10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

 ____________________________________________________

(Mark One)

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

For the fiscal year ended December 31, 2015

OR

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

Commission file number: 1-12882

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BOYD GAMING CORPORATION

(Exact name of registrant as specified in its charter)

 ____________________________________________________

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

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

(Address of principal executive offices) (Zip Code)

(702) 792-7200

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

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

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

As of June 30, 2015, the aggregate market value of the voting common stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange for such date, was approximately $1.2 billion.

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

Class	Outstanding as of February 22, 2016
Common stock, $0.01 par value	111,750.525

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant's 2016 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of December 31, 2015 are incorporated by reference into Part III of this Form 10-K.

BOYD GAMING CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

TABLE OF CONTENTS

		Page No.
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	10
ITEM 1B.	Unresolved Staff Comments	22
ITEM 2.	Properties	23
ITEM 3.	Legal Proceedings	23
ITEM 4.	Mine Safety Disclosures	23
	PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
ITEM 6.	Selected Financial Data	26
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
ITEM 8.	Financial Statements and Supplementary Data	54
ITEM 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	120
ITEM 9A.	Controls and Procedures	120
ITEM 9B.	Other Information	122
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	122
ITEM 11.	Executive Compensation	122
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	123
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	123
ITEM 14.	Principal Accounting Fees and Services	123
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	124
	SIGNATURES	132

PART I

ITEM 1.    Business

Overview

Boyd Gaming Corporation (the "Company," the "Registrant," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. Headquartered in Las Vegas, we have 21 wholly-owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi, and hold a 50% non-controlling interest in a limited liability company in New Jersey.

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, improving operations and diversifying our asset base; and (iii) successfully implementing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders.

Over the past several years, we have undertaken several programs aimed at reducing our cost structure in an effort to manage our properties' operations under tightened revenue trends. We have established a more efficient business model that we believe is helping us to realize improved results as consumer wealth and confidence continue to improve and the negative effects of global economic issues and the recent recession continue to decline. We are strategically reinvesting in our non-gaming amenities, including hotel rooms and restaurants, in order to better capitalize on customer’s evolving spending behaviors. We continue to manage our cost and expense structure to adjust to current business volumes and to generate strong and stable cash flows.

During 2015, we completed several transactions that improved our long-term financial position and strengthened our balance sheet. During second quarter 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023, and used a portion of the net proceeds to redeem all $500 million face amount outstanding of our 9.125% Senior Notes due December 2018. During the fourth quarter, we redeemed the HoldCo Note, which had been issued in 2012 when we acquired Peninsula Gaming, LLC. Over the last three years, we have reduced the combined Boyd Gaming and Peninsula outstanding debt balance by over $820 million.

We continually work to position our Company for greater success by strengthening our existing operations and growing through capital investment and other strategic initiatives. An example is our ongoing strategic initiative to enhance our non-gaming amenities at properties across the country that is designed to ensure our properties remain competitive and compelling to customers across generations. This initiative began in 2014 and will continue into 2017, a period during which we expect to invest over $100 million in these amenities. In 2015, we redesigned and enhanced 1,700 hotel rooms at The Orleans, Suncoast and Blue Chip properties, bringing the total number of rooms renovated thus far to about 3,000. We also introduced five new food and beverage concepts in 2015: California Noodle House at the California, the Filament at Fremont, the Spotted Horse and Fast & Lucy’s Pub at Evangeline Downs, and Brigg’s Oyster Company at Suncoast. We anticipate introducing about 20 additional new food and beverage concepts at our properties across the country in 2016.

In addition to our non-gaming amenities initiative, in June 2015 we announced a $45 million expansion of our Delta Downs property in Vinton, Louisiana. Set for completion by the end of 2016, the centerpiece of this project is a new hotel tower, featuring 167 additional guest rooms and suites.  The project also includes the redesign of all 200 existing rooms and of its food and beverage facilities. The special events center will also be expanded to better accommodate meeting and banquet functions.

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

• we emphasize slot revenues, the most consistently profitable segment of the gaming industry;

• we have comprehensive marketing and promotion programs;

• six of our Las Vegas properties are well-positioned to capitalize on the Las Vegas locals market;

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

• our operations are geographically diversified within the United States;

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

• we have an experienced management team.

1

Properties

As of December 31, 2015, we own or manage 1,243,007 square feet of casino space, containing 29,736 slot machines, 757 table games and 11,391 hotel rooms. We derive the majority of our gross revenues from our gaming operations, which generated approximately 76% of gross revenues for 2015 and 74% of gross revenues in both 2014 and 2013. Food and beverage gross revenues represent our next most significant revenue source, generating approximately 13% of gross revenues for 2015, 2014, and 2013. Room revenues and other revenues each contributed less than 10% of gross revenues during each year.

We view each operating property as an operating segment. For financial reporting purposes, we aggregate our properties into five reportable business segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest and South; (iv) Peninsula; and (v) Borgata (which is comprised of our 50%-owned joint venture in Atlantic City, New Jersey). For further financial information related to our segments as of and for the three years in the period ended December 31, 2015, see Note 15, Segment Information, to our consolidated financial statements presented in Part II, Item 8.

The following table sets forth certain information regarding our wholly-owned properties (listed by the segment in which each such property is reported) and Borgata, as of and for the year ended December 31, 2015:

	Year Opened or Acquired	Casino Space (Sq. ft.)	Slot Machines	Table Games	Hotel Rooms	Hotel Occupancy		Average Daily Rate
Las Vegas Locals
Las Vegas, Nevada
Gold Coast Hotel and Casino	2004	86,805	1,830	49	712	87	%	$	53
The Orleans Hotel and Casino	2004	137,000	2,516	60	1,885	86	%	$	63
Sam's Town Hotel and Gambling Hall	1979	120,681	1,931	29	645	91	%	$	48
Suncoast Hotel and Casino	2004	95,898	1,889	32	427	83	%	$	76
Henderson, Nevada
Eldorado Casino	1993	17,756	379	—	N/A	N/A		N/A
Jokers Wild Casino	1993	23,698	423	7	N/A	N/A		N/A
Downtown Las Vegas
Las Vegas, Nevada
California Hotel and Casino	1975	35,848	977	28	781	87	%	$	35
Fremont Hotel and Casino	1985	30,244	955	26	447	88	%	$	40
Main Street Station Casino, Brewery and Hotel	1993	26,918	837	19	406	90	%	$	40
Midwest and South
Tunica, Mississippi
Sam's Town Hotel and Gambling Hall	1994	44,000	983	20	828	62	%	$	46
Biloxi, Mississippi
IP Casino Resort Spa	2011	81,733	1,657	58	1,088	91	%	$	82
East Peoria, Illinois
Par-A-Dice Hotel Casino	1996	26,116	1,000	24	202	88	%	$	66
Michigan City, Indiana
Blue Chip Casino, Hotel & Spa	1999	65,000	1,766	44	486	77	%	$	76
Kenner, Louisiana
Treasure Chest Casino	1997	25,000	988	36	N/A	N/A		N/A
Vinton, Louisiana
Delta Downs Racetrack Casino & Hotel	2001	15,000	1,639	—	203	89	%	$	57
Shreveport, Louisiana
Sam's Town Hotel and Casino	2004	29,285	1,003	25	514	75	%	$	81

2

	Year Opened or Acquired	Casino Space (Sq. ft.)	Slot Machines	Table Games	Hotel Rooms	Hotel Occupancy		Average Daily Rate
Peninsula
Dubuque, Iowa
Diamond Jo Dubuque	2012	43,495	987	20	N/A	N/A		N/A
Northwood, Iowa
Diamond Jo Worth	2012	37,957	1,003	24	N/A	N/A		N/A
Opelousas, Louisiana
Evangeline Downs Racetrack and Casino	2012	41,235	1,360	-	N/A	N/A		N/A
Amelia, Louisiana
Amelia Belle Casino	2012	27,484	838	19	N/A	N/A		N/A
Mulvane, Kansas
Kansas Star Casino	2012	71,854	1,749	53	N/A	N/A		N/A
Total of wholly-owned properties		1,083,007	26,710	573	8,624
Borgata
Atlantic City, New Jersey
Borgata Hotel Casino & Spa	2003	160,000	3,026	184	2,767	89	%	$	133
Total all properties		1,243,007	29,736	757	11,391
N/A = Not Applicable

In addition to these properties, we own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii.

