to continue to have lingering impacts with respect to unemployment and discretionary spending. For example, as a result of the COVID-19 pandemic, we have laid-off a substantial number of our employees, as have many other businesses in the gaming and hospitality industries.  Similar actions throughout the U.S. economy have significantly increased economic and demand uncertainty and may potentially cause regional, national or global recessions. Significant increases in unemployment (and the lingering impacts of temporary unemployment after certain furloughed workers return to work) may have a negative impact on demand for gaming facilities, and these impacts could exist for an extensive period of time. Demand for gaming facilities may further be negatively impacted by the adverse changes in the perceived or actual economic climate and declines in income levels and loss of personal wealth.   The foregoing may also negatively affect our workforce, suppliers, contractors and other partners. We cannot predict the extent to which the above factors will cause our costs to increase, supply chain disruptions, labor shortages, logistics constraints or business failures or inability to provide services or products for our partners.   The current and future impact of the COVID-19 pandemic and public response is expected to continue to impact our results, operations, outlooks, plans, goals, growth, reputation, cash flows and liquidity.   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 any future housing, employment and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bank failures, an ongoing pandemic, 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.   11 Table of Contents   In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S. economy, and we are now experiencing the impacts of COVID-19, which are significantly impacting customer visitations and business revenue. Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior as a result of the COVID-19 pandemic may be similarly altered for an extended period of time. We cannot say when, if ever, or to what extent, customer behavior in our various markets will fully-revert to prior trends. As such, our business may be adversely affected. Since our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, an ongoing economic downturn, including the impact of COVID-19, may be expected to 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. Additionally, competition may intensify if our competitors commit additional resources to aggressive pricing and promotional activities in order to attract customers.   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.    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, land located in Park City, Kansas (in the Wichita metro area) was recently taken into trust by the U.S. Government for the benefit of the Wyandotte Nation of Oklahoma and gaming operations have commenced at that location, which may negatively impact the business operations of the Kansas Star Casino.   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, video gaming terminals at bars, restaurants, taverns and truck stops, 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.   12 Table of Contents   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.   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. Impairment charges of $3.6 million were recorded as a result of our annual 2020 impairment test and $171.1 million were recorded as a result of our first quarter impairment review. No impairment charges were recorded as a result of the 2019 and 2018 tests.   If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements.   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 data are governed by privacy laws and regulations enacted by the various states, the federal government of the United States, and various foreign jurisdictions. Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions. Various federal, state, and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, California has enacted a new privacy law, known as the California Consumer Privacy Act of 2018 (the “CCPA”), which provides to California consumers certain new access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliance with the CCPA may require us to incur significant costs and expenses.   Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third-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.   13 Table of Contents   Risks Related to the Regulation of our Industry We are subject to extensive governmental regulation, as well as federal, state and local laws affecting business in general, which may harm our business. Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances, which are administered by the Illinois Gaming Board, Indiana Gaming Commission, Iowa Racing and Gaming Commission, Kansas Lottery Commission, Kansas Racing and Gaming Commission, Louisiana State Gaming Control Board, Louisiana State Racing Commission, Mississippi Gaming Commission, Missouri Gaming Commission, Nevada Gaming Commission and Gaming Control Board, Ohio Lottery Commission and Ohio State Racing Commission, Pennsylvania Gaming Control Board and various other federal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry and horse racetracks and casinos, including regulation with respect to gambling, live racing, and approval standards applicable to our directors, officers, key employees, joint venture partners and certain shareholders, in addition to regulations applicable to businesses generally, including regulation with respect to alcoholic beverages, smoking, currency transactions, taxation, zoning and building codes, anti-money laundering laws and regulations and marketing and advertising. A more detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company.   To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our properties. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have a material adverse effect on us.   We are subject to extensive taxation policies, which may harm our business. The federal government has, from time to time, considered a federal tax on casino revenues and may consider such a tax in the future. If such an increase were to be enacted, it could adversely affect our business, financial conditions, results of operations and cash flow. Our ability to incur additional indebtedness in the future to finance casino development projects could be materially and adversely affected.   In addition, gaming companies are often subject to significant state and local taxes and fees, in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time and which increase may be retroactive to prior years.   If there is any material increase in state and local taxes and fees, our business, financial condition and results of operations could be adversely affected.   Risks Related to our Properties We own real property and are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities, and could affect our ability to develop, sell or rent our property or to borrow money where such property is required to be used as collateral. We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products or hazardous substances or wastes, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, under environmental laws, ordinances or regulations, a current or previous owner or operator of property may be liable for the costs of investigation and removal or remediation of some kinds of hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.   The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using the property as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.   14 Table of Contents   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.    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.    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. Most recently, Delta Downs was closed in for 21 days in 2020 due to Hurricane Laura.    Belterra Park, Blue Chip, Par-A-Dice, Sam's Town Tunica, Sam's Town Shreveport and Treasure Chest are each located in an area that has been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area. Furthermore, our properties in Illinois, Indiana, Iowa, Kansas, Missouri, Ohio and Pennsylvania are at risk of experiencing snowstorms, tornadoes and flooding.   In the past, snowstorms and other adverse weather conditions have interrupted our operations, damaged our properties and reduced the number of customers who visit our facilities in an affected area. 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.   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.   15 Table of Contents   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. Recently, the portion of our business dependent upon our Hawaiian customers has been substantially disrupted as a result of COVID-19, including as a result of travel restrictions and quarantine requirements in Hawaii.   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. 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. In addition, our Las Vegas business has been materially impacted as a result of the COVID-19 pandemic and a reduction in visitation from customers in these geographic areas. 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, outbreaks of infectious disease and pandemics, adverse weather conditions and natural disasters, among other things, have had negative impacts on travel and leisure expenditures. In addition, other factors affecting travel and discretionary consumer spending, including general economic conditions, disposable consumer income, fears of further economic decline and reduced consumer confidence in the economy, may negatively impact our business. We cannot predict the extent to which similar events and conditions may continue to affect us in the future. An extended period of reduced discretionary spending and/or disruptions or declines in tourism could significantly harm our operations.   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, Amelia Belle and Belterra Resort gaming operations on riverboats. Each of our riverboats must comply with the United States Coast Guard ("USCG") requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The USCG requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel's Certificate of Inspection would preclude its use as a casino.   USCG regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The USCG may require that such hull inspections be conducted at a dry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the USCG has allowed in-place underwater inspections of our riverboats twice every five years on alternate two- and three-year schedules. The USCG may not continue to allow these types of inspections in the future. The loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations.   Indiana and Louisiana have adopted alternate inspection standards for riverboats in those states. The standards require inspection by ABS Consulting ("ABSC"). ABSC inspection for our riverboats at Blue Chip, Treasure Chest and Sam's Town Shreveport commenced during 2010. The Amelia Belle is also inspected by the ABSC. The Par-A-Dice riverboat will remain inspected by the USCG for the foreseeable future. ABSC imposes essentially the same design, personnel, safety, and hull inspection standards as the USCG. Therefore, the risks to our business associated with USCG inspection should not change by reason of inspection by ABSC. Failure of a vessel to meet the applicable USCG or ABSC standards would preclude its use as a casino.   USCG regulations also require us to prepare and follow certain security programs. In 2004, we implemented the American Gaming Association's Alternative Security Program at our riverboat casinos and dockside facilities. The American Gaming Association's Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Only portions of those regulations will apply to our riverboats inspected by ABSC. Changes to these regulations could adversely affect our business, financial condition and results of operations.   16 Table of Contents   Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected hotel and/or casino. We lease certain parcels of land on which Eastside Cannery, Suncoast, Belterra Resort, Belterra Park, Treasure Chest, Sam's Town Shreveport, IP, Ameristar Kansas City and Ameristar St. Charles' hotels and gaming facilities are located. In addition, we lease other parcels of land on which portions of the California and the Fremont are located. As a ground lessee, we have the right to use the leased land; however, we do not retain fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases. While such interruption is unlikely, such events are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse effect on our business, financial condition and results of operations as we would then be unable to operate all or portions of the affected facilities.   Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited. As of December 31, 2020, we had net operating losses ("NOLs") for federal income tax purposes. Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change" as defined in that section, the corporation's ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may become subject to significant limitations. We may experience an ownership change in the future as a result of shifts in our stock ownership, which may result from the issuance of our common stock, the exercise of stock options and other equity compensation awards, as well as ordinary sales and purchases of our common stock, among other things. If an ownership change in our stock were to be triggered in the future, our subsequent ability to use any NOLs existing at that time could be significantly limited. Additionally, on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act changed the carryback and carryforward periods for NOLs generated after December 31, 2017 and imposed annual limitations on the use of such NOLs. While the rules for NOLs generated in the year ended December 31, 2017 and prior did not change, our NOLs all predate the change, it is possible that future law changes could affect our ability to utilize NOLs prospectively.   Risks Related to our Indebtedness We have a significant amount of indebtedness. We and our subsidiaries had approximately $3.9 billion of long-term debt (including debt of non-guarantor subsidiaries and without deducting unamortized discount and origination fees) as of December 31, 2020 (of which approximately $0.9 billion was outstanding under the Credit Facility) and which includes approximately $30.7 million of current maturities of long-term debt and excludes approximately $12.6 million in aggregate outstanding letters of credit. In addition, an aggregate amount of approximately $1,021.1 million was available for borrowing under the Revolving Credit Facility as of December 31, 2020.   If we pursue, or continue to pursue, any expansion, development, investment or renovation projects requiring capital beyond our available borrowing capacity, we expect that our long-term debt will substantially increase in connection with related capital expenditures. This indebtedness could have important consequences, including: difficulty in satisfying our obligations under our current indebtedness; increasing our vulnerability to general adverse economic and industry conditions; requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; placing us at a disadvantage compared to our competitors that have less debt; and limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.   Our debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: incur additional debt, including providing guarantees or credit support; incur liens securing indebtedness or other obligations; make certain investments; dispose of assets; make certain acquisitions; pay dividends or make distributions and make other restricted payments; enter into sale and leaseback transactions; engage in any new businesses; and enter into transactions with our stockholders and our affiliates.   In addition, our Credit Facility contains certain financial covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio of 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; and (iii) establishing a maximum permitted secured leverage ratio.   Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on our business, results of operations and financial condition.   Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt.   To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and expansion efforts will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.   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 retire 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.   17 Table of Contents   We and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks described above. We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing our senior notes do not fully prohibit us or our subsidiaries from doing so. Borrowings under the Credit Facility are effectively senior to our senior notes and the guarantees of our subsidiary guarantors to the extent of the value of the collateral securing such borrowings. If new debt is added to our, or our subsidiaries', current debt levels, the related risks that we or they now face could intensify.   We are required to pay a substantial amount of rent pursuant to our Master Lease agreements with GLPI, which impacts free cash flow and could in the future limit our ability to invest in our operations or seek additional development or strategic opportunities. We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, Belterra Casino Resort and Belterra Park (each an "OpCo," and collectively the "OpCos") from Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to two triple net REIT Master Leases (the "Master Leases"). Current annual rent under the Master Leases is $101.9 million, with rental increases over time. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties, including minimum annual capital investment requirements, and provides that we have assumed the risk of loss with respect to any casualty or condemnation event, including the obligation to repair or rebuild the facility.   These obligations, which could significantly impact free cash flow, could in the future adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Leases may:     • limit our ability to prepay or repay our long-term debt and to obtain additional indebtedness;   • limit our ability to fund working capital, capital expenditures and other general corporate purposes; and   • limit our ability to respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we would otherwise pursue.   Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.   The Master Leases include additional provisions that restrict our ability to freely operate and could have an adverse effect on our business and financial condition, including the following:     • Escalations in Rent - We are obligated to pay base rent under the Master Leases, and base rent is composed of building base rent and land base rent. Every year of a Master Lease's term, building base rent is subject to an annual escalation of up to 2% and we may be required to pay the escalated building base rent regardless of our revenues, profit or general financial condition.   • Variable Rent - We are obligated to pay percentage rent under the Master Leases, which is re-calculated every two years. Such percentage rent shall equal 4% of the change between (i) the average net revenues for the trailing two-year period and (ii) 50% of the trailing 12 months net revenues as of the month ending immediately prior to the execution of the Master Leases. We may be required to pay an increase in percentage rent based on increases in net revenues without a corresponding increase in our profits.   • Pooled Lease - One of our Master Leases is a pooled lease arrangement, which prohibits us from divesting any individual OpCo without GLPI’s prior consent. Any divestiture of all of the OpCos also requires GLPI’s prior consent, except for limited circumstances where the purchaser meets various financial and gaming operations experience requirements. These limitations on transfer could adversely impact our ability to manage our business.   • Guaranties - One of our Master Lease Agreements is guaranteed by certain subsidiaries of the tenant (the "Lease Guarantors"). A default under any of such Master Lease guaranties that is not cured within the applicable grace period will constitute an event of default under the Master Lease.   • Effect of End of Term or Not Renewing the Master Leases - If we do not renew the Master Leases at the stipulated renewals or we do not enter into new master leases at the end of the applicable terms, we will be required to sell the business of the relevant tenant. If we cannot agree upon acceptable terms of sale with a qualified successor tenant, GLPI will select a successor tenant to purchase our business through a competitive auction. If this occurs, we will be required to transfer our business to the highest bidder at the auction, subject to regulatory approvals.   Risks Related to our Equity Ownership Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs. William S. Boyd, our Co-Executive Chair of the Board of Directors, together with his immediate family, beneficially owned approximately 26% of the Company's outstanding shares of common stock as of December 31, 2020. 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   18 Table of Contents   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, 2020, some of our properties utilized leased property in their operations.   