Las Vegas Locals Properties

Our Las Vegas Locals segment consists of six casinos that primarily serve the resident population of the Las Vegas metropolitan area, which was one of the fastest growing areas in the United States prior to the economic downturn. 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. The recent recession adversely impacted the growth and economy of Las Vegas, resulting in significant declines in the local housing market and unstable unemployment in the Las Vegas valley, which negatively affected consumer spending. In 2015, the Las Vegas economy strengthened, as reflected in the positive trends in unemployment, construction activity and visitation. Our Las Vegas Locals segment competes directly with other locals casinos and gaming companies, some of which operate larger casinos and offer different promotions than ours.

Gold Coast Hotel and Casino

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

The Orleans Hotel and Casino

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

Sam's Town Hotel and Gambling Hall

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

3

Suncoast Hotel and Casino

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

Eldorado Casino and Jokers Wild Casino

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

Downtown Las Vegas Properties

Our three Downtown Las Vegas properties directly compete with 12 casinos that operate in downtown Las Vegas. As such, we have developed a distinct niche for our downtown properties by focusing on customers from Hawaii. Our downtown properties focus their marketing on gaming enthusiasts from Hawaii and tour and travel agents in Hawaii with whom we have cultivated relationships since we opened our California Hotel and Casino (the "Cal") in 1975. Through our Hawaiian travel agency, Vacations Hawaii, we operate as many as four charter flights from Honolulu to Las Vegas each week, helping to ensure a stable supply of air transportation. 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, 2015, patrons from Hawaii comprised approximately 64% of the occupied room nights at the Cal, 41% 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 781 hotel rooms, multiple dining options, a sports book, and meeting space. The Cal and Main Street Station are connected by an indoor pedestrian bridge.

Fremont Hotel and Casino

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

Main Street Station Casino, Brewery and Hotel

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

Midwest and South Properties

Our Midwest and South properties consist of four dockside riverboat casinos, one racino and two barge-based casinos that operate in four 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. Our Midwest and South properties generally serve customers within a 100-mile radius and compete directly with other casino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions.

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 828 hotel rooms, an entertainment lounge, four dining venues, and the 1,600-seat River Palace Arena. Tunica is the closest gaming market to Memphis, Tennessee and is located approximately 30 miles south of Memphis.

IP Casino Resort Spa

The IP Casino Resort Spa ("IP") overlooks the scenic back bay of Biloxi and is one of the premier resorts on the Mississippi Gulf Coast, and a recipient of a AAA Four Diamond Award. The property features more than 1,000 hotel rooms and suites; 81,733-square-feet of casino space with 1,657 slot machines and 58 table games; more than 65,000 square feet of convention and meeting space; a spa and salon; a 1,400-seat theater offering regular headline entertainment; six lounges and bars; and eight restaurants, including a steak and seafood restaurant and an upscale Asian restaurant.

4

Par-A-Dice Hotel Casino

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

Blue Chip Casino, Hotel & Spa

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

Treasure Chest Casino

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

Delta Downs Racetrack Casino & Hotel

Delta Downs Racetrack Casino & Hotel ("Delta Downs") is located in Vinton, Louisiana and conducts horse races on a seasonal basis and operates year-round simulcast facilities for customers to wager on races held at other tracks. In addition, Delta Downs offers slot play and a 203-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. In June 2015 we announced a $45 million expansion of Delta Downs that will add a new hotel tower featuring 167 additional guest rooms and suites, a redesign of all 200 existing rooms and of its food and beverage facilities, and expand the special events center. This project is scheduled to be completed by the end of 2016.

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.

Peninsula Properties

Our Peninsula properties consist of three casinos, one racino and one riverboat casino that operate in three states, Iowa, Kansas and Louisiana. Generally, these states allow casino gaming on a limited basis through the issuance of a limited number of gaming licenses. Our Peninsula properties generally compete directly with other casino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions.

Diamond Jo Dubuque

Diamond Jo is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River in downtown Dubuque, Iowa. The Diamond Jo is a two-story, approximately 188,000 square foot property that includes 987 slot machines and 20 table games. Additional amenities include a 30-lane bowling center, a 33,000 square foot event center, and two banquet rooms. The property also features five dining outlets, including the Kitchen Buffet, a 190-seat live action buffet, Woodfire Grille, the casino's 118-seat high-end restaurant, Mojo's, a 122-seat sports bar, a deli and a snack shop, as well as three full service bars.

Diamond Jo Worth

The Diamond Jo Worth is a land-based casino situated on a 36-acre site in Northwood, Iowa, which is located in north-central Iowa, near the Minnesota border and approximately 30 miles north of Mason City. The casino currently has 1,003 slot machines, 24 table games and 7 poker tables in operation, as well as a 5,200 square foot event center and several dining options, including the Kitchen Buffet, a 190-seat buffet restaurant, and Woodfire Grille, a 114-seat high-end restaurant. There is a 100-room hotel and a 60-room hotel adjacent to the casino, both of which are owned and operated by third parties. Under an agreement with the third party operator of the 100-room hotel, Diamond Jo Worth has the option to purchase the 100-room hotel from the third party operator.

5

Evangeline Downs

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

Evangeline Downs currently operates three Off Track Betting ("OTB") locations in Henderson, Eunice and St. Martinville, Louisiana. A fourth OTB location in Port Allen, Louisiana, closed in March 2015 and was sold. 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 OTB's within such a radius, provided that such OTB is not also within a 55-mile radius of another horse racetrack.

Amelia Belle Casino

The Amelia Belle Casino is located in south-central Louisiana, and is a three-level riverboat with gaming located on the first two decks, and includes 838 slot machines and 19 table games. The third deck of the riverboat includes a 140-seat buffet and banquet room.

Kansas Star Casino

Kansas Star serves as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery pursuant to the Lottery Gaming Facility Management Contract (the "Kansas Management Contract"). The casino is located in Mulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has 1,749 slot machines, 53 table games, 8 poker tables, a 250-seat buffet, a 140-seat steakhouse and a number of other amenities including a deli, noodle bar and casino bars. Kansas Star also has a 162,000 square foot arena designed to host various events, including concerts, trade shows and equestrian events. In addition, the property has an event center for conventions, banquets and other events and an equestrian pavilion that includes a practice arena and covered stalls. There is a 300-room hotel adjacent to the casino.

Borgata

Borgata Hotel Casino & Spa

Borgata opened in Atlantic City, New Jersey in July 2003. Atlantic City is predominantly a regional day-trip and overnight-trip market. Borgata directly competes with seven other Atlantic City casinos as well as with gaming operations in surrounding jurisdictions. Borgata is an upscale destination resort that features a 160,000 square-foot casino with 3,026 slot machines and 184 table games. The property has a total of 2,767 guest rooms and suites comprised of 1,970 guest rooms and suites at Borgata hotel and 797 guest rooms and suites at The Water Club.

Borgata features five fine-dining restaurants with acclaimed chefs including Bobby Flay, Wolfgang Puck, Michael Schulson and Stephen Kalt, six casual dining restaurants, eight quick dining options, 17 retail boutiques, two European-style spas, two nightclubs and over 8,200 parking spaces. In addition, the property contains approximately 88,000 square feet of meeting and event space, as well as two entertainment venues. Borgata was master-planned with ease of access and designed as a single-level casino floor with appealing design elements, including the placement of multiple food and beverage outlets on the casino floor itself. Its location in the Marina District provides guests with convenient access to the property via the Atlantic City Expressway Connector tunnel, without the delays associated with driving to competing casinos located on the Boardwalk of Atlantic City.

In June 2013, Boyd, Borgata, and Digital Entertainment PLC ("bwin") completed definitive documentation for their business arrangements in New Jersey. Pursuant to this arrangement, bwin is providing Borgata with bwin’s technology platform and service to facilitate the offering of Borgata branded online gaming services and Borgata provides bwin access to the online gaming market in New Jersey by permitting bwin to offer PartyPoker branded online gaming services pursuant to Borgata’s casino gaming license (as required by regulations in New Jersey). In connection with this arrangement, Boyd Gaming owns 10% of the bwin New Jersey subsidiary offering PartyPoker branded online gaming services in New Jersey. In October 2013, Borgata was the first casino in New Jersey to be issued an internet gambling permit, the permit necessary for a casino to offer online gaming in the State. In November 2013, bwin was issued a transactional waiver, which permits them to act as a provider of online gaming services while the licensing investigation continues.

In November 2013, Borgata launched a real money online gaming website in New Jersey developed under an agreement with bwin. Through the end of December 2015, Borgata achieved a 25.6% share of the online gaming market. Online gaming also provides Borgata with a new distribution channel to deliver its market-leading gaming experience to customers.

6

Borgata was developed as a 50%/50% joint venture between our wholly-owned subsidiary, Boyd Atlantic City, Inc. ("BAC"), and MAC, Corp. ("MAC"), an indirect, wholly-owned subsidiary of MGM Resorts International ("MGM"). On March 17, 2010, MGM announced that its settlement agreement with the Division of Gaming Enforcement Office of the Attorney General of the State of New Jersey (the "NJDGE") had been approved by the New Jersey Casino Control Commission ("NJCCC"). In connection with MGM’s settlement agreement with the NJDGE, on March 24, 2010, MAC transferred its 50% ownership interest (the "MGM Interest") in Marina District Development Holding Co., LLC ("Holding Company"), and certain land leased to Marina District Development Company, LLC ("MDDC"), into a divestiture trust, of which MGM and its subsidiaries are the economic beneficiaries (the "Divestiture Trust"), for sale to a third party. Holding Company is the parent of MDDC, the entity that developed, owns and operates Borgata. As managing member of Holding Company pursuant to the terms of the operating agreement of Holding Company between BAC and MAC, BAC, through Holding Company, has responsibility for the oversight and management of Borgata’s day-to-day operations.

Upon the transfer of MGM's ownership interest into the Divestiture Trust on March 24, 2010, we determined that we had control, as defined in the relevant accounting literature, of Holding Company and commenced consolidating the business as of that date. Subsequent to a Joint Petition of MGM, the Company and Holding Company, on February 13, 2013, the NJCCC approved amendments to the settlement agreement which permitted MGM to file an application for a statement of compliance, which, if approved, would permit MGM to reacquire its interest in Holding Company.

The NJCCC approved MGM’s application for licensure on September 10, 2014. On September 30, 2014, the Divestiture Trust was dissolved and MGM reacquired its Borgata interest and its substantive participation rights in the management of Holding Company. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests recorded for Holding Company from our balance sheet, and are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations.

Competition

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

Future Development Opportunities

Development agreement with Wilton Rancheria

We have a development agreement and a management agreement with Wilton Rancheria, a federally-recognized tribe located about 30 miles southeast of Sacramento, California, to develop and manage a gaming entertainment complex.

Agreements with bwin

During October 2011, we entered into an agreement with bwin, the world's largest publicly traded online gaming company. Per this agreement, should Congress legalize online poker in the United States, and subject to regulatory approvals, we would acquire a 10% stake in a new company that would offer online poker to United States-based players under bwin's brands, including PartyPoker. Separately, we entered into a 15-year agreement to use bwin's technology platform and associated services to offer online poker to United States players under a brand Boyd develops, assuming Congress passes enabling legislation. These agreements with bwin were subsequently modified to apply to online gaming (not just poker) on a state-by-state basis. These agreements are being utilized by Borgata to provide necessary technology infrastructure and back-of-house processing for Borgata’s online business that launched in November 2013. We can extend the agreement to additional states that legalize online gaming.

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 wholly-owned Boyd Gaming properties in Nevada, Illinois, Indiana, Iowa, Louisiana and

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Mississippi. The "B Connected" club, among other benefits, extends the time period over which players may qualify for promotions and increases the credits awarded to reel slot and table games players.

In addition to the "B Connected" player loyalty program, we launched the "B Connected Mobile" program in July 2010. "B Connected Mobile," the first multi-property, loyalty program-based iPhone and Android application of its kind in the gaming industry, is a personalized mobile application that delivers customized offers and information directly to a customer’s iPhone, iPad or Android device, making "B Connected Mobile" the first application of its kind available on multiple platforms. The application further expands the benefits of the "B Connected" program by providing real-time personalized information on hotel, dining and gaming offers when a customer visits a Boyd property, instant access to event information, schedules and special offers, a search engine that allows customers to find Boyd Gaming casinos that have their favorite machines and displays the games’ locations on a casino floor map, the ability to track "B Connected" point balances in real time, and the ability to make immediate hotel or restaurant reservations. These tools allow our customers to receive the greatest value from their "B Connected" membership, and ensure that our marketing is as effective as possible.

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

Peninsula Programs

During 2014, loyalty programs at three of the Peninsula properties were converted to "B Connected". The other two Peninsula properties continue to sponsor their own player loyalty programs to expand brand awareness and leverage their strong loyalty card programs, predicated on efforts to use marketing and promotional programs to serve an important role: to retain existing customers, maintain trip frequency and acquire new customers. These properties offer their guests comprehensive, competitive and targeted marketing and promotion programs. Each program, for example, offers players a hassle-free way of earning points redeemable for slot play, food, beverage and retail items as well as comp dollars and other rewards and benefits based on game play. In addition, each property strives to differentiate its casino with high-quality guest services to further enhance overall brand and customer experience.

In the future we plan to extend the B Connected program to the remaining two Peninsula properties, subject to the receipt of regulatory approvals. The implementation of "B Connected" will replace the individual property programs described above and provide Peninsula’s players with a multi-property player loyalty program.

Other Promotional Activities

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

Government Regulation

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

If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do not know whether or not such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues and the elimination of betting on NCAA events and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

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Employees and Labor Relations

At December 31, 2015, we employed approximately 18,243 persons, and had collective bargaining agreements with three unions covering 1,948 employees. Employees at one property are covered by an expired agreement andare continuing to work under the terms of the expired agreement. Negotiations for a first contract will begin in early 2016 for a newly organized bargaining unit.

Corporate Information

We were incorporated in Nevada in June 1988. Our principal executive offices are located at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169, and our main telephone number is (702) 792-7200. Our website is www.boydgaming.com.

Available Information

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). These filings are also available on the SEC’s website at www.sec.gov. In addition, the public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 and may obtain additional information and guidance by calling the SEC Investor Information Service at 1-800-SEC-0330. You also may read and copy reports and other information filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports, available free of charge on our corporate website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of the Audit Committee, Compensation and Stock Option Committee, and the Corporate Governance and Nominating Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free of charge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request.

Important Information Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional factors that could cause actual results to differ are discussed in Part I, Item 1A, Risk Factors of this Annual Report on Form 10-K for the year ended December 31, 2015 and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

ITEM 1A.    Risk Factors

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

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

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

Risks Related to our Business

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

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

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

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

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

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surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.

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

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

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

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

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

In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our facilities. Because we are highly leveraged, after satisfying our obligations under our outstanding

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indebtedness, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be materially adversely affected.