The real estate utilized by four of our properties are subject to Master Lease agreements with Gaming and Leisure Properties, Inc. The properties under the Master Lease agreements are:     • Ameristar Kansas City, including approximately 250 acres of leased land and building.         • Ameristar St. Charles, including approximately 240 acres of leased land and building.         • Belterra Resort, including approximately 315 acres of leased land and building.         • Belterra Park, including approximately 160 acres of leased land and building.   In addition, all or a portion of the sites for the following properties are leased:     • Suncoast, located on 49 acres of leased land.         • Eastside Cannery, located on 30 acres of leased land.         • California, located on 13.9 acres of owned land and 1.6 acres of leased land.         • Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.         • IP, located on 24 acres of owned land and 3.9 acres of leased land.         • Treasure Chest, located on 14 acres of leased land.         • Sam's Town Shreveport, located on 18 acres of leased land.         • Diamond Jo Dubuque, located on 7 acres of owned land and leases approximately 2.0 acres of parking surfaces.         • Diamond Jo Worth, which owns 279 acres and leases 33 acres of land in Emmons, Minnesota that is used as a nine-hole golf course and a nine-station sporting clay course and hunting facility.         • Evangeline Downs, which leases the facilities that comprise the Henderson, Eunice and St. Martinville OTBs.   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   19 Table of Contents     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 ("NYSE") under the symbol "BYD." On February 22 , 2021, the closing sales price of our common stock on the NYSE was $56.88 per share. On that date, we had approximately 585 holders of record of our common stock and our directors and executive officers owned approximately 26% of the outstanding shares. There are no other classes of common equity outstanding.   Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes.   Share Repurchase Program On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million (the "2018 Plan"). There were  0.7 million shares repurchased during the year ended December 31, 2020. As of December 31, 2020, $61.4 million of repurchase authorization remained available under the 2018 Plan.   On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID-19 pandemic and no share repurchases were made during the three months ended December 31, 2020.   We are not obligated to repurchase any shares under the program. Subject to applicable corporate securities laws, repurchases under this program may be made at such times and in such amounts as we deem appropriate. Repurchases are funded with existing cash resources and availability under the Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations contained in our Credit Facility and the indentures for our outstanding notes.   We may acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.   Our Definitive Proxy Statement to be filed in connection with our 2021 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.   20     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 the Dow Jones U.S. Gambling Index ("Dow Jones GI"). The performance graph assumes that $100 was invested on December 31, 2015 in each of the Company's common stock, the S&P 400 and Dow Jones GI, and that all dividends were reinvested. 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   Dow Jones GI   December 2016   $ 101.51   $ 120.74   $ 128.19   December 2017     177.34     140.35     179.66   December 2018     105.98     124.80     124.65   December 2019     154.21     157.49     183.94   December 2020     221.07     179.00     164.92     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.   21 Table of Contents   ITEM 6.    Selected Financial Data The selected consolidated financial data presented below has been derived from our audited consolidated financial statements. This information should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited Consolidated Financial Statements and accompanying notes thereto.   The Company adopted ASC 842, Leases , effective January 1, 2019, on a prospective basis. (See Note 10, Leases, in the notes to the consolidated financial statements included in Part II, Item 8. for further information regarding these changes.) Total assets for the years ended December 31, 2018, 2017 and 2016 were not revised and are presented in accordance with ASC 840, Leases , and related interpretations.       Year Ended December 31,   (In thousands, except per share data)   2020 (a)     2019 (b)     2018 (c)     2017 (d)     2016 (e)   Statement of Operations Data:                                         Total revenues   $ 2,178,490     $ 3,326,119     $ 2,626,730     $ 2,400,819     $ 2,199,259                                             Operating income     14,263       472,568       355,284       343,801       260,408                                             Income (loss) from continuing operations before income taxes     (171,014 )     202,126       155,032       171,113       7,768                                             Income (loss) from continuing operations, net of tax     (134,700 )     157,636       114,701       167,998       207,701                                             Income from discontinued operations, net of tax     —       —       347       21,392       212,530                                             Net income (loss)     (134,700 )     157,636       115,048       189,390       420,231                                             Income (loss) from continuing operations per common share                                         Basic   $ (1.19 )   $ 1.39     $ 1.01     $ 1.46     $ 1.81   Diluted   $ (1.19 )   $ 1.38     $ 1.00     $ 1.45     $ 1.80                                             Dividends declared per common share   $ —     $ 0.27     $ 0.23     $ 0.15     $ —                                             Balance Sheet Data:                                         Cash and cash equivalents   $ 519,182     $ 249,977     $ 249,417     $ 203,104     $ 193,862   Total assets     6,558,948       6,650,145       5,756,339       4,685,930       4,670,751   Long-term debt, net of current maturities     3,866,743       3,738,937       3,955,119       3,051,899       3,199,119   Total stockholders' equity     1,123,943       1,265,242       1,145,741       1,097,227       930,180                                             Other Data:                                         Ratio of earnings to fixed charges (f)     -     1.7x     1.7x     1.9x     1.0x     (a)    2020 financial results were impacted by the COVID-19 pandemic as properties were closed from mid-March to end of June. Impairment charges of $174.7 million were incurred as a result of the COVID-19 impact on Company performance. In addition, 2020 includes combined pretax gains of $53.9 million arising from the sale of the Eldorado property and the realization of a gain related to the property closures.   (b)    2019 includes a full year of financial results for Lattner, Valley Forge, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park. In addition, 2019 includes $34.9 million in pretax loss on early extinguishments of debt.   22 Table of Contents   (c)     2018 includes the financial results of acquired properties from their respective acquisition date, which include Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018. As a result of the acquisitions and ongoing projects, we had project development, preopening and writedowns of $45.7 million.   (d)     2017 includes a full year of financial results for Aliante, Cannery and Eastside Cannery. Additionally, 2017 includes a noncash income tax benefit of $60.1 million related to the changes in tax legislation. Discontinued operations for 2017 of $21.4 million reflects our after-tax share of the proceeds related to the final settlement of Borgata’s property tax disputes with Atlantic City. The Company has accounted for its 50% investment in Borgata as discontinued operations for all periods presented in these consolidated financial statements.   (e)     2016 includes $38.3 million in pretax, non-cash impairment charges which includes non-cash impairment charges of $23.6 million, $12.5 million and $0.8 million for a gaming license, goodwill and trademarks, respectively, in our Midwest & South segment; and $42.4 million in pretax loss on early extinguishments and modifications of debt. Additionally, 2016 includes a noncash income tax benefit of $203.9 million resulting from the release of a previously recorded deferred tax asset valuation allowance. The financial results of Aliante are included in these financial results from its September 27, 2016 date of acquisition, and the financial results of Cannery and Eastside Cannery are included from their December 20, 2016 date of acquisition. Discontinued operations for 2016 include an after-tax gain on the sale of our equity interest in Borgata of $181.7 million.   (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 $170.7 million for 2020.   23 Table of Contents   ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.   As a result of the COVID-19 global pandemic, all of our gaming facilities were closed in mid-March 2020 in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. The properties were allowed to re-open on the dates indicated in the table below, subject to various health and safety measures, including occupancy limitations. While they are allowed to re-open, two of our properties in Las Vegas have remained closed to the public due to the current levels of the demand in the market and our cost containment efforts. No dates have been set for re-opening these properties. Eldorado, a third property in Las Vegas that had also remained closed, was sold in December 2020.    COVID-19 mitigation restrictions resulted in the temporary closures of our Par-A-Dice property in November 2020 and the Valley Forge property in December 2020. Both properties re-opened during January 2021.  We cannot predict whether we will be required to temporarily close some or all of our re-opened casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners. In responding to these circumstances, the safety and well-being of our team members and customers is our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers.   The closures of our properties had a material impact on our business, and the COVID-19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols are expected to continue to have a material impact on our business. The severity and duration of such business impacts cannot currently be estimated and the ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, its impact on the economy and consumer behavior and demand, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.   We have taken significant measures in response to the impact of the COVID-19 pandemic on our business, including (i) reducing the offering of certain amenities (because such amenities must remain closed) and otherwise limiting the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and substantially limiting restaurant seating, as well as substantially limiting the number of customers permitted to be in a property at any time; (ii) adjusting property and corporate staffing levels in response to operational refinements and business volumes present as we re-opened our properties; and (iii) suspending our quarterly cash dividend and share repurchase programs.     24       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, 2020, we operate 28 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have geographically diversified gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. We view each operating property as an operating segment. For financial reporting purposes, we aggregate our wholly owned properties into the following three reportable segments:           Closure Date   Re-open Date Las Vegas Locals           Gold Coast Hotel and Casino   Las Vegas, Nevada 3/18/2020   6/4/2020 The Orleans Hotel and Casino   Las Vegas, Nevada 3/18/2020   6/4/2020 Sam's Town Hotel and Gambling Hall   Las Vegas, Nevada 3/18/2020   6/4/2020 Suncoast Hotel and Casino   Las Vegas, Nevada 3/18/2020   6/4/2020 Eastside Cannery Casino and Hotel   Las Vegas, Nevada 3/18/2020   TBD Aliante Casino + Hotel + Spa   North Las Vegas, Nevada 3/18/2020   6/4/2020 Cannery Casino Hotel   North Las Vegas, Nevada 3/18/2020   6/4/2020 Jokers Wild Casino   Henderson, Nevada 3/18/2020   6/4/2020 Downtown Las Vegas           California Hotel and Casino   Las Vegas, Nevada 3/18/2020   6/4/2020 Fremont Hotel and Casino   Las Vegas, Nevada 3/18/2020   6/4/2020 Main Street Station Casino, Brewery and Hotel   Las Vegas, Nevada 3/18/2020   TBD Midwest & South           Par-A-Dice Hotel and Casino   East Peoria, Illinois 3/16/2020   7/1/2020* Belterra Casino Resort   Florence, Indiana 3/16/2020   6/15/2020 Blue Chip Casino, Hotel & Spa   Michigan City, Indiana 3/16/2020   6/15/2020 Diamond Jo Dubuque   Dubuque, Iowa 3/17/2020   6/1/2020 Diamond Jo Worth   Northwood, Iowa 3/17/2020   6/1/2020 Kansas Star Casino   Mulvane, Kansas 3/18/2020   5/23/2020 Amelia Belle Casino   Amelia, Louisiana 3/17/2020   5/27/2020 Delta Downs Racetrack Casino & Hotel   Vinton, Louisiana 3/17/2020   5/20/2020 Evangeline Downs Racetrack and Casino   Opelousas, Louisiana 3/17/2020   5/20/2020 Sam's Town Hotel and Casino   Shreveport, Louisiana 3/17/2020   5/27/2020 Treasure Chest Casino   Kenner, Louisiana 3/17/2020   5/20/2020 IP Casino Resort Spa   Biloxi, Mississippi 3/17/2020   5/21/2020 Sam's Town Hotel and Gambling Hall   Tunica, Mississippi 3/17/2020   5/21/2020 Ameristar Casino Hotel Kansas City   Kansas City, Missouri 3/17/2020   6/1/2020 Ameristar Casino Resort Spa St. Charles   St. Charles, Missouri 3/17/2020   6/1/2020 Belterra Park   Cincinnati, Ohio 3/14/2020   6/19/2020 Valley Forge Casino Resort   King of Prussia, Pennsylvania 3/13/2020   6/26/2020**   *Par-A-Dice was temporarily closed on November 20, 2020 and subsequently re-opened on January 16, 2021. **Valley Forge was temporarily closed on December 12, 2020 subsequently re-opened on January 4, 2021.   We also own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii.   Our Midwest & South segment includes our wholly owned subsidiaries Valley Forge Casino Resort for the period following its September 17, 2018 acquisition, and Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles, Belterra Casino Resort and Belterra Park (together, the "Pinnacle Properties") for the period following their October 15, 2018 acquisition. See Note 2, Acquisitions and Divestitures , to our consolidated financial statements presented in Part II, Item 8.   Results for Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator, and our online gaming initiatives are included in our Midwest & South segment.   In May 2016, we 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. This transaction closed on August 1, 2016. We account for our investment in Borgata by applying the equity method and report its results as discontinued operations for all periods presented in this Annual Report on Form 10-K.   Most of our gaming entertainment properties 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.   25 Table of Contents   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 with cash or by credit card.   Our industry is capital intensive and we rely heavily on the ability of our properties to generate operating cash flow in order to fund maintenance capital expenditures, fund acquisitions, provide excess cash for future development, repay debt financing and associated interest costs, repurchase our debt or equity securities, and pay income taxes and dividends.   Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, increasing cash flow, improving operations and diversifying our asset base; and (iii) successfully pursuing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders.   Our Strategy Our overriding strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business.   Strengthening our Balance Sheet We are committed to finding opportunities to strengthen our balance sheet through diversifying and increasing our cash flows. We intend to take a balanced approach to our cash flows, with a current emphasis on debt repayment followed by investing in our business and returning capital to shareholders.   Operating Efficiently We are committed to operating more efficiently. As we re-opened our properties and adjusted our operations to address the impacts of the COVID-19 pandemic, the efficiencies of our refined business model positioned us to flow a substantial portion of the revenue directly to the bottom line.   Evaluating Acquisition Opportunities Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business and deliver a solid return for shareholders, and are available at the right price. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, development of new properties, or acquisitions. Currently, the Company is primarily focused on enhancements to its existing properties.   Maintaining our Brand The ability of our employees to deliver great customer service helps distinguish our Company and our brands from our competitors. Our employees are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established a nationwide branding initiative and loyalty program. Our players use their "B Connected" cards to earn and redeem points at nearly all of our properties. The "B Connected" club, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and earn rewards toward gaming and nongaming activities.   Our Key Performance Indicators We use several key performance measures to evaluate the operations of our properties. These key performance measures include the following:     • Gaming revenue measures : slot handle , which means the dollar amount wagered in slot machines, and table game drop , which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games, are measures of volume and/or market share.  Slot win and table game hold , which mean the difference between customer wagers and customer winnings on slot machines and table games, respectively, represent the amount of wagers retained by us and recorded as gaming revenues. Slot win percentage and table game hold percentage, which are not fully controllable by us, represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.         • Food & beverage revenue measures : average guest check , which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served , which is a measure of operating margin.         • Room revenue measures : hotel occupancy rate , which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure.   26 Table of Contents   RESULTS OF OPERATIONS Overview       Year Ended December 31,   (In millions)   2020     2019     2018   Total revenues   $ 2,178.5     $ 3,326.1     $ 2,626.7   Operating income     14.3       472.6       355.3   Income (loss) from continuing operations, net of tax     (134.7 )     157.6       114.7   Income from discontinued operations, net of tax     —       —       0.3   Net income (loss)     (134.7 )     157.6       115.0     Total Revenues Total revenues decreased $1,147.6 million, or 34.5%, for 2020 as compared to 2019 due primarily to the COVID-19 property closures that began in mid-March 2020 and lasted through May and June 2020, depending on the specific property's re-open date (the "Property Closures") and the decline in visitation after re-opening reflecting the limited capacity and reduced amenities offered to comply with restrictions dictated by the jurisdictions in which we operate.   Total revenues increased $699.4 million, or 26.6%, for 2019 as compared to 2018 due primarily to the acquisitions of Lattner on June 1, 2018, Valley Forge on September 17, 2018 and Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park on October 15, 2018 (collectively, the "Acquisitions").   Operating Income  In 2020, our operating income decreased $458.3 million as compared to 2019 due to the Property Closures, along with an impairment charge of $174.7 million. Despite the significant decline in total revenues, the Company has been able to adjust operating and marketing costs in response to the post re-opening environment and increase overall operating margins by 1.7%.   In 2019, our operating income increased $117.3 million as compared to 2018 due primarily to the Acquisitions and cost control efforts surrounding our operating costs. In addition, project development, preopening and writedowns expense decreased $24.0 million from the prior year period, which included costs incurred related to the Acquisitions.   Income (Loss) from Continuing Operations, Net of Tax Loss from continuing operations, net of tax was $134.7 million in 2020, as compared to income from continuing operations, net of tax of $157.6 million in 2019, a change of $292.3 million. This decrease was primarily attributable to the $458.3 million decrease in operating income, as discussed above. The decline is offset by (i) the realization in 2020 of a $40.0 million gain related to property closures, (ii) the incurrence in 2019 of $34.9 million in loss on early extinguishments of debt, and (iii) a change in the income tax provision from $44.5 million to a benefit of $36.3 million due to the Company's net loss.   