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

The significant economic distress affecting financial institutions during periods of global financial crisis can have far-reaching adverse consequences across many industries, including the gaming industry. A crisis may greatly restrict the availability of capital and cause the cost of capital (if available) to be much higher than it has traditionally been. Although the financial markets have generally recovered from the most recent financial crisis and availability of capital has increased, the financial markets remain volatile. Although we successfully refinanced a significant amount of our indebtedness in 2013 and in 2015, we have no assurance that we will continue to have access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition, including our ability to refinance Boyd Gaming's or Peninsula’s indebtedness, our flexibility to react to changing economic and business conditions and our ability or willingness to fund new development projects.

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

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

In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1. We recorded a non-cash impairment charge of $17.5 million to the Par-A-Dice gaming license in connection with the 2015 annual impairment test. The results of our annual scheduled impairment tests performed in fourth quarter 2014 required us to record non-cash impairment charges of $40.1 million which was comprised of $38.3 million of impairments of gaming licenses in our Midwest and South segment, $1.4 million of gaming licenses in our Peninsula segment, and $0.3 million in Peninsula trademarks. In 2013, $4.1 million of impairments was charged, which were comprised of $3.2 million of impairments of certain trade names acquired in the Peninsula Acquisition and $0.9 million to further impair the Sam’s Town Shreveport gaming license.

In December 2012, we reconsidered our commitment to complete our multibillion dollar Echelon development project on the Las Vegas Strip and concluded that we would not resume development. Based on the exploration of the viability of alternatives for the project, in the three months ended December 31, 2012, we recorded a non-cash impairment charge of approximately $993.9 million related to the Echelon development and $39.4 million related to various parcels of undeveloped land based on the difference between the book value of the assets and the estimated realizable value of the assets. On March 4, 2013, we sold the Echelon site and related improvements on the site and received net proceeds of $157.0 million.

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

We face risks associated with growth and acquisitions.

As part of our business strategy, we regularly evaluate opportunities for growth through development of gaming operations in existing or new markets, through acquiring other gaming entertainment facilities or through redeveloping our existing gaming facilities. For example, in November 2012, we completed the Peninsula Acquisition, and in October 2011, we completed the acquisition of IP. We may also pursue expansion opportunities, including joint ventures, in jurisdictions where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming. The expansion of our operations, whether through acquisitions, development or internal growth, could divert management's attention and could also cause us to incur substantial costs, including legal, professional and consulting fees. There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations into our existing operations without substantial costs, delays or other problems. Additionally, there can be no assurance that we will receive gaming or other necessary licenses or approvals for new projects that we pursue or that gaming will be approved in jurisdictions where it is not currently approved.

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

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

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

We regularly evaluate expansion, development, investment and renovation opportunities, and have recently announced an expansion project at Delta Downs.

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

• changes to plans and specifications;

• delays and significant cost increases;

• shortages of materials;

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

• labor disputes or work stoppages;

• disputes with and defaults by contractors and subcontractors;

• health and safety incidents and site accidents;

• engineering problems, including defective plans and specifications;

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

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

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

• environmental issues, including the discovery of unknown environmental contamination;

• weather interference, floods, fires or other casualty losses;

• other unanticipated circumstances or cost increases; and

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

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

In addition, actual costs and construction periods for any of our projects can differ significantly from initial expectations. Our initial project costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared at inception of the project in consultation with architects and contractors. Many of these costs can increase over time as the project is built to completion. We can provide no assurance that any project will be completed on time, if at all,

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or within established budgets, or that any project will result in increased earnings to us. Significant delays, cost overruns, or failures of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.

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

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

Certain permits, licenses and approvals necessary for some of our current or anticipated projects have not yet been obtained. The scope of the approvals required for expansion, development, investment or renovation projects can be extensive and may include gaming approvals, state and local land-use permits and building and zoning permits. Unexpected changes or concessions required by local, state or federal regulatory authorities could involve significant additional costs and delay the scheduled openings of the facilities. We may not obtain the necessary permits, licenses and approvals within the anticipated time frames, or at all.

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

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

Additionally, the collection of customer and employee personal information imposes various privacy compliance related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal information is governed by privacy laws and regulations enacted in the United States and other jurisdictions around the world. Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third party service providers engaged by us) may also result in damage of reputation, result in vulnerabilities that could be exploited to breach our systems and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of personal information.

Risks Related to the Regulation of our Industry

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

Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances which are administered by the Nevada Gaming Commission and Gaming Control Board, Mississippi Gaming Commission, Indiana Gaming Commission, Illinois Gaming Board, New Jersey Casino Control Commission, New Jersey Division of Gaming Enforcement, Iowa Racing and Gaming Commission, the Kansas Lottery Commission, the Kansas Racing and Gaming Commission, the Louisiana State Gaming Control Board, the Louisiana State Racing Commission and various other federal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry and horse racetracks and casinos, in addition to regulations applicable to businesses generally. A more detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If additional gaming regulations 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.

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

Gambling

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

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

Regulation of Smoking

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

Regulation of Directors, Officers, Key Employees and Partners

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

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

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Live Racing Regulations

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

Regulations Affecting Businesses in General

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

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

The federal government has, from time to time, considered a federal tax on casino revenues and may consider such a tax in the future. If such an increase were to be enacted, it could adversely affect our business, financial conditions, results of operations and cash flow. Our ability to incur additional indebtedness in the future to finance casino development projects could be materially and adversely affected. In addition, gaming companies are 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. For example, in June 2006, the Illinois legislature passed certain amendments to the Riverboat Gambling Act, which affected the tax rate at Par-A-Dice. The legislation, which imposes an incremental 5% tax on adjusted gross gaming revenues, was retroactive to July 1, 2005. As a result of this legislation, we were required to pay additional taxes, resulting in a $6.7 million tax assessment in June 2006.

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

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

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

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of hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

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

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

We have reviewed environmental assessments, in some cases including soil and groundwater testing, relating to our currently owned and leased properties in Dubuque, Iowa, and other properties we may lease from the City of Dubuque or other parties. As a result, we have become aware that there is contamination present on some of these properties apparently due to past industrial activities. Furthermore, the location of Kansas Star is the site of several non-operational oil wells, the remediation of which has been addressed in connection with the construction of the development project. We have also reviewed environmental assessments and are not aware of any environmental liabilities related to any of our other properties.

It is possible that future developments could lead to material costs of environmental compliance for us and that these costs could have a material adverse effect on our business and financial condition, operating results and cash flows.

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. Recently Delta Downs commenced a remediation project, as a result of an EPA examination, to ensure its future compliance with the Clean Water Act. At this time, Delta Downs has not been assessed a fine from the EPA, however, such a fine is possible, and the ongoing operations of our horse racing operations could result in future violations of EPA regulations and exposure to associated fines.

Risks Related to our Properties

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, due to flooding of the Mississippi River in 2011, the Mississippi Gaming Commission ordered the nine casinos located in Tunica, Mississippi to close indefinitely to ensure the safety of visitors and employees. Accordingly, effective May 1, 2011, we closed Sam's Town Hotel and Gambling Hall in Tunica, although we were able to reopen on May 28, 2011. In addition, the Amelia Belle was negatively impacted by the opening of the Morganza Spillway in 2011, due to imminent threat of severe flooding.

In addition, certain of the properties we operate have been forced to close due to hurricanes, including Treasure Chest and Delta Downs, which have experienced closures for over 40 days on separate occasions in the past. In September 2011, Borgata was closed for three days due to Hurricane Irene. In October and November 2012, Borgata was closed for four days due to Superstorm Sandy.

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

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

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our properties due to natural disasters, terrorist attacks or other catastrophic events, our results of operations and financial condition could be materially adversely affected.