Income from continuing operations, net of tax was $157.6 million in 2019, as compared to $114.7 million in 2018, an increase of $42.9 million. This increase was primarily attributable to the $117.3 million increase in operating income, as discussed above, offset by a $33.3 million increase in interest expense, net of amounts capitalized, due to an increase in the weighted average long-term debt balance of $536.0 million reflecting the incremental debt incurred to fund the Acquisitions, a 0.2 percentage point increase in the weighted average interest rate and by $34.9 million of loss on early extinguishments and modifications of debt due to our refinancing activities.   Income from Discontinued Operations, Net of Tax Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million.   Net Income (Loss) For the year ended December 31, 2020, net loss was $134.7 million, compared with net income of $157.6 million for the corresponding period of the prior year. The $292.3 million change is due solely to the decrease in income from continuing operations, net of tax, due to the reasons discussed above.   For the year ended December 31, 2019, net income was $157.6 million, compared with net income of $115.0 million for the corresponding period of the prior year. The $42.6 million change is primarily due to the increase in income from continuing operations, net of tax, of $42.9 million, as discussed above, offset by a $0.3 million decrease in net income from discontinued operations, net of tax.   27 Table of Contents   Operating Revenues We derive the majority of our revenues from our gaming operations, which generated approximately 81%, 75% and 73% of our revenues for 2020, 2019 and 2018, respectively. Food & beverage revenues represent our next most significant revenue source, generating approximately 8% of revenues for 2020, 13% for 2019 and 14% for 2018. Room revenues and other revenues separately contributed less than 10% of revenues during each year. The shift in revenues to gaming from our non-gaming sources is primarily due to the impacts of COVID-19 on our operations, which has reduced and otherwise limited the availability of certain amenities (because such amenities must remain closed), as well as substantially limiting the number of customers permitted to be in a property at any time.       Year Ended December 31,   (In millions)   2020     2019     2018   REVENUES                         Gaming   $ 1,775.3     $ 2,483.3     $ 1,925.4   Food & beverage     178.9       447.9       367.9   Room     105.0       237.2       199.5   Other     119.3       157.7       133.9   Total revenues   $ 2,178.5     $ 3,326.1     $ 2,626.7                             COSTS AND EXPENSES                         Gaming   $ 734.3     $ 1,116.4     $ 845.5   Food & beverage     182.7       412.9       347.6   Room     53.2       110.7       90.9   Other     67.0       96.1       87.4   Total costs and expenses   $ 1,037.2     $ 1,736.1     $ 1,371.4                             MARGINS                         Gaming     58.6 %     55.0 %     56.1 % Food & beverage     -2.1 %     7.8 %     5.5 % Room     49.3 %     53.3 %     54.4 % Other     43.8 %     39.1 %     34.7 %   Gaming Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The $707.9 million, or 28.5%, decrease in gaming revenues during 2020 as compared to the prior year, was primarily due to the Property Closures and COVID-19-related restrictions after re-opening.   The $557.9 million, or 29.0%, increase in gaming revenues during 2019 as compared to the prior year, was primarily due to the Acquisitions.    Food & Beverage Food & beverage revenues decreased $269.0 million, or 60.1%, during 2020 as compared to prior year, due primarily to the Property Closures and reduced food & beverage offerings available as the properties re-opened, as well as capacity restrictions on those offerings that have re-opened. Overall food & beverage margins declined from the prior year, due primarily to a 22.1% increase in cost per cover offset by a 11.1% increase in average check.   Food & beverage revenues increased $80.0 million, or 21.7%, during 2019 as compared to prior year due primarily to the Acquisitions. Overall food & beverage margins increased to 7.8% from 5.5% in the prior year, due primarily to an increase in average check of 10.8% while cost per cover increased by only 6.1%.   Room Room revenues decreased $132.2 million, or 55.7%, in 2020 compared to 2019 due primarily to the Property Closures and reduced visitations and capacity restrictions after properties re-opened. Overall room margins declined from 53.3% in the prior year to 49.3% in the current year, due primarily to a 11.9% increase in cost per room along with a 4.7% decline in average daily rate.   Room revenues increased $37.7 million, or 18.9%, in 2019 compared to 2018 due primarily to the Acquisitions. An increase in room revenue of $5.5 million in the Las Vegas Locals segment was driven by an increase in the hotel occupancy rate of 3.1% from the prior year, offset by a decrease of 0.8% in the average daily rate from the prior year.   28 Table of Contents   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, and revenue share payments received from our on-line gaming partners. Other revenues decreased by $38.5 million, or 24.4%, during 2020 as compared to the prior year, primarily due to the Property Closures along with limited entertainment offerings after property re-openings. The reductions from these sources were partially offset by increased revenue from our on-line gaming operations.   Other revenues increased by $23.9 million, or 17.8%, during 2019 as compared to the prior year due primarily to the Acquisitions.   Revenues and Adjusted EBITDAR by Reportable Segment We determine each of our properties' profitability based upon Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent expense related to the master lease ("Adjusted EBITDAR"), which represents earnings before interest expense, income taxes, depreciation and amortization, deferred rent, master lease rent expense, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets and other operating items, net, as applicable. Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the properties comprising our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments before net amortization, preopening and other items. Results for Downtown Las Vegas include the results of our travel agency and captive insurance company in Hawaii. The results for our Illinois distributed gaming operator and our online gaming initiatives are included in our Midwest & South segment. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.   EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, provides our investors a more complete understanding of our operating results before the impact of investing and financing transactions and income taxes and facilities comparisons between us and our competitors. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.   The following table presents our total revenues and Adjusted EBITDAR by Reportable Segment:       Year Ended December 31,   (In millions)   2020     2019     2018   Total revenues                         Las Vegas Locals   $ 562.0     $ 880.9     $ 873.5   Downtown Las Vegas     94.5       257.7       248.1   Midwest & South     1,522.0       2,187.5       1,505.1   Total revenues   $ 2,178.5     $ 3,326.1     $ 2,626.7                             Adjusted EBITDAR (1)                         Las Vegas Locals   $ 198.7     $ 283.0     $ 274.3   Downtown Las Vegas     1.1       62.4       56.5   Midwest & South     480.5       635.2       432.4   Corporate expense     (70.4 )     (83.9 )     (81.9 ) Adjusted EBITDAR   $ 609.9     $ 896.7     $ 681.3     (1) Refer to Note 14, Segment Information , in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to operating income, as reported in accordance with GAAP in our accompanying consolidated statements of operations.   Las Vegas Locals Total revenues and Adjusted EBITDAR decreased $318.9 million, or 36.2%, and $84.3 million, or 29.8%, respectively, during 2020 as compared to the prior year, primarily due to the Property Closures.   Total revenues increased $7.4 million, or 0.9%, during 2019 as compared to the prior year, primarily due to revenue increases in food & beverage and room revenue. Food & beverage revenue increased $1.8 million due to an increase in average check of 7.8% over prior year. In addition, room revenue increased $5.5 million, as discussed above.   Downtown Las Vegas Total revenues and Adjusted EBITDAR decreased $163.2 million, or 63.3%, and $61.3 million, or 98.3%, respectively, during 2020 as compared to the prior year, due to the Property Closures and, given that our Downtown properties cater to the Hawaiian market. Restrictions on travel to and from Hawaii due to the COVID-19 pandemic have reduced demand from this customer segment since re-opening.   29 Table of Contents   Total revenues increased by $9.6 million, or 3.9%, in 2019 as compared to the prior year, reflecting revenue increases in all departmental categories except other revenue. Gaming revenue increased $5.8 million primarily due to a 6.8% increase in slot win. Food & beverage revenue increased $2.0 million primarily due to an increase in average check of 6.2% and a 1.1% increase in food covers. In addition, room revenue increased $1.8 million as the hotel occupancy rate increased 2.8% over prior year. We continue to tailor our marketing programs in the Downtown segment to cater to our Hawaiian market. Our Hawaiian market represented approximately 53% and 54% during both 2019 and 2018 of our occupied rooms in this segment.   Midwest & South Total revenues and Adjusted EBITDAR decreased $665.5 million, or 30.4%, and $154.7 million, or 24.4%, respectively, in 2020 as compared to 2019, primarily due to the Property Closures, which was partially offset by increases resulting from the on-line gaming operations.   Total revenues increased $682.4 million, or 45.3%, in 2019 as compared to 2018, primarily due to the Acquisitions.   Other Operating Costs and Expenses The following operating costs and expenses, as presented in our consolidated statements of operations, are further discussed below:       Year Ended December 31,   (In millions)   2020     2019     2018   Selling, general and administrative   $ 350.4     $ 459.6     $ 369.3   Master lease rent expense     101.9       97.7       20.7   Maintenance and utilities     115.1       154.7       127.0   Depreciation and amortization     281.0       276.6       230.0   Corporate expense     76.1       105.1       104.2   Project development, preopening and writedowns     (0.7 )     21.7       45.7   Impairment of assets     174.7       —       1.0   Other operating items, net     28.6       1.9       2.2     Selling, General and Administrative Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of total revenues, were 16.1%, 13.8% and 14.1% for 2020, 2019 and 2018, respectively. The increase in these costs as a percentage of revenues in 2020 versus prior years is due to the impact of the Property Closures on revenues, which exceeded the cost reductions we were able to achieve during those closures. We continue to focus on disciplined and targeted marketing spend and on our cost containment efforts.   Master Lease Rent Expense Master lease rent expense represents rent expense incurred by those properties subject to a master lease agreement with a real estate investment trust. Master lease rent expense, as a percentage of revenues, was 4.7%, 2.9% and 0.8% for 2020, 2019 and 2018, respectively. The increase in master lease rent expense in 2020 as compared to 2019 is due to the addition of Belterra Park real estate in the master lease in May 2020. The higher expense reported in 2019 versus 2018 is due to 2019 reflecting a full year of expense, versus 2018 which included a partial year after closing of the Acquisitions.   Maintenance and Utilities Maintenance and utilities expenses, as a percentage of total revenues, were 5.3%, 4.7% and 4.8% for 2020, 2019 and 2018, respectively.   Depreciation and Amortization Depreciation and amortization expense, as a percentage of total revenues, was 12.9%, 8.3% and 8.8% for 2020, 2019 and 2018, respectively. The dollar amount of depreciation and amortization expense remained consistent from period to period therefore the percentage increase is attributable to the revenue decline as a result of the Property Closures.   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 3.5%, 3.2% and 4.0%, of total revenues, for 2020, 2019 and 2018, 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, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred; and (iii) asset write-downs. The project development, preopening and writedowns expense in 2020 reflects the net gain realized on the sale of the Eldorado Casino in December 2020, less Wilton Rancheria development costs of $6.2 million and the write off of a non-operating asset for $3.9 million. The project development, preopening and writedowns expense in 2019 and 2018 is primarily due to the Acquisitions, the Wilton Rancheria development and the launch of the redesigned B Connected player loyalty program.   Impairment of Assets Impairment of assets in 2020 include non-cash impairment charges of $10.5 million for trademarks and $22.6 million for goodwill in our Las Vegas Locals segment and non-cash impairment charges of $10.0 million for trademarks, $42.2 million for gaming license rights and $89.4 million for goodwill in our Midwest & South segment.   There were no expenses related to the impairment of assets in 2019.   Impairment of assets in 2018 of $1.0 million includes non-cash impairment charges related to a nonoperating asset.   30 Table of Contents   Other Operating Items, Net Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including certain non-recurring direct costs associated with the Property Closures, severance payments to separated employees, expenses arising from natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable. During 2020, the Company realized a nonrecurring gain of $40.0 million related to the Property Closures. This gain is offset by $6.8 million of other operating items, net, related to incremental, non-recurring costs associated with the Property Closures and $5.4 million related to non-recurring costs associated with the hurricanes that impacted our Louisiana and Mississippi properties.    Other Expense (Income) Interest Expense, net       Year Ended December 31,   (In millions)   2020     2019     2018   Interest Expense, net   $ 228.6     $ 235.6     $ 200.5   Average Long-Term Debt Balance     4,236.0       3,949.1       3,413.2   Loss on Early Extinguishments and Modifications of Debt     1.8       34.9       0.1   Weighted Average Interest Rates     4.9 %     5.6 %     5.4 %                           Mix of Debt at Year End                         Fixed rate debt     77.3 %     65.8 %     56.0 % Variable rate debt     22.7 %     34.2 %     44.0 %   Interest expense, net of capitalized interest and interest income decreased $7.0 million, or 3.0%, from 2019 to 2020 primarily due to a decrease in the weighted average interest rate percentage point of 0.7, as the underlying Eurodollar rate declined. The decline in interest rate is offset by an increase in the average long-term debt balance of $286.9  million, which is driven by the following: (i) issuance in December 2019 of the $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027; and (ii) issuance in May 2020 of the $600.0 million aggregate principal amount of 8.625% senior notes due June 2025; offset by (iii) the retirement of our $750.0 million aggregate principal amount of 6.875% senior notes due May 2023; and (iv) reduction of the Term A Loan due to quarterly payments and the Amendment No. 4 refinancing.   Interest expense, net of capitalized interest and interest income, for 2019 increased $35.1 million, or 17.5%, was primarily due to an increase in the weighted average long-term debt balance of $536.0 million, reflecting the incremental debt incurred related to the Acquisitions. In addition, the weighted average interest rate increased by 0.2 percentage points over the prior year period, which was driven by an increase in the underlying Eurodollar rate.   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 millions)   2020     2019     2018   Boyd Gaming Credit Facility debt modification fees   $ 1.0     $ 3.0     $ 0.1   Amendment No. 3 and 4     0.8       —       —   6.875% Senior Notes premium and consent fees     —       25.8       —   6.875% Senior Notes deferred finance charges     —       6.1       —   Total loss on early extinguishments and modifications of debt   $ 1.8     $ 34.9     $ 0.1     Income Taxes The effective tax rate on income from continuing operations during 2020, 2019 and 2018 was 21.2%, 21.8% and 26.0%, respectively. Our effective tax rate for 2020 was favorably impacted by state audit settlements. The 2020 and 2019 effective tax rates were favorably impacted by benefits related to equity compensation and tax credits while our rate was unfavorably impacted by non-deductible expenses, including non-deductible compensation and employee benefits. Additionally, our 2019 effective tax rate was favorably impacted by the revaluation of our state tax deferred liabilities as a result of corporate restructuring. In 2018, our effective tax rate was unfavorably impacted by state taxes and certain nondeductible expenses which were partially offset by certain tax credits.   Income from Discontinued Operations, Net of Tax Income from discontinued operations, net of tax, reflects the results of our equity method investment in Borgata, which we sold in August 2016. The 2018 results include cash received for our share of miscellaneous recoveries realized by Borgata of $0.3 million.    LIQUIDITY AND CAPITAL RESOURCES Financial Position We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cash equivalents balances were $519.2 million and $250.0 million at December 31, 2020 and 2019, respectively. In addition, we held restricted cash balances of $15.8 million and $20.5 million at December 31, 2020 and 2019, respectively. Our working capital surplus at December 31, 2020 was $126.3 million and our deficit at December 31, 2019 was $157.4 million. The increases in cash and working capital at December 31, 2020, versus the prior year are primarily due to the issuance in May 2020 of the $600 million aggregate principal amount of 8.625% senior notes to enhance our cash position.      31 Table of Contents   We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See " Indebtedness ", below, for further detail regarding funds available through our bank credit facility.   The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements.    Cash Flows Summary       Year Ended December 31,   (In millions)   2020     2019     2018   Net cash provided by operating activities   $ 289.0     $ 549.0     $ 434.5                             Cash flows from investing activities                         Capital expenditures     (175.0 )     (207.7 )     (161.5 ) Cash paid for acquisitions, net of cash received     (11.2 )     (5.5 )     (934.1 ) Proceeds received from disposition of asset     15.1       —       —   Other investing activities     —       (18.3 )     (39.7 ) Net cash used in investing activities     (171.1 )     (231.5 )     (1,135.3 )                           Cash flows from financing activities                         Net borrowings (payments) under bank credit facility     (409.4 )     (465.7 )     150.3   Proceeds from issuance of senior notes     600.0       1,000.0       700.0   Retirement of senior notes     —       (750.0 )     —   Premium and consent fees     —       (25.8 )     —   Debt financing costs, net     (17.4 )     (15.5 )     (14.2 ) Shares repurchased and retired     (11.1 )     (28.0 )     (59.6 ) Dividends paid     (7.8 )     (28.9 )     (24.7 ) Share-based compensation activities, net     (5.4 )     (5.8 )     (5.3 ) Other financing activities     (2.2 )     (0.6 )     (0.3 ) Net cash provided by (used in) financing activities     146.7       (320.3 )     746.2   Net cash provided by discontinued operations     —       —       0.5   Increase (decrease) in cash, cash equivalents and restricted cash   $ 264.6     $ (2.8 )   $ 45.9     Cash Flows from Operating Activities During 2020, 2019 and 2018, we generated net operating cash flow of $289.0 million, $549.0 million and $434.5 million, respectively. Generally, operating cash flows decreased $260.0 million in 2020 compared to 2019 due to the Property Closures in March through June 2020 and timing of working capital spend. Generally, operating cash flows increased $114.5 million in 2019 compared to 2018 due to the flow through effect of higher revenues, including the impact of the Acquisitions, and 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 2020, we incurred net cash outflows for investing activities of $171.1 million. Our cash outflows for investing activities include capital expenditures of $175.0 million which primarily relate to the purchase of real estate and property and equipment, including information technology purchases for new software and $11.2 million for acquisition-related costs. Our cash inflow from other investing activities includes the proceeds received from the sale of Eldorado.   During 2019, we incurred net cash outflows for investing activities of $231.5 million. Capital expenditures primarily related to the purchase of property and equipment, including information technology purchases for new software.   During 2018, we incurred net cash outflows for investing activities of $1,135.3 million which is primarily due to the Acquisitions.   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 2020 and 2018, our net cash inflows from financing activities totaled $146.7 million and $746.2 million, respectively. In 2019, our net cash outflows for financing activities totaled $320.3 million. The net cash inflows for financing activities in 2020 reflect primarily the proceeds received for the issuance of our 8.625% Senior Notes due June 2025. The net proceeds were used for general corporate purposes, including working capital and to pay fees and expenses related to the offering. The outflows in 2020 reflect the use of excess cash to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash outflows for financing activities in 2019 reflect primarily the use of the proceeds from the issuance of our 4.750% Senior Notes due 2027 and a portion of our excess cash from operations to reduce our outstanding debt, repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders. The net cash inflows for financing activities in 2018 reflect primarily the proceeds received for the issuance of our 6.000% Senior Notes due August 2026 and the Joinder Agreement to our Credit Agreement. The net proceeds from the debt issuance were ultimately used to fund the Acquisitions. The outflows in 2018 reflect the use of excess cash to repurchase outstanding common stock under our share repurchase program and pay cash dividends to our shareholders.    32 Table of Contents   Cash Flows from Discontinued Operations Discontinued operations activities in 2018 represent Borgata, which we sold in August 2016. The net cash inflow of $0.5 million in 2018 represents cash received for our share of miscellaneous recoveries realized by Borgata.    Indebtedness The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances, are as follows:       December 31,     December 31,     Increase /   (In millions)   2020     2019     (Decrease)   Bank credit facility   $ 896.2     $ 1,305.7     $ (409.5 ) 6.375% senior notes due 2026     750.0       750.0       —   6.000% senior notes due 2026     700.0       700.0       —   4.750% senior notes due 2027     1,000.0       1,000.0       —   8.625% senior notes due 2025     600.0       —       600.0   Other     3.6       58.3       (54.7 ) Total long-term debt     3,949.8       3,814.0       135.8   Less current maturities     30.7       27.0       3.7   Long-term debt, net of current maturities   $ 3,919.1     $ 3,787.0     $ 132.1     The amount of current maturities includes certain non-extending balances scheduled to be repaid within the next twelve months under the bank credit facilities.   Bank Credit Facility Credit Agreement The outstanding principal amounts under the Credit Facility are comprised of the following:       December 31,     December 31,   (In millions)   2020     2019   Revolving Credit Facility   $ —     $ 235.0   Term A Loan     133.8       234.3   Refinancing Term B Loans     762.4       795.0   Swing Loan     —       41.4   Total outstanding principal amounts under the bank credit facility   $ 896.2     $ 1,305.7     With a total revolving credit commitment of $1,033.7 million available under the bank credit facility, the remaining contractual availability was $1,021.1 million after consideration that there were no borrowings on the Revolving Credit Facility and the Swing Loan and $12.6 million allocated to support various letters of credit.   The Company is party to a Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Boyd Credit Agreement"), governing its senior secured revolving credit facility (the "Revolving Credit Facility"), senior secured term loan A facility (the "Term A Loan") and senior secured term loan B facility (collectively with the Revolving Credit Facility and the Term A Loan, the "Credit Facilities"). The Boyd Credit Agreement includes, for the benefit of the Revolving Credit Facility and the Term A Loan, certain financial covenants, including a maximum total net leverage ratio covenant, a maximum secured net leverage ratio covenant and a minimum interest coverage ratio covenant (collectively, the "Financial Covenants")   The calculations used to determine the Company’s compliance with the Financial Covenants are dependent on its Consolidated EBITDA, as defined by the Boyd Credit Agreement. Due to the closure in first quarter 2020 of the Company’s properties due to the COVID-19 pandemic, the Company’s Consolidated EBITDA was significantly affected whereby it became reasonably possible that the Company might be unable to maintain compliance with the Financial Covenants.   On May 8, 2020 (the "Amendment Effective Date"), the Company entered into an Amendment No. 3 to the Boyd Credit Agreement (the "Credit Agreement Amendment"), by and among the Company, the subsidiaries of the Company party thereto, the administrative agent and the lenders party thereto.   33 Table of Contents   The Credit Agreement Amendment provides that during the period (the "Covenant Relief Period") beginning on March 30, 2020 and ending on the earlier of (x) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the Credit Agreement Amendment, the Financial Covenants under the Boyd Credit Agreement will not be tested. Instead, during the Covenant Relief Period, the Company will be required to maintain a minimum level of liquidity (calculated to include unrestricted cash and cash equivalents and unused commitments under the Revolving Credit Facility) of $250.0 million and, through the later of the end of the Covenant Relief Period and the date on which the company achieves a total net leverage ratio of no greater than 6.00 to 1.00, the Company will be subject to limitations on its ability to incur debt and liens, make investments and restricted payments and certain other transactions. In addition, the Credit Agreement Amendment, among other things, (i) amends the Financial Covenant levels that are applicable after the Covenant Relief Period and permits the Company to annualize Consolidated EBITDA for certain periods for purposes of the Financial Covenants, (ii) provides that, during the Covenant Relief Period, loans under the Revolving Credit Facility and the Term Loan A Facility shall bear interest at either (a) a base rate or (b) an adjusted LIBOR rate, in each case, plus an applicable margin, in the case of base rate loans, of 1.75%, and in the case of adjusted LIBOR rate loans, of 2.75%, (iii) provides for a 0.50% LIBOR floor and a 1.50% base rate floor, in each case, applicable to LIBOR rate loans and base rate loans under the Revolving Credit Facility and the Term Loan A Facility, (iv) provides that, for purposes of determining compliance with the conditions to credit extensions under the Revolving Credit Facility during the Covenant Relief Period, the definition of "Material Adverse Effect" shall not include effects, events, occurrences, facts, conditions or changes arising out of or resulting from or in connection with the COVID-19 pandemic and (v) makes certain other changes to the covenants and other provisions of the Existing Credit Agreement.   On August 6, 2020, the Company entered into an Amendment No. 4 to the Boyd Credit Agreement ("Amendment No. 4"), by and among the Company, certain direct and indirect subsidiary guarantors of the Company, the administrative agent and lenders party thereto. Amendment No. 4 modifies the existing Boyd Credit Agreement and provides for (i) certain amendments to the covenants and other provisions of the existing Boyd Credit Agreement as described in the amendment, (ii) an extension of the maturity dates of the Company’s existing Revolving Credit Facility and Term A Loan and (iii) a replacement of non-consenting lenders with the Replacement Lender and consenting lenders and a reallocation of a portion of the Term A Loan to commitments under the Revolving Credit Facility. Upon effectiveness of Amendment No. 4, (i) the Term A Loan will have quarterly amortization payments equal to 5% per annum, increasing to 10% per annum for the fiscal quarters ended June 30, 2021 and September 30, 2021 and 20% per annum for the fiscal quarters ended December 31, 2021 and thereafter and (ii) both facilities will mature on September 15, 2023, provided that if the maturity date of the Company’s existing Refinancing Term B Loans is not extended, then such facilities will mature 91 days before the maturity date of the Refinancing Term B Loans. The existing Revolving Credit Facility and Term A Loan will remain "Covenant Facilities" under the Boyd Credit Agreement and will be subject to minimum interest coverage ratio, maximum total leverage ratio and secured leverage ratio financial covenants as set forth in the Boyd Credit Agreement. Amendment No. 4 became effective on October 8, 2020.   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, 2020, payable on a quarterly basis, increasing to 10.00% per year for the fiscal quarter ended June 30, 2021 and September 30, 2021 and 20.00% per year for the fiscal quarter ended December 31, 2021 and thereafter, (ii) the loans under the Refinancing Term B Loans amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing June 30, 2017, payable on a quarterly basis, and (iii) beginning with the fiscal year ending December 31, 2016, the Company is required to use a portion of its annual Excess Cash Flow, as defined in the Credit Agreement, to prepay loans outstanding under the Credit Facility.   The Revolving Credit Facility, the Term A Loan and Refinancing Term B Loans mature on September 15, 2023 (or earlier upon occurrence or non-occurrence of certain events).    The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the total leverage ratio and ranges from 1.75% to 2.75% (if using the Eurodollar rate) and from 0.75% to 1.75% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.   The interest rate on the outstanding balance of the Refinancing Term B Loans under the Amended Credit Agreement is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with the Company’s secured leverage ratio and ranges from 2.25% to 2.50% (if using the Eurodollar rate) and from 1.25% to 1.50% (if using the base rate).   The "base rate" under the Credit Agreement remains the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one-month period plus 1.00%.   The blended interest rate for outstanding borrowings under for the Credit Facility was 2.5% at December 31, 2020 and 3.8% at December 31, 2019.   Amounts outstanding under the Refinancing Amendment may be prepaid without premium or penalty, and the commitments may be terminated without penalty, subject to certain exceptions.   Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Facility in connection with certain asset sales and issuances of certain additional secured indebtedness.   The Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio; (iii) establishing a maximum permitted secured leverage ratio; (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.   34 Table of Contents     The Company's obligations under the Credit Facility, subject to certain exceptions, are guaranteed by certain of the Company's subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors will grant the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Facility.   The Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility and the issuance and increase of senior secured term loans in an amount up to (i) $550.0 million, plus (ii) certain voluntary permanent reductions of the Revolving Credit Facility and certain voluntary prepayments of the senior secured term loans, plus (iii) certain reductions in the outstanding principal amounts under the term loans or the Revolving Credit Facility, plus (iv) any additional amount if, after giving effect thereto, the First Lien Leverage Ratio (as defined in the Credit Agreement) would not exceed  4.25 to  1.00 on a pro forma basis, less (v) any Incremental Equivalent Debt (as defined in the Credit Agreement), in each case, subject to the satisfaction of certain conditions. Per Amendment No. 3, this feature is temporarily suspended during the Covenant Relief Period.   Senior Notes We currently have four issuances of senior notes (the “Senior Notes”) that are outstanding as described below.   8.625% Senior Notes due June 2025 On May 21, 2020, we issued $600 million aggregate principal amount of 8.625% senior notes due June 2025 (the "8.625% Notes"). The 8.625% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on December 1, 2020. The 8.625% Notes will mature on June 1, 2025 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 8.625% Notes were used for general corporate purposes, including working capital and to pay fees and expenses related to the offering.   In conjunction with the issuance of the 8.625% Notes, we incurred approximately $12.0 million in debt financing costs that have been deferred and are being amortized over the term of the 8.625% Notes using the effective interest method.   At any time prior to June 1, 2022, we may redeem the 8.625% 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 June 1, 2022, we may redeem all or a portion of the 8.625% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 104.313% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.   4.750% Senior Notes due December 2027 On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 (the "4.750% Notes"). The 4.750% Notes require semi-annual interest payments on June 1 and December 1 of each year, commencing on June 1, 2020. The 4.750% Notes will mature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Notes were used to finance the redemption of all of its outstanding 6.875% senior notes due 2023 and prepay a portion of our Refinancing Term B Loans.   In conjunction with the issuance of the 4.750% Notes, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Notes using the effective interest method.   At any time prior to December 1, 2022, we may redeem the 4.750% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After December 1, 2022, we may redeem all or a portion of the 4.750% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% in 2022 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.   In connection with the private placement of the 4.750% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 4.750% Notes. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled.   6.000% Senior Notes due August 2026 On June 25, 2018, we issued $700.0 million aggregate principal amount of 6.000% senior notes due August 2026 (the "6.000% Notes"). The 6.000% Notes require semi-annual interest payments on February 15 and August 15 of each year, commencing on August 15, 2018. The 6.000% Notes will mature on August 15, 2026 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are or will be, as applicable, 100% owned by us. The net proceeds from the debt issuance were ultimately used to fund the acquisitions of Valley Forge and the Pinnacle Properties.   In conjunction with the issuance of the 6.000% Notes, we incurred approximately $11.3 million in debt financing costs that have been deferred and are being amortized over the term of the 6.000% Notes using the effective interest method.   35 Table of Contents   At any time prior to August 15, 2021, we may redeem the 6.000% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 6.000% Notes), if any, up to, but excluding, the applicable redemption date, plus a make-whole premium. On or after August 15, 2021, we may redeem all or a portion of the 6.000% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date.   6.375% Senior Notes due April 2026 On March 28, 2016, we issued $750.0 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Revolving Credit Facility and the balance was deposited in money market funds and classified as cash equivalents on the consolidated balance sheets.   In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method.   At any time prior to April 1, 2021, we may redeem the 6.375% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. After April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.   Redemption of 6.875% Senior Notes due May 2023 O n December 3, 2019, we redeemed all of our 6.875% senior notes due May 2023 (the " 6.875% Notes") at a redemption price o f 103.438%  plus accrued and unpaid interest to the redemption date. The redemption was funded through the issuance of the 4.750% Notes . The Company used borrowings under its revolving credit facility to pay the redemption premium accrued and unpaid interest, fees, expenses and commissions related to this redemption.   Senior Notes Restrictive Covenants Each of the Senior Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the respective notes to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the respective indenture), we will be required, unless certain conditions are met, to offer to repurchase the Senior Notes at a price equal to  101% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Additional Interest (as defined in the respective indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the Senior Notes.   Other Notes On October 15, 2018, Boyd completed the acquisition of the Pinnacle Properties. Concurrently with the acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV, LLC, ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("Belterra Park Purchase Agreement), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement ("Belterra Park Note").   The total Belterra Park Note payable to Gold Merger Sub is $57.7 million. The Belterra Park Note provides for interest at a per annum for any monthly period equal to (a) the sum of (i) the building base rent, as defined in the master lease agreement, payable for such period annualized, plus (ii) the land base rent, as defined in the master lease agreement, payable for such period annualized, plus (iii) the percentage rent, as defined in the master lease agreement, payable for such period annualized divided by (b) the outstanding principal balance of this Belterra Park Note, divided by (c) the number twelve.  Interest payments are due monthly with a balloon payment for the outstanding principal due at the maturity date. The maturity date is the earlier to occur of (a) the expiration of the master lease term or (b) the termination of the master lease agreement.   On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, the entity that owns the Real Estate, with the merger consummated and the transaction closed at the time of the execution of the merger agreement. That agreement provided that Gold Merger Sub would acquire Boyd PropCo via a Merger, which would be treated for income tax purposes as a taxable asset acquisition consisting of the exchange of the Real Estate by us in satisfaction of the $57.7 million Note and mortgage executed in connection with GLPI’s initial financing of our acquisition of the Real Estate in October 2018.    Prior to the Merger, PNK (Ohio), LLC ("BP OpCo"), which owns the business operations of Belterra Park, leased the Real Estate from Boyd PropCo pursuant to a master lease that is the same in all material respects as the Master Lease between Boyd TCIV, LLC and Gold Merger Sub (the "BP Master Lease" and "GLP Master Lease," respectively). Rent paid under the BP Master Lease to Boyd PropCo by BP OpCo was then paid by Boyd PropCo to Gold Merger Sub as interest on the Note. As a result of the Merger, Gold Merger Sub has become the Landlord under the BP Master Lease and now receives rent payable under the BP Master Lease (equal to, and in lieu of, the interest payments on the Note received prior to consummation of the Merger). As an additional step in connection with the Merger, we expect to add BP OpCo as a subtenant to the GLP Master Lease (in connection with the termination of the BP Master Lease), resulting in a single Master Lease with GLPI, subject to the prior receipt of all required governmental approvals. As a result of the transaction, the Company recorded an operating lease right-of-use-asset and operating lease liability of $40.9 million on the consolidated balance sheet as of the transaction date. The operating lease right-of-use asset and operating lease liability were valued by utilizing a discount rate of 11.1% and a maturity date of April 30, 2031. For the year ended December 31, 2020, the cost and operating cash flow outflow related to the lease was $3.9 million.     36 Table of Contents   Covenant Compliance As of December 31, 2020, we believe that we were in compliance with the financial and other covenants contained in our debt instruments.   Scheduled Maturities of Long-Term Debt The scheduled maturities of long-term debt, as discussed above, are as follows:   (In millions)   Total   Year Ending December 31,         2021   $ 30.7   2022     41.6   2023     827.5   2024     —   2025     600.0   Thereafter     2,450.0   Total outstanding principal of long-term debt   $ 3,949.8     Guarantor Financial Information In connection with the issuance of our 6.375% senior notes due April 2026 ("6.375% Notes"), our 6.000% senior notes due August 2026 ("6.000% Notes"), our 4.750% senior notes due December 2027 ("4.750% Notes") and our 8.625% senior notes due June 2025 ("8.625% Notes") (collectively, the "Guaranteed Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. With the exception of one subsidiary, the guarantors of the 6.375% Notes are the same as for our 6.000% Notes, 4.750% Notes and 8.625% Notes (collectively, the "Other Notes").   