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

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

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

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

We also have "builder's risk" insurance coverage for our development and expansion projects. Builder's risk insurance provides coverage for projects during their construction for damage caused by a casualty loss. In general, our builder's risk coverage is subject to the same exclusions, risks and deficiencies as those described above for our all-risk property coverage. Our level of builder's risk insurance coverage may not be adequate to cover all losses in the event of a major casualty.

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

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

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

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

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

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

The strength and profitability of our business depends on consumer demand for hotel casino resorts in general and for the type of amenities our properties offer. Changes in consumer preferences or discretionary consumer spending could harm our business. Terrorist activities in the United States and elsewhere, military conflicts in Iraq, Afghanistan and elsewhere, outbreaks of infectious disease and pandemics, adverse weather conditions and natural disasters, among other things, have had negative impacts on travel

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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.

Furthermore, our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as a result of casualty, flooding, forces of nature, adverse weather conditions, mechanical failure, or extended or extraordinary maintenance, among other causes. 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.

The outbreak of public health threats at any of our properties or in the areas in which they are located, or the perception that such threats exist, including pandemic health threats, could have a significant adverse effect on our business, financial condition and results of operations. Likewise, adverse economic conditions that affect the global, national or regional economies in which we operate, whether resulting from war, terrorist activities or other geopolitical conflict, weather, general or localized economic downturns or related events or other factors, could have a significant adverse effect on our business, financial condition and results of operations.

In addition, to the extent that the airline industry is negatively impacted due to the effects of the economic recession and continued economic downturn, outbreak of war, public health threats, terrorist or similar activity, increased security restrictions or the public's general reluctance to travel by air, our business, financial condition and results of operations could be adversely affected.

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

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

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

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

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

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

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

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

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

We lease certain parcels of land on which The Orleans, Suncoast, Treasure Chest, Sam's Town Shreveport, IP and Borgata's hotels and gaming facilities are located. In addition, we lease other parcels of land on which portions of the California and the Fremont are located. As a ground lessee, we have the right to use the leased land; however, we do not retain fee ownership in the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long term leases. While such interruption is unlikely, such events are beyond our control. If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. This would have a significant adverse 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, 2015, we had net operating losses ("NOLs") for federal income tax purposes. Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change" as defined in that section, the corporation's ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income may become subject to significant limitations. We may experience an ownership change in the future as a result of shifts in our stock ownership, which may result from the issuance of our common stock, the exercise of stock options and other equity compensation awards, as well as ordinary sales and purchases of our common stock, among other things. If an ownership change in our stock were to be triggered in the future, our subsequent ability to use any NOLs existing at that time could be significantly limited.

Risks Related to our Indebtedness

We have a significant amount of indebtedness.

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

• difficulty in satisfying our obligations under our current indebtedness;

• increasing our vulnerability to general adverse economic and industry conditions;

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

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

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

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

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

• incur additional debt, including providing guarantees or credit support;

• incur liens securing indebtedness or other obligations;

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• make certain investments;

• dispose of assets;

• make certain acquisitions;

• pay dividends or make distributions and make other restricted payments;

• enter into sale and leaseback transactions;

• engage in any new businesses; and

• enter into transactions with our stockholders and our affiliates.

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

In addition to our debt instruments, our indirect subsidiary, Peninsula, has a significant amount of indebtedness which contain restrictive covenants that impose significant operating and financial restrictions, including limitations on dividends, distributions and certain other restricted payments, which could have a significant adverse effect on our business, results of operations and financial condition.

Note 8, Long-Term Debt, included in the notes to our audited consolidated financial statements provided in Item 8 of this Annual Report on Form 10-K, contains further disclosure regarding our and Peninsula's current outstanding debt.

The terms of the Peninsula indebtedness limits the payment of dividends (other than tax distributions), distributions and management fees from Peninsula to Boyd Acquisition II, LLC ("HoldCo").

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 Boyd Gaming Credit Facility and Peninsula Credit Facilityin amounts sufficient to enable us to pay our indebtedness, as such indebtedness matures and to fund our other liquidity needs. We believe that we will need to refinance all or a portion of our indebtedness, at or before maturity, and cannot provide assurances that we will be able to refinance any of our indebtedness, including amounts borrowed under the Boyd Gaming Credit Facility and Peninsula Credit Facility, on commercially reasonable terms, or at all. We may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing or joint venture partners. These financing strategies may not be affected on satisfactory terms, if at all. In addition, certain states' laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions. Some restrictions may prevent us from obtaining necessary capital.

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

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

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

We intend to finance our current and future expansion, development, investment and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations, borrowings under our Boyd Gaming Credit Facility, and equity or debt financings. If we are unable to finance our current or future expansion, development, investment and renovation projects,

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or our other capital expenditures, we will have to adopt one or more alternatives, such as reducing, delaying or abandoning planned expansion, development, investment and renovation projects as well as other capital expenditures, selling assets, restructuring debt, obtaining additional equity financing or joint venture partners, or modifying the Boyd Gaming Credit Facility. These sources of funds may not be sufficient to finance our expansion, development, investment and renovation projects, and other financing may not be available on acceptable terms, in a timely manner, or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness.

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

Risks Related to our Equity Ownership

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

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

• actual or anticipated fluctuations in our results of operations;

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

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

• trading volume of our common stock;

• conditions and trends in the gaming and destination entertainment industries;

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

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

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

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

William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of the Company's outstanding shares of common stock as of December 31, 2015. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

ITEM 1B.    Unresolved Staff Comments

None

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ITEM 2.Properties

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

As of December 31, 2015, some of our hotel casinos and development projects are located on leased property, including:

• The Orleans, located on 77 acres of leased land.

• Suncoast, located on 49 acres of leased land.

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

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

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

• Treasure Chest, located on 14 acres of leased land.

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

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

• Diamond Jo Worth, located on 36 acres of owned land and 10 acres of leased land. Diamond Jo Worth also leases 298 acres of land in Emmons, Minnesota on which a nine-hole golf course and a nine-station sporting clay course and hunting facility are located.

• Evangeline Downs, located on 649 acres of owned land and leases the facilities that comprise the Henderson, Eunice and St. Martinville OTB's.

ITEM 3.    Legal Proceedings

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

ITEM 4.    Mine Safety Disclosures

Not applicable

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PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange under the symbol "BYD." Information with respect to sales prices and holders of record of our common stock is set forth below.

Market Information

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

	High		Low
Year Ended December 31, 2015
First Quarter	$	14.62	$	12.16
Second Quarter	15.40		13.01
Third Quarter	17.99		14.90
Fourth Quarter	21.12		16.82
Year Ended December 31, 2014
First Quarter	$	14.39	$	9.20
Second Quarter	13.27		10.41
Third Quarter	12.47		9.46
Fourth Quarter	12.82		8.90

On February 22, 2016, the closing sales price of our common stock on the NYSE was $16.68 per share. On that date, we had approximately 734 holders of record of our common stock and our directors and executive officers owned approximately 27% of the outstanding shares. There are no other classes of common equity outstanding.

Dividends

Dividends are declared at the discretion of our Board of Directors. In July 2008, our Board of Directors suspended the payment of quarterly dividends, and we therefore have not paid any dividends since that date. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations related to our Credit Facilities and our outstanding notes.

Share Repurchase Program

In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock available to be repurchased to $100 million. We have repurchased 1.7 million shares of our common stock under this authorization, and we are authorized to repurchase up to an additional $92.1 million in shares. We are not obligated to repurchase any shares under this program, and no repurchases were made during the year ended December 31, 2015. Subject to applicable corporate securities laws, repurchases under this program may be made at such times and in such amounts as we deem appropriate. Repurchases would be funded with existing cash resources and availability under the Boyd Gaming Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our Credit Facility and our outstanding notes.