Summarized combined balance sheet information for the parent company and the Guarantors are as follows:     6.375% Notes     Other Notes       December 31,     December 31,   (In millions)   2020     2019     2020     2019   Current assets   $ 637.2     $ 372.0     $ 637.2     $ 371.9   Noncurrent assets     9,508.2       9,733.2       9,508.2       9,733.2   Current liabilities     494.3       518.5       494.3       518.5   Noncurrent liabilities     4,909.0       4,766.2       4,908.1       4,765.3     Summarized combined results of operations for the parent company and the Guarantors are as follows:     6.375% Notes     Other Notes       Year Ended     Year Ended   (In millions)   December 31, 2020     December 31, 2020   Revenues   $ 2,206.4     $ 2,206.4   Costs and expenses     2,167.2       2,167.2   Operating income     132.6       132.6   Loss before income taxes     (50.6 )     (50.6 ) Net loss     (15.4 )     (15.4 )   Dividends Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program. The dividends declared by the Board under this program are:   Declaration date   Record date   Payment date   Amount per share   December 7, 2017   December 28, 2017   January 15, 2018   $ 0.05   March 2, 2018   March 16, 2018   April 15, 2018     0.05   June 8, 2018   June 29, 2018   July 15, 2018     0.06   September 14, 2018   September 28, 2018   October 15, 2018     0.06   December 7, 2018   December 28, 2018   January 15, 2019     0.06   March 4, 2019   March 15, 2019   April 15, 2019     0.06   June 7, 2019   June 17, 2019   July 15, 2019     0.07   September 17, 2019   September 27, 2019   October 15, 2019     0.07   December 17, 2019   December 27, 2019   January 15, 2020     0.07     On March 25, 2020, the Company announced that the cash dividend program has been suspended to help mitigate the financial impact of the COVID-19 pandemic.   Share Repurchase Program Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our bank credit facility. Purchases under our stock repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility.   37 Table of Contents   In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the total amount of common stock available to be repurchased to $100 million. The Board reaffirmed this program in May 2017 (the "2008 Plan"). On December 12, 2018, our Board of Directors authorized a new share repurchase program of $100 million which is in addition to the existing repurchase authorization (the "2018 Plan"). We are not obligated to purchase any shares under our stock repurchase program. There were 0.7 million shares, 1.1 million shares and 1.9 million shares repurchased during the years ended December 31, 2020, 2019 and 2018, respectively. We are currently authorized to repurchase up to an additional $61.4 million in shares of our common stock under the 2018 share repurchase program. The 2008 share repurchase program has been depleted.   On March 16, 2020, the Company suspended share repurchases under the program in order to preserve liquidity due to the COVID-19 pandemic.   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.   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.   We currently estimate that our annual cash capital requirements to perform on-going refurbishment and maintenance at our properties to maintain our quality standards ranges from between $150 million and $170 million. We intend to fund such capital expenditures through our credit facility and operating cash flows.   In addition to the capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. For example, we continue to work with Wilton Rancheria to develop and manage a gaming entertainment complex to be located about 15 miles southeast of Sacramento, California. In January 2017, we funded the acquisition of land that is the intended site of the Wilton Rancheria casino for $35.1 million. We expect to be reimbursed for this cost. In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino. In October 2018, the National Indian Gaming Commission ("NIGC") approved the Company's management contract with Wilton Rancheria. With the compact now in place and the design and project budget finalized, Wilton Rancheria has secured third-party financing to fund construction. Construction of the project is expected to begin in first quarter 2021, and it is expected to open in the second half of 2022.   38 Table of Contents   CONTRACTUAL OBLIGATIONS The following summarizes our undiscounted contractual obligations as of December 31, 2020:       Year Ending December 31,   (In millions)   Total     2021     2022     2023     2024     2025     Thereafter   CONTRACTUAL OBLIGATIONS                                                         Long-Term Debt                                                         Bank credit facility   $ 896.2     $ 28.3     $ 40.5     $ 827.4     $ —     $ —     $ —   6.375% senior notes due 2026     750.0       —       —       —       —       —       750.0   6.000% senior notes due 2026     700.0       —       —       —       —       —       700.0   4.750% senior notes due 2027     1,000.0       —       —       —       —       —       1,000.0   8.625% senior notes due 2025     600.0       —       —       —       —       600.0       —   Other     3.6       2.4       1.2       —       —       —       —   Total long-term debt     3,949.8       30.7       41.7       827.4       —       600.0       2,450.0                                                             Interest on Fixed Rate Debt     1,044.9       189.3       189.3       189.2       189.0       158.9       129.2                                                             Interest on Variable Rate Debt (1)     58.0       22.0       21.0       15.0       —       —       —                                                             Operating Leases     970.9       143.5       133.2       123.3       121.1       117.7       332.1                                                             Purchase Obligations (2)     51.0       22.8       12.1       4.9       3.6       3.4       4.2                                                             TOTAL CONTRACTUAL OBLIGATIONS   $ 6,074.6     $ 408.3     $ 397.3     $ 1,159.8     $ 313.7     $ 880.0     $ 2,915.5     (1) Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2020. Estimated interest payments for variable-rate debt are based on rates at December 31, 2020. (2) Purchase obligations include various contracted amounts, including construction contracts 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.   Outstanding Letters of Credit At December 31, 2020, we had outstanding letters of credit totaling $12.6 million.   Other Arrangements We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions.   39 Table of Contents   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 $2.5 billion at December 31, 2020, or 38.5% 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 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.   40 Table of Contents   Application of Acquisition Method of Accounting We follow the guidance of ASC 805 to account for our acquisitions. We completed three acquisitions in 2018, as described in Note 2, Acquisitions and Divestitures , to our consolidated financial statements presented in Part II, Item 8, for an aggregate net purchase price of approximately $940.4 million. For purposes of these consolidated financial statements, for each of the acquisitions we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by us with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill.    The assets and liabilities of each of the acquisitions are included in our consolidated balance sheet as of  December 31, 2020 and 2019, and the results of their operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the respective dates of acquisition through December 31, 2020.   Valuation of Indefinite-Lived Intangible Assets Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and a limitation on the number of licenses available for issuance with these certain jurisdictions. Gaming license rights are tested for impairment using a discounted cash flow approach. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. These projections are modeled for a five-year period.   Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We used the following significant projections and assumptions to determine value under the relief from royalty method: total revenues; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. The projections underlying this discounted cash flow model were forecasted for fifteen years. Applying the selected pretax royalty rates to the applicable revenue base in each period yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive at net, after-tax cash flows. The net, after-tax flows were then discounted to present value utilizing an appropriate discount rate. The present value of the after-tax cash flows was then added to the present value of the amortization tax benefit (considering the 15-year amortization of intangible assets pursuant to recent tax legislation) to arrive at the recommended fair values for the trademarks and trade names.   Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment test and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in the valuation of indefinite-lived intangible assets that are deemed to have a greater likelihood of impairment. Our annual impairment tests, performed as of October 1, 2020, resulted in trademark impairment charges of $3.6 million. Due to the adverse impacts of COVID-19 on our business, we assessed the recoverability of our assets as of the end of first quarter 2020 considering our then current expectations of the timing of re-openings and the expected level of operations to be achieved post re-opening. Based on this review, we recognized pre-tax, non-cash impairment charges of $16.9 million for trademarks and $42.2 million for gaming license rights in first quarter 2020.   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, 2020. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future.   Valuation of Goodwill The authoritative guidance related to goodwill impairment requires goodwill to be tested for impairment at the reporting unit level at least annually. The guidance permits an entity to make a qualitative assessment, referred to as “Step Zero,” of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of the reporting unit's carrying value over the fair value, with a limit of the goodwill allocated to that reporting unit.   As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in valuations of goodwill for those reporting units that are deemed to have a greater likelihood of impairment. We perform the test annually as of October 1 using a weighting of two different approaches to determine fair value: (i) the income approach; and (ii) the market approach.   The income approach is based on a discounted cash flow method, which focuses on the expected cash flow of the subject company. In applying this approach, the cash flow available for distribution is calculated for a finite period of years. Cash flow available for distribution is defined, for purposes of this analysis, as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the subject company. The cash flow available for distribution and the terminal value (the value of the subject company at the end of the estimation period) are then discounted to present value to derive an indication of value of the business enterprise.   41 Table of Contents   In the valuation of an asset, the income approach focuses on the income-producing capability of the subject asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the asset over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the asset is totaled to arrive at an indication of the fair value of the asset.   The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of an asset, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data are collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject asset.   The two methodologies were weighted 75.0% toward the income approach and 25.0% toward the market approach, to arrive at an overall fair value. At October 1, 2020, the fair value of our reporting units exceeded their carrying value. At December 31, 2020, 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, 2020. Due to the adverse impacts of COVID-19 on our business, we assessed the recoverability of our assets as of the end of first quarter 2020 considering our then current expectations of the timing of re-openings and the expected level of operations to be achieved post re-opening. Based on this review, we recognized pre-tax, non-cash impairment charges of $112.0 million for goodwill in first quarter 2020.   Although we satisfied the impairment analysis requirements for each reporting unit tested, changes to certain underlying assumptions and variables, many of which are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fair valuation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under the market approach, in the future.   Additionally, several of the assumptions underlying the discounted cash flow method under the income approach could pose a high degree of sensitivity to the resulting fair value. These factors include, but are not limited to, the following: total revenue, operating expenses, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net working capital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our undiscounted cash flows or terminal value or both to adversely and materially change could result in the failure of the impairment test, and a resulting impairment of our goodwill in an amount up to its book value of $971.3 million.   The Company has determined that each of its properties is a reporting unit for goodwill impairment testing, since discrete financial information is available at the property level.   Accounting for Leases The determination of lease liabilities requires us to estimate the present value of our future lease commitments over their reasonably assured remaining lease term using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to our future lease payments in a similar economic environment. The determination of the interest rate could materially impact our lease liabilities.   We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal is reasonably assured. Generally, “reasonably assured” relates to our contractual right to renew and the existence of an economic penalty that would preclude the abandonment of the lease at the end of the initial non-cancelable lease term. The determination of the expected term could also materially impact our lease liabilities.    The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonably assured. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the lease right-of-use asset and related long-lived assets.   42 Table of Contents   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. While we believe our uncertain tax benefits, if any, 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.   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.   43 Table of Contents   ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term U.S. treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term LIBOR rates, and short-term Eurodollar rates, and their potential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our bank credit facility. We do not currently utilize derivative financial instruments for trading or speculative purposes.   Table of Debt Maturities and Interest Rates The following table provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations. For our debt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The weighted-average variable rates are based upon prevailing interest rates.   The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:       Scheduled Maturity Date       Year Ending December 31,   (In millions)   2021     2022     2023     2024     2025     Thereafter     Total     Fair Value   Long-term debt (including current portion):                                                                 Fixed-rate   $ 2.4     $ 1.2     $ —     $ —     $ 600.0     $ 2,450.0     $ 3,053.6     $ 3,216.0   Average interest rate     6.2 %     6.2 %     6.2 %     6.2 %     5.9 %     5.0 %     5.9 %         Variable-rate   $ 28.3     $ 40.5     $ 827.4     $ —     $ —     $ —     $ 896.2     $ 888.5   Average interest rate     2.5 %     2.5 %     2.5 %     — %     — %     — %     2.5 %           As of December 31, 2020, our long-term variable-rate borrowings represented approximately 22.7% of total long-term debt. Based on December 31, 2020 debt levels, a 100-basis-point change in interest rate would cause our annual interest costs to change by approximately $9.0 million.   The following table provides other information about our long-term debt:       December 31, 2020       Outstanding                       Face     Carrying     Estimated   (In millions)   Amount     Value     Fair Value   Bank credit facility   $ 896.2     $ 882.8     $ 888.5   6.375% senior notes due 2026     750.0       743.1       778.1   6.000% senior notes due 2026     700.0       692.1       728.0   4.750% senior notes due 2027     1,000.0       986.4       1,038.8   8.625% senior notes due 2025     600.0       589.5       667.5   Other     3.6       3.6       3.6   Total long-term debt   $ 3,949.8     $ 3,897.5     $ 4,104.5     The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2020. See also "Liquidity and Capital Resources" above.   44 Table of Contents   ITEM 8.    Financial Statements and Supplementary Data The following consolidated financial statements for the three years in the period ended December 31, 2020 are filed as part of this Report:     Page No. Report of Independent Registered Public Accounting Firm 46     Consolidated Balance Sheets at December 31, 2020 and 2019 48     Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 49     Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 50     Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018 51     Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 52     Notes to Consolidated Financial Statements 54   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").   45 Table of Contents   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the stockholders and the Board of Directors of Boyd Gaming Corporation   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.   We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, 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 March 1, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.   Change in Accounting Principle   As discussed in Note 1 to the financial statements, effective January 1, 2019, the Company adopted FASB ASU 2016-02, Leases , using the modified retrospective approach.   Basis for Opinion   These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.   Critical Audit Matter   The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.   Goodwill and Indefinite-Lived Intangibles—Refer to Notes 1, 4 and 5 to the financial statements   Critical Audit Matter Description   The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. Similarly, its gaming license rights and trademarks are also required to be tested for impairment by comparing the fair value of each license or trademark to its carrying value. As of December 31, 2020, the carrying value of goodwill is $971.3 million, gaming license rights is $1,120.6 million, and trademarks is $182.8 million.   The determination of these fair values requires management to make significant estimates and assumptions related to various items, such as selection of reasonably similar (“guideline”) companies and valuation multiples derived from the operating data of the selected companies used to estimate the fair value of a reporting unit (goodwill), as well as projections of future total revenues (goodwill and trademarks), gaming revenues (gaming license rights) and discount rates (goodwill, gaming license rights, and trademarks) to estimate the net present value of future revenues. Changes in these assumptions could have a significant impact on the concluded fair value. For certain of the Company’s reporting units, gaming license rights, and trademarks, a significant change in fair value could cause a significant impairment.   Auditing these fair values involved a high degree of subjectivity as it relates to evaluating whether management’s estimates and assumptions used to derive the fair value were reasonable.   46     How the Critical Audit Matter Was Addressed in the Audit   Our audit procedures related to management’s judgments regarding selection of guideline companies and valuation multiples, as well as projections of future revenues, and selection of the discount rate included the following:   •  We tested the effectiveness of management’s controls related to selection of guideline companies and valuation multiples, as well as projected revenues (total and gaming revenues), and the selection of discount rates.    •  We evaluated management’s ability to accurately project future revenues by comparing actual revenue results to management’s historical projections.   •  We evaluated the reasonableness of management’s projections of future revenues by:       –   Comparing management’s projections with:   o  Historical revenues   o  Internal communications to management and the Board of Directors   o  Projected information included in Company press releases, as well as analyst and industry reports of the Company and selected companies in its peer group        –  Considering the impact of changes in the regulatory environment on management’s projections       –  Assessing the reasonableness of the projected revenue mix based on the historical total revenue mix and the Company’s strategic plans       –  Considering actual results for the periods from March 31 to June 30, 2020, July 1 to September 30, 2020, and October 1 to December 31, 2020 as compared to management’s projections for those same periods, as well as any changes in management’s projections that may have occurred subsequent to October 1, 2020.   •  With the assistance of our fair value specialists, we evaluated the selection of guideline companies and valuation multiples, as well as reasonableness of the discount rate by:       –  Testing the source information underlying the determination of the valuation multiples and discount rate including the mathematical accuracy of these calculations       –  Assessing the comparability of the guideline companies using the industry classification system       –  Assessing the selection of valuation multiples through comparison of historical and projected growth and profitability       –  Independently estimating the weighted average cost of capital (a component of the discount rate)       –  Assessing the basis and rationale for each discount rate input       –  Developing a range of independent estimates and comparing those to the discount rate selected by management.   /s/ DELOITTE & TOUCHE LLP   Las Vegas, Nevada March 1, 2021   We have served as the Company’s auditor since 1981.   47 Table of Contents     BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS         December 31,   (In thousands, except share data)   2020     2019   ASSETS                 Current assets                 Cash and cash equivalents   $ 519,182     $ 249,977   Restricted cash     15,817       20,471   Accounts receivable, net     53,456       54,864   Inventories     22,616       22,101   Prepaid expenses and other current assets     39,198       46,481   Income taxes receivable     8       5,600   Total current assets     650,277       399,494   Property and equipment, net     2,525,887       2,672,553   Operating lease right-of-use assets     928,814       936,170   Other assets, net     100,510       91,750   Intangible assets, net     1,382,173       1,466,891   Goodwill, net     971,287       1,083,287   Total assets   $ 6,558,948     $ 6,650,145   LIABILITIES AND STOCKHOLDERS' EQUITY                 Current liabilities                 Accounts payable   $ 96,863     $ 91,003   Current maturities of long-term debt     30,740       26,994   Accrued liabilities     396,419       438,896   Total current liabilities     524,022       556,893   Long-term debt, net of current maturities and debt issuance costs     3,866,743       3,738,937   Operating lease liabilities, net of current portion     848,825       840,285   Deferred income taxes     131,052       162,695   Other long-term tax liabilities     —       3,840   Other liabilities     64,363       82,253   Commitments and contingencies (Notes 2, 7 and 9)                     Stockholders' equity                 Preferred stock, $ 0.01 par value, 5,000,000 shares authorized     —       —   Common stock, $ 0.01 par value, 200,000,000 shares authorized; 111,830,857 and 111,542,108 shares outstanding     1,118       1,115   Additional paid-in capital     876,433       883,715   Retained earnings     246,242       380,942   Accumulated other comprehensive loss     150       ( 530 ) Total stockholders' equity     1,123,943       1,265,242   Total liabilities and stockholders' equity   $ 6,558,948     $ 6,650,145     The accompanying notes are an integral part of these consolidated financial statements.   48 Table of Contents     BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS         Year Ended December 31,   (In thousands, except per share data)   2020     2019     2018   Revenues                         Gaming   $ 1,775,358     $ 2,483,293     $ 1,925,424   Food & beverage     178,878       447,853       367,888   Room     104,968       237,187       199,500   Other     119,286       157,786       133,918   Total revenues     2,178,490       3,326,119       2,626,730   Operating costs and expenses                         Gaming     734,254       1,116,448       845,486   Food & beverage     182,666       412,949       347,624   Room     53,208       110,680       90,915   Other     66,960       96,140       87,354   Selling, general and administrative     350,358       459,583       369,313   Master lease rent expense     101,907       97,723       20,682   Maintenance and utilities     115,097       154,673       127,027   Depreciation and amortization     281,031       276,569       229,979   Corporate expense     76,143       105,139       104,201   Project development, preopening and writedowns     ( 661 )     21,728       45,698   Impairment of assets     174,700       —       993   Other operating items, net     28,564       1,919       2,174   Total operating costs and expenses     2,164,227       2,853,551       2,271,446   Operating income     14,263       472,568       355,284   Other expense (income)                         Interest income     ( 1,900 )     ( 1,858 )     ( 3,721 ) Interest expense, net of amounts capitalized     230,484       237,465       204,188   Loss on early extinguishments and modifications of debt     1,791       34,949       61   Other, net     ( 45,098 )     ( 114 )     ( 276 ) Total other expense, net     185,277       270,442       200,252   Income (loss) before income taxes     ( 171,014 )     202,126       155,032   Income tax benefit (provision)     36,314       ( 44,490 )     ( 40,331 ) Income (loss) from continuing operations, net of tax     ( 134,700 )     157,636       114,701   Income (loss) from discontinued operations, net of tax     —       —       347   Net income (loss)   $ ( 134,700 )   $ 157,636     $ 115,048                             Basic net income (loss) per common share                         Continuing operations   $ ( 1.19 )   $ 1.39     $ 1.01   Discontinued operations     —       —       —   Basic net income (loss) per common share   $ ( 1.19 )   $ 1.39     $ 1.01   Weighted average basic shares outstanding     113,515       113,474       114,401                             Diluted net income (loss) per common share                         Continuing operations   $ ( 1.19 )   $ 1.38     $ 1.00   Discontinued operations     —       —       —   Diluted net income (loss) per common share   $ ( 1.19 )   $ 1.38     $ 1.00   Weighted average diluted shares outstanding     113,515       113,947       115,071     The accompanying notes are an integral part of these consolidated financial statements.   49 Table of Contents     BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME         Year Ended December 31,   (In thousands)   2020     2019     2018   Net income (loss)   $ ( 134,700 )   $ 157,636     $ 115,048   Other comprehensive income (loss), net of tax:                         Fair value adjustments to available-for-sale securities, net of tax     680       535       ( 1,195 ) Comprehensive income (loss)   $ ( 134,020 )   $ 158,171     $ 113,853     The accompanying notes are an integral part of these consolidated financial statements.   50 Table of Contents     BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY                                         Accumulated                                               Other                               Additional             Comprehensive               Common Stock     Paid-in     Retained     Income (Loss),           (In thousands, except share data)   Shares     Amount     Capital     Earnings     Net     Total   Balances, January 1, 2018     112,634,418     $ 1,126     $ 931,858     $ 164,425     $ ( 182 )   $ 1,097,227   Cumulative effect of change in accounting principle, adoption of Update 2018-02     —       —       —       ( 312 )     312       —   Net income     —       —       —       115,048       —       115,048   Comprehensive loss, net of tax     —       —       —       —       ( 1,195 )     ( 1,195 ) Stock options exercised     338,426       3       3,539       —       —       3,542   Release of restricted stock units, net of tax     300,177       3       ( 3,619 )     —       —       ( 3,616 ) Release of performance stock units, net of tax     337,537       4       ( 5,274 )     —       —       ( 5,270 ) Shares repurchased and retired     ( 1,853,453 )     ( 18 )     ( 59,552 )     —       —       ( 59,570 ) Dividends declared ($ 0.23 per share)     —       —       —       ( 25,804 )     —       ( 25,804 ) Share-based compensation costs     —       —       25,379       —       —       25,379   Balances, December 31, 2018     111,757,105       1,118       892,331       253,357       ( 1,065 )     1,145,741   Net income     —       —       —       157,636       —       157,636   Comprehensive income, net of tax     —       —       —       —       535       535   Stock options exercised     242,357       2       2,375       —       —       2,377   Release of restricted stock units, net of tax     358,361       4       ( 4,391 )     —       —       ( 4,387 ) Release of performance stock units, net of tax     270,960       3       ( 3,769 )     —       —       ( 3,766 ) Shares repurchased and retired     ( 1,086,675 )     ( 12 )     ( 28,033 )     —       —       ( 28,045 ) Dividends declared ($ 0.27 per share)     —       —       —       ( 30,051 )     —       ( 30,051 ) Share-based compensation costs     —       —       25,202       —       —       25,202   Balances, December 31, 2019     111,542,108       1,115       883,715       380,942       ( 530 )     1,265,242   Net loss     —       —       —       ( 134,700 )     —       ( 134,700 ) Comprehensive loss, net of tax     —       —       —       —       680       680   Stock options exercised     240,380       2       1,977       —       —       1,979   Release of restricted stock units, net of tax     469,765       5       ( 3,975 )     —       —       ( 3,970 ) Release of performance stock units, net of tax     261,200       3       ( 3,372 )     —       —       ( 3,369 ) Shares repurchased and retired     ( 682,596 )     ( 7 )     ( 11,114 )     —       —       ( 11,121 ) Share-based compensation costs     —       —       9,202       —       —       9,202   Balances, December 31, 2020     111,830,857     $ 1,118     $ 876,433     $ 246,242     $ 150     $ 1,123,943     The accompanying notes are an integral part of these consolidated financial statements.   51 Table of Contents     BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS                 Year Ended December 31,   (In thousands)   2020     2019     2018   Cash Flows from Operating Activities                         Net income (loss)   $ ( 134,700 )   $ 157,636     $ 115,048   Adjustments to reconcile net income (loss) to net cash provided by operating activities:                         Income from discontinued operations, net of tax     —       —       ( 347 ) Depreciation and amortization     281,031       276,569       229,979   Amortization of debt financing costs and discounts on debt     12,095       9,227       9,158   Non-cash operating lease expense     55,578       31,524       —   Share-based compensation expense     9,202       25,202       25,379   Deferred income taxes     ( 31,643 )     41,433       34,470   Non-cash impairment of assets     174,700       —       993   Gain on sale of assets     ( 13,888 )     —       —   Loss on early extinguishments and modifications of debt     1,791       34,949       61   Other operating activities     4,183       2,645       887   Changes in operating assets and liabilities:                         Accounts receivable, net     1,339       ( 315 )     ( 772 ) Inventories     ( 515 )     ( 2,032 )     1,699   Prepaid expenses and other current assets     5,892       ( 1,423 )     4,224   Income taxes (receivable) payable, net     5,592       ( 296 )     ( 140 ) Other long-term tax assets, net     —       5,475       ( 292 ) Other assets, net     ( 3,110 )     ( 4,508 )     ( 4,094 ) Accounts payable and accrued liabilities     ( 29,639 )     ( 1,052 )     18,494   Operating lease liabilities     ( 55,578 )     ( 31,524 )     —   Other long-term tax liabilities     ( 3,840 )     204       189   Other liabilities     10,542       5,278       ( 409 ) Net cash provided by operating activities     289,032       548,992       434,527   Cash Flows from Investing Activities                         Capital expenditures     ( 175,030 )     ( 207,637 )     ( 161,544 ) Cash paid for acquisitions, net of cash received     ( 11,201 )     ( 5,535 )     ( 934,073 ) Proceeds received from disposition of assets     15,050       —       —   Other investing activities     —       ( 18,259 )     ( 39,710 ) Net cash used in investing activities     ( 171,181 )     ( 231,431 )     ( 1,135,327 )   52 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)                 Year Ended December 31,   (In thousands)   2020     2019     2018   Cash Flows from Financing Activities                         Borrowings under bank credit facility     965,100       1,666,329       1,114,600   Payments under bank credit facility     ( 1,374,548 )     ( 2,132,024 )     ( 964,322 ) Proceeds from issuance of senior notes     600,000       1,000,000       700,000   Retirement of senior notes     —       ( 750,000 )     —   Premium and consent fees     —       ( 25,785 )     —   Debt financing costs, net     ( 17,390 )     ( 15,500 )     ( 14,215 ) Share-based compensation activities, net     ( 5,360 )     ( 5,776 )     ( 5,344 ) Shares repurchased and retired     ( 11,121 )     ( 28,045 )     ( 59,570 ) Dividends paid     ( 7,808 )     ( 28,949 )     ( 24,730 ) Other financing activities     ( 2,173 )     ( 565 )     ( 178 ) Net cash provided by (used in) financing activities     146,700       ( 320,315 )     746,241   Cash Flows from Discontinued Operations                         Cash flows from operating activities     —       —       —   Cash flows from investing activities     —       —       482   Cash flows from financing activities     —       —       —   Net cash provided by discontinued operations     —       —       482   Change in cash, cash equivalents and restricted cash     264,551       ( 2,754 )     45,923   Cash, cash equivalents and restricted cash, beginning of year     270,448       273,202       227,279   Cash, cash equivalents and restricted cash, end of year   $ 534,999     $ 270,448     $ 273,202   Supplemental Disclosure of Cash Flow Information                         Cash paid for interest, net of amounts capitalized   $ 214,686     $ 231,734     $ 179,154   Cash paid for (received from) income taxes     ( 6,168 )     ( 2,120 )     5,657   Supplemental Schedule of Non-cash Investing and Financing Activities                         Payables incurred for capital expenditures   $ 1,653     $ 1,897     $ 4,930   Mortgage settlement in exchange for real estate     57,684       —       —     The accompanying notes are an integral part of these consolidated financial statements.   53 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018       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, 2020 , we are a geographically diversified operator of 28  wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. For financial reporting purposes, we aggregate our properties in order to present the following three reportable segments:   Las Vegas Locals     Gold Coast Hotel and Casino   Las Vegas, Nevada The Orleans Hotel and Casino   Las Vegas, Nevada Sam's Town Hotel and Gambling Hall   Las Vegas, Nevada Suncoast Hotel and Casino   Las Vegas, Nevada Eastside Cannery Casino and Hotel   Las Vegas, Nevada Aliante Casino + Hotel + Spa   North Las Vegas, Nevada Cannery Casino Hotel   North Las Vegas, Nevada Jokers Wild Casino   Henderson, Nevada Downtown Las Vegas     California Hotel and Casino   Las Vegas, Nevada Fremont Hotel and Casino   Las Vegas, Nevada Main Street Station Casino, Brewery and Hotel   Las Vegas, Nevada Midwest & South     Par-A-Dice Hotel and Casino   East Peoria, Illinois Belterra Casino Resort   Florence, Indiana Blue Chip Casino, Hotel & Spa   Michigan City, Indiana Diamond Jo Dubuque   Dubuque, Iowa Diamond Jo Worth   Northwood, Iowa Kansas Star Casino   Mulvane, Kansas Amelia Belle Casino   Amelia, Louisiana Delta Downs Racetrack Casino & Hotel   Vinton, Louisiana Evangeline Downs Racetrack and Casino   Opelousas, Louisiana Sam's Town Hotel and Casino   Shreveport, Louisiana Treasure Chest Casino   Kenner, Louisiana IP Casino Resort Spa   Biloxi, Mississippi Sam's Town Hotel and Gambling Hall   Tunica, Mississippi Ameristar Casino Hotel Kansas City   Kansas City, Missouri Ameristar Casino Report Spa St. Charles   St. Charles, Missouri Belterra Park   Cincinnati, Ohio Valley Forge Casino Resort   King of Prussia, Pennsylvania   54 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and  2018     Our Midwest & South segment includes the results of Valley Forge Convention Center, L.P. ("Valley Forge"), which was acquired in September 2018, Ameristar Casino Kansas City, LLC ("Ameristar Kansas City"), Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), Belterra Resort Indiana LLC ("Belterra Resort"), PNK (Ohio), LLC ("Belterra Park"), which were acquired in October 2018, and Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator ("Lattner") which was acquired in June 2018, from the date of their respective acquisitions (see Note 2, Acquisitions and Divestitures) . Our Midwest & South segment also includes the results from our online gaming initiatives.   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.   Going Concern Matters and Management's Assessment As a result of the COVID- 19 global pandemic, all of our gaming facilities were closed in mid- March 2020 in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID- 19 virus. As of December 31, 2020, 24 of our 28 gaming facilities are open and operating, subject to various health and safety measures, including occupancy limitations. Two of our properties in Las Vegas remain closed to the public due to the current levels of demand in the market and our cost containment efforts. Two of our properties in the Midwest & South segment that had re-opened in the summer were temporarily closed again by state officials, one in November and the second in December 2020. These properties subsequently re-opened in January 2021. We cannot predict whether we will be required to temporarily close some or all of our re-opened casinos in the future. Further, we cannot currently predict the ongoing impact of the pandemic on consumer demand and the negative effects on our workforce, suppliers, contractors and other partners. In responding to these circumstances, the safety and well-being of our team members and customers is our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers.   The closures of our properties had a material impact on our business, and the COVID- 19 pandemic, the associated impacts on customer behavior and the requirements of health and safety protocols are expected to continue to have a material impact on our business. The severity and duration of such business impacts cannot currently be estimated and the ultimate impact of the COVID- 19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID- 19 outbreak, new information which may emerge concerning the severity of the COVID- 19 pandemic, its impact on the economy and consumer behavior and demand, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in additional business disruptions, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.   We have taken significant measures in response to the impact of the COVID- 19 pandemic on our business, including (i) reducing the offering of certain amenities (because such amenities must remain closed) and otherwise limiting the availability of certain offerings, such as deactivating a substantial number of gaming devices to maintain social distancing and substantially limiting restaurant seating, as well as substantially limiting the number of customers permitted to be in a property at any time; (ii) adjusting property and corporate staffing levels in response to operational refinements and business volumes present as we re-opened our properties; and (iii) suspending our quarterly cash dividend and share repurchase programs.    On May 8, 2020, we amended the Boyd Credit Agreement to, among other things, waive the financial covenants for the period beginning on March 30, 2020 through the earlier of ( x ) the date on which the Company delivers to the administrative agent a covenant relief period termination notice, (y) the date on which the administrative agent receives a compliance certificate with respect to the Company’s fiscal quarter ending June 30, 2021, and (z) the date on which the Company fails to satisfy the conditions to covenant relief set forth in the amendment. On  May  21, 2020, we issued $ 600  million aggregate principal amount of 8.625% senior notes due 2025 to further increase our cash position. In August 2020, the Company further amended the Boyd Credit Agreement to increase the Revolving Credit Facility capacity by $ 88.2 million and extend the Revolving Credit Facility and Term A Loan to September 2023. ( See Note 7, Long-Term Debt , for further discussion of these events.)   