In the future, we may acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

Our Definitive Proxy Statement to be filed in connection with our 2016 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

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Stock Performance Graph

The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's MidCap 400 Index ("S&P 400") and to companies in our peer group, which is comprised of Isle of Capri Casinos, Inc., Penn National Gaming, Inc. and Pinnacle Entertainment, Inc. The performance graph assumes that $100 was invested on December 31, 2010 in each of the Company's common stock, the S&P 400 and our peer group, 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		Peer Group
December 2011	$	70.38	$	98.27	$	95.13
December 2012	62.64		115.84		126.54
December 2013	106.23		154.64		173.57
December 2014	120.57		169.75		156.65
December 2015	187.45		166.05		209.90

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein.

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ITEM 6.    Selected Financial Data

The selected consolidated financial data presented below has been derived from our audited consolidated financial statements. This information should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited Consolidated Financial Statements and accompanying notes thereto.

	Year Ended December 31,
(In thousands, except per share data)	2015 (a)		2014 (b)			2013 (c)			2012 (d)			2011 (e)
Statement of Operations Data:
Net revenues	$	2,199,432	$	2,701,319		$	2,894,438		$	2,482,828		$	2,330,844
Operating income (loss)	344,623		251,516			278,301			(850,263		)	235,982
Income (loss) from continuing operations before income taxes	40,060		(40,885		)	(115,994		)	(1,139,235		)	(10,400		)
Income (loss) from continuing operations, net of tax	47,234		(41,638		)	(119,344		)	(918,446		)	(10,678		)
Net income (loss) attributable to Boyd Gaming Corporation	47,234		(53,041		)	(80,264		)	(908,865		)	(3,854		)
Income (loss) from continuing operations per common share
Basic	0.42		(0.48		)	(0.94		)	(10.32		)	(0.07		)
Diluted	0.42		(0.48		)	(0.94		)	(10.32		)	(0.07		)
Balance Sheet Data:
Cash and cash equivalents	$	158,821	$	145,341		$	177,838		$	192,545		$	178,091
Total assets	4,350,900		4,422,384			5,657,522			6,246,725			5,850,955
Long-term debt, net of current maturities	3,239,799		3,375,098			4,268,723			4,742,385			3,315,127
Total stockholders' equity	508,011		438,087			650,437			467,127			1,374,079
Other Data:
Ratio of earnings to fixed charges (f)	1.1x		—			—			—			—

(a)    2015 includes $18.6 million in pretax, non-cash impairment charges which includes a $17.5 million non-cash impairment charge for a gaming license in our Midwest and South segment; and $40.7 million in pretax loss on early extinguishments and modifications of debt. The Company has accounted for its 50% investment in Borgata by applying the equity method for the year ended December 31, 2015.

(b)    The Company deconsolidated Borgata as of the close of business on September 30, 2014, and is accounting for its investment in Borgata applying the equity method for periods after the deconsolidation. 2014 includes $60.8 million in pretax, non-cash impairment charges, which includes a $12.1 million charge related to the deconsolidation of Borgata, as well as impairment charges of $38.3 million for gaming licenses in our Midwest and South segment, $1.4 million for gaming licenses in our Peninsula segment, $0.3 million in Peninsula trademarks and a $8.7 million charge to write down the value of certain non-operating assets.

(c)    2013 includes $10.4 million in pretax, non-cash impairment charges; and $54.2 million in pretax loss on early extinguishments and modifications of debt. We completed the sale of certain assets and liabilities of the Dania Jai-Alai business on May 22, 2013, and have presented its results as discontinued operations for all periods presented. As a result of the sale of the Echelon site on March 4, 2013, we ceased consolidation of LVE Energy Partners, LLC, as of that date. 2013 also includes a full year of financial results for Peninsula Gaming, which we acquired in November 2012.

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(d)    2012 includes $1.05 billion of pretax, non-cash impairment charges, primarily consisting of $993.9 million related to the Echelon development, $39.4 million related to various parcels of undeveloped land and $17.5 million for the write-down of the Sam's Town Shreveport gaming license; $18.7 million of pretax acquisition costs, primarily related to the acquisition of Peninsula Gaming; a $7.7 million pretax gain at Borgata from insurance proceeds related to a September 2007 fire during construction of The Water Club and from business interruption proceeds due to a three-day closure in August 2011 related to Hurricane Irene; and a $7.1 million pretax gain from business interruption proceeds due to the temporary closure of our Tunica property in May 2011 due to flooding. 2012 also includes financial results of Peninsula Gaming from its November 20, 2012, date of acquisition and a full year of the results of the IP, which we acquired in October 2011.

(e)    2011 includes $7.0 million of pretax income related to the forfeited deposits from the buyers on the proposed sale of Dania Jai-Alai, which sale was not completed; $6.4 million of pretax acquisition costs, primarily related to our acquisition of IP; a $5.0 million pretax, non-cash impairment charge to Borgata's trademark; a $4.6 million pretax bargain purchase gain related to the acquisition of IP; and $1.1 million pretax, non-cash impairment charge related to Borgata's investment in an unconsolidated subsidiary. 2011 also includes the financial results of IP from its October 4, 2011, date of acquisition.

(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 $43.4 million, $117.1 million, $1.14 billion and $10.8 million for 2014, 2013, 2012 and 2011, respectively.

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ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

EXECUTIVE OVERVIEW

Boyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975.

We are a diversified operator of 21 wholly-owned gaming entertainment properties and hold a 50% non-controlling interest in a limited liability company in New Jersey. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey. We view each operating property as an operating segment. For financial reporting purposes, we aggregate our wholly-owned properties and Borgata into the following five 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
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest and South
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
IP Casino Resort Spa	Biloxi, Mississippi
Par-A-Dice Hotel and Casino	East Peoria, Illinois
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Treasure Chest Casino	Kenner, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Peninsula
Diamond Jo Dubuque	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Amelia Belle Casino	Amelia, Louisiana
Kansas Star Casino	Mulvane, Kansas
Borgata
Borgata Hotel Casino & Spa	Atlantic City, New Jersey

From March 2010 until September 2014, the equity interest of our joint venture partner in Borgata, MGM Resorts International ("MGM"), was held in a divestiture trust (the "Divestiture Trust"). Upon the transfer of MGM's ownership interest into the Divestiture Trust, we determined that we had control, as defined in the relevant accounting literature, of Borgata and commenced consolidating the business as of that date. After MGM received approval of its application for licensure from the New Jersey Casino Control Commission, on September 30, 2014, the Divestiture Trust was dissolved and MGM reacquired its interest in Borgata and its substantive participation rights in the management of Holding Company. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014. Our income statement and statement of cash flows for the year ended December 31, 2014 include Borgata’s financial results on a full consolidation basis for the nine months ended September 30, 2014, and reflect our accounting for our 50% ownership interest in Borgata by applying the equity method for the remainder of the year. Our income

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statement and statement of cash flows for the year ended December 31, 2015 reflect our accounting for our 50% ownership interest in Borgata by applying the equity method for the entire year.

In addition to these properties, we own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for these operations are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate their marketing efforts on gaming customers from Hawaii.

We operate gaming entertainment properties, most of which also include hotel, dining, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number and spending levels of customers at our properties, which affects our operating results.

Our properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services by cash or credit card.

Our industry is capital intensive and we rely heavily on the ability of our properties to generate operating cash flow in order to fund maintenance capital expenditures, fund acquisitions, provide excess cash for future development, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay income taxes and pay dividends.

Our primary areas of focus are: (i) ensuring our existing operations are managed as efficiently as possible, and remain positioned for growth; (ii) improving our capital structure and strengthening our balance sheet, including paying down debt, improving operations and diversifying our asset base; and (iii) successfully implementing our growth strategy, which is built on identifying development opportunities and acquiring assets that are a good strategic fit and provide an appropriate return to our shareholders.

Our Strategy

Our overriding strategy is to increase shareholder value. We are focused on the following strategic initiatives to improve and grow our business.