We currently anticipate funding our operations over the next 12 months with the cash being generated by our re-opened properties, supplemented, if necessary, by the cash we currently have available and the borrowing capacity available under our Revolving Credit Facility. We assessed the recoverability of our assets as of the end of first quarter considering our then current expectations of the timing of re-openings and the expected level of operations to be achieved post re-opening. Based on this review, we recognized pre-tax, non-cash impairment charges of $ 171.1 million in the first quarter of 2020. Our conclusions based on our reviews as of the end of second quarter and third quarter of 2020 were that no additional impairment charges were required. Based on our annual review, an additional $ 3.6  million impairment charge was recorded in the fourth quarter of 2020.  If our expectations regarding projected revenues and cash flows related to our assets are not achieved, we may be subject to additional impairment charges in the future, which could have a material adverse impact on our consolidated financial statements.   Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries.   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.   55 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Discontinued Operations On August 1, 2016, Boyd Gaming completed the sale of its 50 % equity interest in the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts International ("MGM Resorts") pursuant to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016 by and among Boyd, Boyd Atlantic City, Inc., a wholly owned subsidiary of Boyd, and MGM Resorts. (See Note 2, Acquisitions and Divestitures .) We accounted for our investment in Borgata by applying the equity method and reported its results as discontinued operations for all periods presented in these consolidated financial statements.   Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.   Restricted Cash Restricted cash consists primarily of advance payments related to: (i) amounts restricted by regulation for gaming and racing purposes; and (ii) future bookings with our Hawaiian travel agency. 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.   The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.       December 31,     December 31,     December 31,     December 31,   (In thousands)   2020     2019     2018     2017   Cash and cash equivalents   $ 519,182     $ 249,977     $ 249,417     $ 203,104   Restricted cash     15,817       20,471       23,785       24,175   Total cash, cash equivalents and restricted cash   $ 534,999     $ 270,448     $ 273,202     $ 227,279     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)   2020     2019     2018   Beginning balance, January 1,   $ 4,474     $ 3,607     $ 2,072   Additions due to Acquisitions     —       —       1,425   Additions     440       929       180   Deductions     ( 808 )     ( 62 )     ( 70 ) Ending balance, December 31,   $ 4,106     $ 4,474     $ 3,607     Inventories Inventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method.   Property and Equipment, net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.   The estimated useful lives of our major components of property and equipment are:   Building and improvements 3 through 40 years Riverboats and barges 5 through 40 years Furniture and equipment 1 through 12 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.   56 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     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 costs and 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. There was capitalized interest of $ 0.1 million for the year ended  December 31, 2020 , and no interest capitalized for the years ended December 31 ,  2019  and 2018 .   Investment in Available for Sale Securities We have an investment in $ 19.0 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, 2020   and  2019 was $ 16.7 million and $ 16.2  million, respectively. At both  December 31, 2020 and 2019 , $ 0.6  million is included in prepaid expenses and other current assets and at  December 31, 2020 and 2019 , $ 16.1  million and $ 15.6  million, respectively, is included in other long-term 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,         2021   $ 590   2022     635   2023     680   2024     730   2025     785   Thereafter     15,565   Total   $ 18,985     Intangible Assets Intangible assets include customer relationships, host agreements, development agreements, gaming license rights and trademarks.   Amortizing Intangible Assets Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. 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.   G oodwill 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.   57 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonably similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject reporting unit.   Player Loyalty Point Program We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, and other free goods and services. We record points earned based on the value of a point that can be redeemed for a hotel room, food & beverage or other items. The player loyalty point program accrual is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, for food & beverage or for other amenities and is included in accrued liabilities on our consolidated balance sheets.   Long-Term Debt, Net Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt.   Income Taxes Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than- not realization threshold. This assessment considers, 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. In making such judgments, significant weight is given to evidence that can be objectively verified.   Other Long-Term Tax Liabilities The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.   Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two -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 consolidated balance sheets.   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.   58 Table of Con tents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The activity comprising our self-insurance reserves is as follows:       Year Ended December 31,   (In thousands)   2020     2019     2018   Beginning balance, January 1,   $ 43,604     $ 37,501     $ 33,995   Additions                         Charged to costs and expenses     105,739       121,075       90,299   Due to acquisitions     —       —       3,279   Payments made     ( 103,907 )     ( 114,972 )     ( 90,072 ) Ending balance, December 31,   $ 45,436     $ 43,604     $ 37,501     Accumulated Other Comprehensive Income (Loss) Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated other comprehensive income (loss) at December 31, 2020 , consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.   Leases Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease and non-lease components are accounted for separately.   Revenue Recognition The Company’s revenue contracts with customers consist of gaming wagers, hotel room sales, food & beverage offerings and other amenity transactions. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.   Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6, Accrued Liabilities , for the balance outstanding related to player loyalty programs.   59 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The Company collects advanced deposits from hotel customers for future reservations representing obligations of the Company until the hotel room stay is provided to the customer. See Note 6, Accrued Liabilities , for the balance outstanding related to advance deposits.   The Company's outstanding chip liability represents the amounts owned in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 6, Accrued Liabilities , for the balance outstanding related to the chip liability.   The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food & beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food & beverage, and to a lesser extent for other goods or services, depending upon the property.   The estimated retail value related to goods and services provided to customers without charge or upon redemption of points under our player loyalty programs, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:       Year Ended December 31,   (In thousands)   2020     2019     2018   Food & beverage   $ 90,714     $ 215,989     $ 182,960   Rooms     46,841       96,296       81,671   Other     5,508       14,908       11,939     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 $ 388.0  million, $ 546.7  million and $ 367.5  million for the years ended December 31, 2020 ,  2019  and 2018 , 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 $ 20.2  million, $ 44.7  million and $ 33.7 million for the years ended December 31, 2020 ,  2019  and 2018 , respectively.   Corporate Expense Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations.   Project Development, Preopening and Writedowns Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred and do not qualify as capital costs; (iii) asset write-downs; and (iv) proceeds from the sales of assets.   Share-Based Compensation Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions.   The Company did not issue any stock option grants in  2020 ,  2019   and 2018 .    Other, Net In 2020, the Company realized a nonrecurring gain of $ 40.0 million related to the property closures.   60 Table of Conte nts   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Net Income (Loss) per Share Basic net income per share is computed by dividing net income 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.   Collaborative Arrangements In August 2018, we announced that we had entered into a strategic partnership with FanDuel Group ("FanDuel"), the largest online sports destination in the United States, to pursue sports betting and online gaming opportunities across the country. This partnership brings together two of the largest and most geographically diversified companies in the gaming entertainment industry, given our Company’s scale and experience is being combined with FanDuel’s customer base and its presence across 45 states.   Subject to state law and regulatory approvals, we have established a presence in the online gaming and sports wagering industry by leveraging FanDuel's technology and related services to operate Boyd Gaming-branded mobile and online sports-betting and gaming services. In turn, FanDuel has established and operates mobile and online sports-betting and gaming services under the FanDuel brand in the states where we are licensed. During 2018,  IP and Tunica opened sports books that are powered by FanDuel. During 2019, FanDuel sports books opened at our Valley Forge, Diamond Jo Worth, Diamond Jo Dubuque, Blue Chip and Belterra Resort properties. In 2020, a FanDuel sports book opened at our Par-A-Dice property.    We have also entered into agreements with other companies for the operation of online gaming offerings under a market-access agreement with MGM Resorts.   The activities related to these collaborative arrangements are recorded in other revenue and other expense on the consolidated statements of operations.   Concentration of Credit Risk Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable.   Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits that may at times exceed federally-insured limits.   Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.   Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.   Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") 2020 - 09, Debt, Topic 470  ("Update 2020 - 09" ) In October 2020, the FASB issued Update 2020 - 09 which supersedes various SEC paragraphs in Topic 470, pursuant to the issuance of the SEC Release to amend Rules 3 - 10 and 3 - 16 of Regulation S- X, as discussed below.    In March 2020, the SEC amended Rules 3 - 10 and 3 - 16 of Regulation S- X, narrowing the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those separate statements. The final rule also allows us to replace the condensed consolidating financial information for our subsidiary guarantors and non-guarantors that had been provided in the footnotes of our previous filings with the simplified disclosure that is now included within our Management’s Discussion and Analysis. This rule is effective January 4, 2021 with early adoption permitted. The Company elected to early adopt this rule during the three months ended June 30, 2020.   ASU 2020 - 04,  Reference Rate Reform, Topic 848 ("Update 2020 - 04" ) In March 2020, the FASB issued Update 2020 - 04 to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. Update 2020 - 04 was effective upon issuance and may be applied prospectively through December 31, 2022. The application of Update 2020 - 04 did not have a material impact on the consolidated financial statements.   ASU 2018 - 13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("Update 2018 - 13" ) In August 2018, the Financial Accounting Standards Board ("FASB") issued Update 2018 - 13 to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2019.  The Company adopted Update 2018 - 13  during first quarter 2020  and the impact of the adoption to its consolidated financial statements was not material.   ASU 2016 - 02, Leases ("Update 2016 - 02" ); ASU 2018 - 10, Targeted Improvements ("Update 2018 - 10" ); ASU 2018 - 01, Land Easement Practical Expedient for Transition to Topic 842 ("Update ASU 2018 - 01" ); ASU 2018 - 11, Codification Improvements to Topic 842, Leases ("Update 2018 - 11" ); ASU 2019 - 01, Codification Improvements to Topic 842, Leases ("Update 1901 - 01" ) (collectively, the “Lease Standard”) The Lease Standard provides for transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.   61 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The Company adopted the Lease Standard effective January 1, 2019, using the modified retrospective approach, which allows the initial application of the new guidance as of the adoption date without adjusting comparative periods presented. We elected the package of practical expedients for leases that commenced prior to the adoption date whereby we elected to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. We also made an accounting policy election that leases with an initial term of 12 months or less are not recognized on our consolidated balance sheet. Adoption of the Lease Standard resulted in the recognition of $ 935.1  million of ROU assets and $ 921.8 million of lease liabilities on our consolidated balance sheet as of the date of adoption, primarily related to land, buildings and office space. The difference of $ 13.3 million represented the reclassification of the remaining balance of favorable lease rates intangible assets and deferred rent for leases that existed as of the date of adoption, which were additions to the opening balance of right-of-use assets. The adoption of the Lease Standard did not have a material impact on our consolidated statements of income, stockholders’ equity and cash flows.   See Note 10, Leases , for further information regarding our leases.   Recently Issued Accounting Pronouncements ASU 2020 - 01, Investments - Equity Securities, Topic 321, Investments - Equity Method and Joint Ventures, Topic 323, and Derivative and Hedging, Topic 815  ("Update 2020 - 01" ) In January 2020, the FASB issued Update 2020 - 01 to clarify guidance in accounting for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative. Update 2020 - 01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is evaluating the impact of the adoption of Update 2020 - 01  to the 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 Ameristar Casino Hotel Kansas City; Ameristar Casino Resort Spa St. Charles; Belterra Casino Resort; Belterra Park On October  15, 2018, we completed the acquisition of Ameristar Kansas City, the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar St. Charles, the owner and operator of Ameristar Casino Resort Spa St. Charles; Belterra Resort, the owner and operator of Belterra Casino Resort located in Florence, Indiana; and Belterra Park, the owner and operator of Belterra Park, located in Cincinnati, Ohio (collectively, the "Pinnacle Properties"), pursuant to a Membership Interest Purchase Agreement (as amended, the "Pinnacle Purchase Agreement"), dated as of December 17, 2017, as amended as of January 29, 2018 ( "Amendment No. 1" ) and October 15, 2018 ( "Amendment No. 2" ), in each case by and among Boyd Gaming, Boyd TCIV, LLC, a wholly owned subsidiary of Boyd Gaming ("Boyd TCIV"), Penn National Gaming, Inc. ("Penn"), and, solely following the execution and delivery of a joinder to the Pinnacle Purchase Agreement, Pinnacle Entertainment, Inc. ("Pinnacle Entertainment") and its wholly owned subsidiary, Pinnacle MLS, LLC (collectively with Pinnacle Entertainment, "Pinnacle").   Pursuant to the Pinnacle Purchase Agreement, Boyd Gaming acquired from Pinnacle all of the issued and outstanding membership interests of the Pinnacle Properties as well as certain other assets (and assumed certain other liabilities) of Pinnacle related to the Pinnacle Properties (collectively, the "Pinnacle Acquisition"). Each of the Pinnacle Properties is now a wholly owned subsidiary of Boyd Gaming. The Pinnacle Properties are aggregated into our Midwest & South segment (See Note 14, Segment Information ) . The net purchase price was $ 576.1 million.   Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into a Master Lease, dated October 15, 2018 ( the "Master Lease"), with Gold Merger Sub, LLC ("Gold Merger Sub"), as landlord, and Boyd TCIV, as tenant, pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, a wholly owned subsidiary of Belterra Resort ("Ogle Haus"), commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal.   The Pinnacle Acquisition occurred substantially concurrently with the acquisition of Pinnacle Entertainment by Penn pursuant to the Merger Agreement, dated December 17, 2017, by and among Pinnacle Entertainment, Penn and Franchise Merger Sub, Inc., a wholly owned subsidiary of Penn.   Concurrently with the Pinnacle Acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ( "Belterra Park Purchase Agreement"), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 ( the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement.   On May 6, 2020 we entered into an agreement with Gold Merger Sub, a wholly owned subsidiary of GLPI, for the acquisition of Boyd (Ohio) PropCo, LLC, the entity that owns the real estate of Belterra Park (the "Real Estate"), with the merger consummated and the transaction closed at the time of the execution of the merger agreement. That agreement provided that Gold Merger Sub would acquire Boyd PropCo via a merger (the "Merger"), which would be treated for income tax purposes as a taxable asset acquisition consisting of the exchange of the Real Estate by us in satisfaction of the $ 57.7  million promissory note (the "Note") and mortgage executed in connection with GLPI’s initial financing of our acquisition of the Real Estate in October 2018.    Prior to the Merger, PNK (Ohio), LLC ("BP OpCo"), which owns the business operations of Belterra Park, leased the Real Estate from Boyd PropCo pursuant to a master lease that is the same in all material respects as the Master Lease between Boyd TCIV, LLC and Gold Merger Sub (the "BP Master Lease" and "GLP Master Lease," respectively). Rent paid under the BP Master Lease to Boyd PropCo by BP OpCo was then paid by Boyd PropCo to Gold Merger Sub as interest on the Note. As a result of the Merger, Gold Merger Sub has become the Landlord under the BP Master Lease and now receives rent payable under the BP Master Lease (equal to, and in lieu of, the interest payments on the Note received prior to consummation of the Merger). As an additional step in connection with the Merger, we expect to add BP OpCo as a subtenant to the GLP Master Lease (in connection with the termination of the BP Master Lease), resulting in a single Master Lease with GLPI, subject to the prior receipt of all required governmental approvals.      62 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Consideration Transferred The total gross cash consideration paid to acquire the Pinnacle Properties was $ 615.1 million.   Purchase Price Allocation The Company followed the acquisition method of accounting per FASB Accounting Standards Codification Topic 805 ("ASC 805" ) guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third -party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents the Pinnacle Properties opening balance sheet on October 15, 2018, which was reported in our Form 10 -K for the annual period ended December 31, 2018. During the measurement period, which ended on September 30, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $ 0.4 million decrease in current assets, a $ 36.7 million decrease in property and equipment, a $ 39.0  million increase in intangible assets and a $ 0.2  million decrease in current liabilities, with a corresponding increase of $ 5.8  million to goodwill. The tax impact related to the measurement period adjustments was considered immaterial to our consolidated financial statements.    