Strengthening our Balance Sheet

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

Operating Efficiently

We are committed to operating more efficiently, and endeavor to prevent unneeded expense in our business. The efficiencies of our business model position us to flow a substantial portion of revenue gains directly to the bottom line. Margin improvements will remain a driver of profit growth for us going forward.

Evaluating Acquisition Opportunities

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

Maintaining our Brand

The ability of our employees to deliver great customer service helps distinguish our Company and our brands from our competitors. Our employees are an important reason that our customers continue to choose our properties over the competition across the country.

Our Key Performance Indicators

We use several key performance measures to evaluate the operations of our properties. These key performance measures include the following:

• Gaming revenue measures:

• Slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash deposited in table games drop boxes, plus the sum of markers issued at all table games. Slot handle and table game drop 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. Slot win and table game hold percentages represent the relationship between slot handle and table game drop to gaming wins and losses.

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• Food and beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers") is an indicator of volume; and the cost per guest served is a measure of operating margin.

• Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; and average daily rate ("ADR"), which is a price measure.

RESULTS OF OPERATIONS

Overview

	Year Ended December 31,
(In millions)	2015		2014			2013
Net revenues	$	2,199.4	$	2,701.3		$	2,894.4
Operating income	344.6		251.5			278.3
Net income (loss) attributable to Boyd Gaming Corporation	47.2		(53.0		)	(80.3		)

Net Revenues

Net revenues decreased approximately $501.9 million, or 18.6%, for 2015 as compared to 2014 due to the deconsolidation of Borgata as of September 30, 2014, resulting in a $559.1 million decrease in net revenues compared to the prior year. Offsetting this decrease were increases of $20.8 million and $17.5 million in net revenues in the Midwest and South segment and the Las Vegas Locals segment, respectively. These increases were due primarily to improved slot hold percentage in both segments, as well as an increase in ADR in the Las Vegas Locals segment.

In 2014, net revenues decreased approximately $193.1 million, or 6.7%, for 2014 as compared to 2013 due primarily to the deconsolidation of Borgata as of September 30, 2014, resulting in a $157.1 million decrease in net revenues compared to the prior year. In addition, there were decreases of $32.7 million and $26.4 million in net revenues in the Midwest and South segment and the Peninsula segment, respectively. These decrease were due primarily to a decrease in slot volume in both segments, and, to a lesser extent, a decrease in slot hold percentage in the Midwest and South segment. Partially offsetting the revenue declines was the addition of $20.6 million of revenues, reported during the period prior to its deconsolidation, from Borgata's real-money online gaming website, launched in fourth quarter 2013.

Operating Income

In 2015, our operating income increased $93.1 million from the operating income reported for 2014. The increase is due to a $42.2 million decrease in impairment charges in 2015 compared to in the prior year, as well as the impact of increased net revenues of our wholly-owned properties and controlled operating expenses in all segments.

In 2014, our operating income decreased $26.8 million from the operating income reporting for 2013. The decrease is due to approximately $50.4 million increase in impairment charges in 2014 compared to in the prior year, including $20.4 million and $18.0 million related to Par-A-Dice and Blue Chip gaming licenses, respectively, and $12.1 million related to the deconsolidation of Borgata. Partially offsetting the impairment charges were improved operating margins, reflecting our continuing emphasis on controlling our costs.

Net Income (Loss) Attributable to Boyd Gaming Corporation

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

The variations in the net loss attributable to Boyd Gaming Corporation over the 2014 and 2013 reporting periods are also primarily due to the fluctuations in the impairment charges each period. Also contributing to the variations are the impact on the net loss of our income tax provision, and increases in interest expense due to the incremental debt incurred to fund the 2012 acquisition of Peninsula. These items are discussed further below.

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Operating Revenues

We derive the majority of our gross revenues from our gaming operations, which generated approximately 76% of gross revenues for 2015 and 74% of gross revenues in both 2014 and 2013. Food and beverage gross revenues represent our next most significant revenue source, generating approximately 13% of gross revenues for 2015, 2014, and 2013. Room revenues and other revenues separately contributed less than 10% of gross revenues during each year.

	Year Ended December 31,
(In millions)	2015			2014			2013
REVENUES
Gaming	$	1,847.2		$	2,307.6		$	2,479.0
Food and beverage	307.4			408.2			446.4
Room	163.5			248.2			265.4
Other	124.0			154.2			165.2
Gross revenues	2,442.1			3,118.2			3,356.0
Less promotional allowances	242.7			416.9			461.6
Net revenues	$	2,199.4		$	2,701.3		$	2,894.4
COSTS AND EXPENSES
Gaming	$	900.9		$	1,087.9		$	1,170.8
Food and beverage	168.1			222.4			240.1
Room	41.3			51.9			54.3
Other	80.5			112.2			121.6
Total costs and expenses	$	1,190.8		$	1,474.4		$	1,586.8
MARGINS
Gaming	51.23		%	52.86		%	52.77		%
Food and beverage	45.32		%	45.52		%	46.21		%
Room	74.74		%	79.09		%	79.54		%
Other	35.08		%	27.19		%	26.39		%

For the year ended December 31, 2015, Boyd Gaming recorded the financial results of Borgata by applying the equity method. For the year ended December 31, 2014, Boyd Gaming consolidated the financial results of Borgata for the first nine months of the period, and recorded the results by applying the equity method for the last three months of the year. For the year ended December 31, 2013, Boyd Gaming consolidated the financial results of Borgata.

Gaming

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. Gross gaming revenues decreased by $460.4 million, or 20.0%, during 2015 as compared to the prior year due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $507.8 million decrease in the Company's consolidated gross gaming revenues. Partially offsetting this decrease were increases in gross gaming revenues in all segments, in particular, $18.1 million and $11.2 million increases in the Midwest and South segment and the Las Vegas Locals segment, respectively, primarily related to increases in slot hold and table game hold percentages. Our overall slot hold and table game hold increased 0.1% and 0.3%, respectively, from 2014 to 2015. Gaming expenses decreased $187.0 million, of which $199.5 million was due to the deconsolidation of Borgata.

In 2014, gross gaming revenues decreased by $171.4 million, or 6.9%, during 2014 as compared to the prior year largely due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $143.7 million decrease in the Company's consolidated gross gaming revenues. Additionally, the Midwest and South segment and Peninsula segment experienced decreases of $30.9 million and $26.8 million, respectively, primarily related to 5.09% and 5.91% decreases in slot handle, respectively. Our overall slot handle and slot hold decreased 4.5% and 3.6%, respectively, from 2013 to 2014, while gaming margin remained relatively unchanged.

Food and Beverage

Food and beverage revenues decreased $100.8 million, or 24.7%, during 2015 as compared to 2014 due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $104.8 million decrease in the Company's consolidated food and beverage

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revenues. Offsetting this decrease were increases of food and beverage revenues of $3.2 million and $1.9 million in the Las Vegas Locals segment and Downtown Las Vegas segment, respectively, related in increases in average guest check. The deconsolidation of Borgata as of September 30, 2014, accounted for $53.7 million of the $54.3 million decrease in food and beverage expense from the prior period.

Food and beverage revenues decreased $38.1 million, or 8.5%, during 2014 as compared to 2013 primarily due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $32.1 million decrease in the Company's consolidated food and beverage revenues. Additionally, food and beverage revenues further decreased due to a 3.1% decrease in the number of food covers, which was partially offset by a 3.3% increase in average guest check. The deconsolidation of Borgata as of September 30, 2014, accounted for $16.6 million of the $17.7 million decrease in food and beverage expense from the prior period.

Room

Room revenues decreased by $84.7 million, or 34.1%, in 2015 compared to 2014 due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $90.8 million decrease in the Company's consolidated room revenues. The decline was offset by a $6.4 million increase in the Las Vegas Locals segment due primarily to an 11.0% average daily rate increase.