The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:   (In thousands)   Final Purchase Price Allocation   Current assets   $ 64,161   Property and equipment     130,306   Other assets     ( 28 ) Intangible assets     454,400   Total acquired assets     648,839             Current liabilities     54,434   Other liabilities     57,832   Total liabilities assumed     112,266   Net identifiable assets acquired     536,573   Goodwill     78,560   Net assets acquired   $ 615,133     The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:   (In thousands)   Useful Lives (in years)     As Recorded   Land         $ 4,395   Buildings and improvements   15 - 40       56,054   Furniture and equipment   2 - 10       69,857   Property and equipment acquired         $ 130,306     The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.   (In thousands)   Useful Lives (in years)     As Recorded   Customer relationship   4     $ 42,600   Trademark   Indefinite       42,300   Gaming license right   Indefinite       369,500   Total intangible assets acquired         $ 454,400     The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.   The Company recognized $ 0.2 million, $ 2.4 million and $ 14.5 million of acquisition related costs that were expensed for the years ended December 31, 2020 ,  2019  and 2018 , respectively. These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.   63 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Condensed Consolidated Statement of Operations for the years ended December 31, 2020 and 2019 and the period from October 15, 2018 through December 31, 2018   The following supplemental information presents the financial results of the Pinnacle Properties included in the Company's consolidated statement of operations for the years ended December  31, 2020,   2019 and the period from October 15, 2018 through December 31, 2018:                       Period from       Year Ended     Year Ended     October 15 to   (In thousands)   December 31, 2020     December 31, 2019     December 31, 2018   Total revenues   $ 476,188     $ 671,900     $ 138,189   Net income (loss)   $ ( 48,878 )   $ 59,740     $ 1,641     Valley Forge Convention Center Partners On September  17, 2018, we completed the acquisition of Valley Forge, the owner and operator of Valley Forge Casino Resort, pursuant to an Agreement and Plan of Merger (as amended, the "Valley Forge Merger Agreement"), dated as of December 20, 2017, as amended as of September 17, 2018, in each case by and among Boyd, Boyd TCV, LP, a Pennsylvania limited partnership and a wholly owned subsidiary of Boyd ("Boyd TCV"), Valley Forge, and VFCCP SR LLC, a Pennsylvania limited liability company, solely in its capacity as the representative of Valley Forge’s limited partners.   Pursuant to the Valley Forge Merger Agreement, Boyd TCV merged with and into Valley Forge (the "Valley Forge Merger"), with Valley Forge surviving the merger. Valley Forge is now a wholly owned subsidiary of Boyd. Valley Forge is a modern casino and hotel in King of Prussia, Pennsylvania that offers premium accommodations, gaming, dining, entertainment and retail services, and is aggregated into our Midwest & South segment (See Note 14, Segment Information ) . The net purchase price was $ 264.3  million.   Consideration Transferred The total gross cash consideration paid to acquire Valley Forge was $ 289.1  million.   Purchase Price Allocation The Company followed the acquisition method of accounting per ASC 805  guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third -party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents Valley Forge's opening balance sheet on September 17, 2018, which was reported in our Form 10 -K for the annual period ended December 31, 2018. During the measurement period, which concluded on September 1, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $ 0.6 million decrease in current assets, a $ 0.6 million increase in property and equipment, a $ 2.4  million increase in other assets, a $ 12.0  million decrease in intangible assets and a $ 9.2  increase in other liabilities, with a corresponding increase of $ 16.5 million to goodwill. The measurement period adjustments and the related tax impact were immaterial to our consolidated financial statements.    The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:   (In thousands)   Final Purchase Price Allocation   Current assets   $ 29,280   Property and equipment     57,118   Other assets     2,872   Intangible assets     136,600   Total acquired assets     225,870             Current liabilities     12,968   Other liabilities     9,803   Total liabilities assumed     22,771   Net identifiable assets acquired     203,099   Goodwill     85,966   Net assets acquired   $ 289,065       64 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:   (In thousands)   Useful Lives (in years)     As Recorded   Land         $ 15,150   Buildings and improvements   15 - 40       32,908   Furniture and equipment   2 - 6       9,060   Property and equipment acquired         $ 57,118     The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.   (In thousands)   Useful Lives (in years)     As Recorded   Customer relationship   5     $ 16,100   Trademark   Indefinite       12,500   Gaming license right   Indefinite       108,000   Total intangible assets acquired         $ 136,600     The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.   The Company recognized $ 0.2  million, $ 0.6   million and  $ 3.6  million o f acquisition related costs that were expensed for the years ended December 31, 2020 ,  2019  and 2018 , respectively. These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.   Condensed Consolidated Statement of Operations for the years ended December 31, 2020 and 2019 and the period from September 17, 2018 through December 31, 2018   The following supplemental information presents the financial results of Valley Forge included in the Company's consolidated statement of operations for the years ended December  31, 2020, 2019 and the period from September 17, 2018 through December 31, 2018:                       Period from       Year Ended     Year Ended     September 17 to   (In thousands)   December 31, 2020     December 31, 2019     December 31, 2018   Total revenues   $ 88,699     $ 168,610     $ 43,499   Net income   $ 3,342     $ 31,286     $ 4,450     Lattner Entertainment Group Illinois On June  1, 2018, we completed the acquisition of Lattner, a distributed gaming operator headquartered in Ottawa, Illinois, pursuant to an Agreement and Plan of Merger (the "Lattner Merger Agreement") dated as of May 1, 2018, by and among Boyd, Boyd TCVI Acquisition, LLC, a wholly owned subsidiary of Boyd ("Boyd TCVI"), Lattner, and Lattner Capital, LLC, solely in its capacity as the representative of the equity holders of Lattner.   Pursuant to the Lattner Merger Agreement, Boyd TCVI merged with and into Lattner (the "Lattner Merger"), with Lattner surviving the Lattner Merger and becoming a wholly owned subsidiary of Boyd. Lattner currently operates approximately 1,100 gaming units in approximately 210 locations across the state of Illinois and is aggregated into our Midwest & South segment (See Note 14, Segment Information ) . The net purchase price was $ 100.0  million.   Consideration Transferred The total gross cash consideration paid to acquire Lattner was $ 110.5 million.   Purchase Price Allocation The Company followed the acquisition method of accounting per ASC 805  guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third -party specialists. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price allocation below represents Lattner's opening balance sheet on June 1, 2018, which was reported in our Form 10 -K for the annual period ended December 31, 2018. During the measurement period, which concluded on March 31, 2019, opening balance sheet adjustments were made to finalize the preliminary fair value estimates, resulting in a $ 0.2 million increase in property and equipment, a $ 1.0  million increase in other assets, with a corresponding decrease of $ 1.2 million to goodwill. The measurement period adjustments and the related tax impact were immaterial to our consolidated financial statements.    65 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The following table presents the components of the allocation of the purchase price as of the acquisition date, including the measurement period adjustments:   (In thousands)   Final Purchase Price Allocation   Current assets   $ 10,638   Property and equipment     9,496   Other assets     2,933   Intangible and other assets     58,000   Total acquired assets     81,067             Current liabilities     1,062   Total liabilities assumed     1,062   Net identifiable assets acquired     80,005   Goodwill     30,529   Net assets acquired   $ 110,534     The following table summarizes the final values assigned to acquired property and equipment and estimated useful lives:   (In thousands)   Useful Lives (in years)   As Recorded   Buildings and improvements   10 - 45   $ 66   Furniture and equipment   3 - 7     9,430   Property and equipment acquired       $ 9,496     The following table summarizes the acquired intangible asset and weighted average useful lives of the definite-lived intangible asset.   (In thousands)   Useful Lives (in years)   As Recorded   Host agreements   15   $ 58,000   Total intangible assets acquired       $ 58,000     The goodwill recognized is the excess of the purchase price over the final values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment and is expected to be deductible for income tax purposes.   The Company recognized $ 0.4   million and $ 0.7   million of acqui sition related costs that were expensed for the year ended December 31, 2019 and 2018, respectively. There were no acquisition related costs for the year ended December 31, 2020.  These costs are included in the project development, preopening and writedowns line in the consolidated statements of operations.   We have not provided the amount of revenue and earnings included in our consolidated financial results from the Lattner acquisition for the period subsequent to its acquisition as such amounts are not material for the years ended December 31, 2020  and  2019  and the period from June 1, 2018 through December 31, 2018.   66 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Supplemental Unaudited Pro Forma Information The following table presents pro forma results of the Company, as though Lattner, Valley Forge and the Pinnacle Properties (the "Acquired Companies") had been acquired as of January 1, 2017. The pro forma results do not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company, Lattner, Valley Forge and the Pinnacle Properties, prior to the acquisition, with adjustments directly attributable to the acquisitions.       Year Ended December 31, 2018   (In thousands)   Boyd Gaming Corporation (As Reported)     Acquired Companies     Boyd Gaming Corporation (Pro Forma)   Total revenues   $ 2,626,730     $ 666,928     $ 3,293,658   Net income from continuing operations, net of tax   $ 114,701     $ 16,589     $ 131,290   Basic net income per share   $ 1.01             $ 1.15   Diluted net income per share   $ 1.00             $ 1.14     Pro Forma and Other Adjustments The unaudited pro forma results, as presented above, include adjustments to record: (i) rent expense under the Master Lease; (ii) the net incremental depreciation expense for the adjustment of property and equipment to fair value and the allocation of a portion of the purchase price to amortizing intangible assets; (iii) the increase in interest expense incurred on the incremental borrowings incurred by Boyd to fund the acquisition along with the Belterra Park Mortgage; (iv) the estimated tax effect of the pro forma adjustments and on the historical taxable income of the Acquired Companies; and (v) miscellaneous adjustments as a result of the preliminary purchase price allocation on the amortization of certain assets and liabilities.   Divestiture of Eldorado On December 10, 2020, Boyd Gaming completed the sale of the Eldorado Casino in Henderson, Nevada. The gain from the sale of this property is included in the project development, preopening and writedowns line in the consolidated statement of operations.   Divestiture of Borgata On August 1, 2016, Boyd Gaming completed the sale of its 50 % equity interest in the parent company of Borgata in Atlantic City, New Jersey, to MGM Resorts, pursuant to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016, by and among Boyd, Boyd Atlantic City, Inc., a wholly-owned subsidiary of Boyd, and MGM. During the year ended December 31, 2018, we recognized $ 0.3 million in income, net of tax, for the cash received for our share of miscellaneous recoveries realized by Borgata during that period, which are included in discontinued operations in the consolidated financial statements.   67     BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018       NOTE 3.     PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following:       December 31,   (In thousands)   2020     2019   Land   $ 346,485     $ 324,501   Buildings and improvements     3,074,896       3,090,974   Furniture and equipment     1,609,637       1,596,395   Riverboats and barges     241,043       241,036   Construction in progress     43,883       56,069   Total property and equipment     5,315,944       5,308,975   Less accumulated depreciation     ( 2,790,057 )     ( 2,636,422 ) Property and equipment, net   $ 2,525,887     $ 2,672,553     Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated.   Depreciation expense for the years ended December 31, 2020 ,  2019  and 2018 was $ 261.7  million, $ 247.0 million and $ 212.1  million, respectively.     NOTE 4.     INTANGIBLE ASSETS Intangible assets consist of the following:       December 31, 2020       Weighted     Gross             Accumulated               Useful Life     Carrying     Accumulated     Impairment     Intangible   (In thousands)   Remaining (in years)     Value     Amortization     Losses     Assets, Net   Amortizing intangibles                                       Customer relationships   2.5     $ 68,100     $ ( 55,062 )   $ —     $ 13,038   Host agreements   12.4       58,000       ( 9,989 )     —       48,011   Development agreement   —       21,373       —       —       21,373               147,473       ( 65,051 )     —       82,422                                           Indefinite lived intangible assets                                       Trademarks   Indefinite       204,000       —       ( 24,800 )     179,200   Gaming license rights   Indefinite       1,376,685       ( 33,960 )     ( 222,174 )     1,120,551               1,580,685       ( 33,960 )     ( 246,974 )     1,299,751   Balances, December 31, 2020         $ 1,728,158     $ ( 99,011 )   $ ( 246,974 )   $ 1,382,173     68 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018         December 31, 2019       Weighted     Gross             Accumulated               Useful Life     Carrying     Accumulated     Impairment     Intangible   (In thousands)   Remaining (in years)     Value     Amortization     Losses     Assets, Net   Amortizing intangibles                                       Customer relationships   3.5     $ 68,100     $ ( 39,598 )   $ —     $ 28,502   Host agreements   13.4       58,000       ( 6,122 )     —       51,878   Development agreement   —       21,373       —       —       21,373               147,473       ( 45,720 )     —       101,753                                           Indefinite lived intangible assets                                       Trademarks   Indefinite       206,687       —       ( 4,300 )     202,387   Gaming license rights   Indefinite       1,376,685       ( 33,960 )     ( 179,974 )     1,162,751               1,583,372       ( 33,960 )     ( 184,274 )     1,365,138   Balances, December 31, 2019         $ 1,730,845     $ ( 79,680 )   $ ( 184,274 )   $ 1,466,891     Amortizing Intangible Assets Customer Relationships Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit.   Host Agreements Host agreements represent the value associated with our host establishment relationships. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return.   Development Agreement Development agreement is an acquired contract with Wilton Rancheria under which the Company has the right to assist Wilton Rancheria in the development and management of a gaming facility on the Wilton Rancheria's land. The design and project budget have been finalized and Wilton Rancheria has secured third -party financing. This asset, although amortizable, is not amortized until development is completed. 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.   69 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     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, 2020 ,  2019  and  2018 The following table sets forth the changes in these intangible assets:   (In thousands)   Customer Relationships     Host Agreements     Favorable Lease Rates     Development Agreement     Trademarks     Gaming License Rights     Intangible Assets, Net   Balance, January 1, 2018   $ 5,930     $ —     $ 8,655     $ 21,373     $ 147,587     $ 659,401     $ 842,946   Additions     56,000       58,000       —       —       55,500       468,350       637,850   Amortization     ( 11,643 )     ( 2,256 )     ( 227 )     —       —       —       ( 14,126 ) Balance, December 31, 2018     50,287       55,744       8,428       21,373       203,087       1,127,751       1,466,670   Purchase price adjustments     2,700       —       —       —       ( 700 )     35,000       37,000   Amortization     ( 24,485 )     ( 3,866 )     —       —       —       —       ( 28,351 ) Other (1)     —       —       ( 8,428 )     —       —       —       ( 8,428 ) Balance, December 31, 2019     28,502       51,878       —       21,373       202,387       1,162,751       1,466,891   Impairments     —       —       —       —       ( 20,500 )     ( 42,200 )     ( 62,700 ) Amortization     ( 15,464 )     ( 3,867 )     —       —       —       —       ( 19,331 ) Other (2)     —       —       —       —       ( 2,687 )     —       ( 2,687 ) Balance, December 31, 2020   $ 13,038     $ 48,011     $ —     $ 21,373     $ 179,200     $ 1,120,551     $ 1,382,173     ( 1 ) The remaining balance of the favorable lease rates intangible asset was reclassified and added to the operating lease right-of-use asset upon the adoption of the Lease Standard effective January 1, 2019. ( 2 ) A domain rights asset was written off in second quarter 2020.   70 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     Future Amortization Customer relationships are being amortized on an accelerated basis over a weighted average original life of five  years. Host agreements are being amortized on a straight-line basis over an original life of  15 years. Future amortization is as follows:   (In thousands)   Customer Relationships     Host Agreements     Total   For the year ending December 31,                         2021   $ 8,737     $ 3,867     $ 12,604   2022     3,322       3,867       7,189   2023     939       3,867       4,806   2024     40       3,867       3,907   2025     —       3,867       3,867   Thereafter     —       28,676       28,676   Total future amortization   $ 13,038     $ 48,011     $ 61,049     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 The Company recorded impairment charges of $ 16.9 million for trademarks, of which $ 8.0 million related to our Las Vegas Locals segment and $ 8.9 million related to our Midwest & South segment, and $ 42.2 million for gaming license rights related to our Midwest & South segment as part of the first quarter  2020 impairment review. An additional trademark impairment charge of $ 3.6 million, of which $ 2.5 million related to the Las Vegas Locals segment and $ 1.1 million related to the Midwest & South segment, was recorded as part of the annual 2020 impairment test.  No impairment charges resulted from our quarterly reviews or annual tests of intangible assets for impairment in 2019   and 2018 .     NOTE 5.     GOODWILL Goodwill consists of the following:   (In thousands)   Gross Carrying Value     Accumulated Amortization     Accumulated Impairment Losses     Goodwill, Net   Goodwill, net by Reportable Segment:                                 Las Vegas Locals   $ 593,567     $ —     $ ( 188,079 )   $ 405,488   Downtown Las Vegas     6,997       ( 6,134 )     —       863   Midwest & South     666,798       —       ( 101,862 )     564,936   Balance, December 31, 2020   $ 1,267,362     $ ( 6,134 )   $ ( 289,941 )   $ 971,287     Changes in Goodwill During the year ended December 31, 2020 , we recorded impairment charges of $ 22.6 million to our Las Vegas Locals segment and $ 89.4 million to our Midwest & South segment. During the year ended December 31, 2019 , we recorded $ 21.2 million of goodwill in our Midwest & South segment related to the Acquired Companies as the acquisition accounting was finalized in 2019  (see Note 2, Acquisitions and Divestitures ). During the year ended December 31, 2018 , we recorded $ 173.9 million of goodwill in our Midwest & South segment related to the Acquired Companies.    71 Table of Contents   BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) as of December 31, 2020  and  2019 and for the years ended  December 31, 2020 ,  2019  and 2018     The following table sets forth the changes in our goodwill, net, during the years ended Dec