Room revenues decreased by $17.1 million, or 6.5%, in 2014 compared to 2013 due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $26.0 million decrease in the Company's consolidated room revenues in the fourth quarter of 2014. The decline was offset by a $7.2 million increase due primarily to a 2.0% hotel occupancy increase in the Midwest and South segment, and a 5.7% and 3.4% increase in ADR in the Las Vegas and Downtown segments, respectively.

Other

Other revenues relate to patronage visits at the amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues decreased by $30.2 million, or 19.6%, during 2015 as compared to the prior year due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $31.9 million decrease in the Company's consolidated other revenues.

Other revenues decreased by $11.0 million, or 6.7%, during 2014 as compared to the prior year largely due to the deconsolidation of Borgata as of September 30, 2014, which resulted in a $9.0 million decrease in the Company's consolidated other revenues. Other operating margin improved 0.8 percentage points due to our cost containment measures.

Revenues by Reportable Segment

The following table presents our net revenues by Reportable Segment:

	Year Ended December 31,
(In millions)	2015		2014		2013
Net Revenues by Reportable Segment
Las Vegas Locals	$	610.1	$	592.7	$	591.5
Downtown Las Vegas	234.2		224.1		222.7
Midwest and South	852.3		831.5		864.2
Peninsula	502.8		493.9		520.3
Borgata (1)	—		559.1		695.7
Net revenues	$	2,199.4	$	2,701.3	$	2,894.4

(1) The 2014 Borgata Net Revenues only include amounts through September 30, 2014, due to the deconsolidation that occurred on that date.

Las Vegas Locals

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

Net revenues for our Las Vegas Locals segment in 2014 increased $1.2 million compared to the prior year. Increases of 9.6% in room revenues and 2.4% in food and beverage revenues were offset by a 1.2% decrease in gaming revenues and a 2.9% increase in promotional allowances. The increase in room revenues reflects a 5.7% increase in ADR. The average guest check increased 7.4%, while the number of covers decreased 3.7%. The decrease in gaming revenues resulted primarily from a 2.8% decline in slot drop.

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Downtown Las Vegas

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

Net revenues increased by 0.7% in 2014 as compared to the prior year due to 2.5% increases in both room and other revenues. Room revenues increased due to a 3.4% increase in ADR. Other revenue increases were related to amenity offerings at the casinos and revenues generated by the travel agency we operate.

Midwest and South

Net revenues increased $20.8 million, or 2.5%, during 2015 as compared to 2014. This increase was primarily due to an $18.1 million, or 2.4%, increase in gaming revenues coupled with a $2.2 million, or 8.6%, increase in other revenues, and a $4.0 million decrease in promotional allowances. Table games hold percentage and slot hold percentage increased 0.6% and 0.1%, respectively, as compared to prior year. Food revenues decreased $2.2 million, or 2.0%, due primarily to a decrease in food covers. Room revenues remained largely consistent with the prior year.

Net revenues decreased $32.8 million during 2014 as compared to 2013. This decrease was primarily due to a $30.9 million, or 4%, decrease in gaming revenues. Slot handle and slot win decreased 5.1% and 3.7%, respectively, as compared to prior year, and table game drop decreased 4.9% over the same period. Food revenues decreased $3.9 million, or 3.3%, due to a 2.5% decrease in food covers with no significant change in the average guest check. Room revenues remained largely consistent with the prior year.

Peninsula

In 2015, net revenues for the Peninsula segment increased $9.0 million, or 1.8%, compared to 2014 due primarily to an $8.5 million, or 1.9%, increase in gaming revenues. Gaming revenue growth was driven by a continuing economic recovery and increase in consumer spending combined with more favorable weather conditions in the respective markets in the first quarter. Food and beverage revenues increased $1.1 million, or 2.9%, from 2014 resulting largely from an 8.0% increase in average guest check not fully offset by an increase in cost per cover.

The decrease in net revenues for the Peninsula segment of $26.5 million, or 5.1%, in 2014 as compared to 2013 reflects a $26.8 million, or 5.5%, decrease in gaming revenues. Slot handle and slot win decreased 5.9% and 6.1%, respectively, as compared to prior year. Over the same period, table game drop and table game win decreased 6.1% and 2.8%, respectively. Food and beverage revenues decreased $1.4 million, or 3.7% from 2013 resulting largely from a decrease in food covers not fully offset by an increase in average guest check.

Borgata

The decrease in Borgata segment net revenues from 2014 to 2015 is a result of the deconsolidation of Borgata as of September 20, 2014. For the year ended December 31, 2015, Boyd Gaming recorded the financial results of Borgata by applying the equity method. For the year ended December 31, 2014, Boyd Gaming consolidated the financial results of Borgata for the first nine months of the period, and recorded the results by applying the equity method for the last three months of the year. For the year ended December 31, 2013, Boyd Gaming consolidated the financial results of Borgata.

The decrease in Borgata segment net revenues from 2013 to 2014 is almost entirely a result of the deconsolidation of Borgata as of September 30, 2014, and the exclusion of its net revenues for the period following its deconsolidation in the segment reporting table. Through the date of deconsolidation, Borgata's net revenues for the nine months ended September 30, 2014, as compared to the nine months ended September 30, 2013 increased by $20.5 million, or 3.8%. Borgata's real-money online gaming website, launched in the fourth quarter of 2013, contributed $20.6 million to our net revenues in 2014, while the land-based operation experienced a revenue decline of $0.1 million.

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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)	2015		2014			2013
Selling, general and administrative	$	322.4	$	429.5		$	490.2
Maintenance and utilities	104.5		156.7			166.4
Depreciation and amortization	207.1		251.0			278.4
Corporate expense	76.9		75.6			63.2
Project development, preopening and writedowns	6.9		14.4			14.6
Impairment of assets	18.6		60.8			10.4
Other operating items, net	0.9		(2.1		)	6.0

Selling, General and Administrative

Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of gross revenues, were 13.2%, 13.8% and 14.6% for 2015, 2014 and 2013, respectively. The decreasing margin reflects the deconsolidation of Borgata, which had selling, general and administrative expenses as a percentage of gross revenues of 13.9% for the nine months ended September 30, 2014, and 16.3% for the year ended December 31, 2013, during which periods Boyd Gaming consolidated the financial results of Borgata. Additionally, we continue to focus on disciplined and targeted marketing spend, and our ongoing cost containment efforts.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of gross revenues, were 4.3%, 5.0% and 5.0% for 2015, 2014 and 2013, respectively. The decreases between the periods are primarily due to the fact that no major maintenance projects were undertaken in the periods, coupled with cost reductions associated with the Company's energy savings initiatives. Additionally, in periods prior to its deconsolidation as of September 30, 2014, Borgata's maintenance and utilities expenses as a percentage of gross revenues, which were higher than the Company's overall average, were included in the total expense amount.

Depreciation and Amortization

Depreciation and amortization expense, as a percentage of gross revenues, was 8.5%, 8.1% and 8.3% for 2015, 2014 and 2013, respectively. In periods prior to its deconsolidation as of September 30, 2014, Borgata's depreciation expense as a percentage of gross revenues, which was lower than the Company's overall average, were included in the total expense amount and resulted in an increased percentage for the Company upon Borgata's deconsolidation.

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 remained largely consistent from 2014 to 2015. The levels of corporate expense, as a percentage of gross revenues, for 2015, 2014 and 2013 were 3.2%, 2.4% and 1.9%, respectively. The increase from 2014 to 2015 is primarily a result of the decrease in gross revenues associated with the deconsolidation of Borgata as of September 30, 2014. The increase in 2014 over the prior year is primarily a result of increased legal expenses, insurance costs and share-based compensation expense.

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities, including internet gaming, and do not qualify as capital costs; and (iii) asset write-downs.

Impairment of Assets

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

Impairment of assets in 2014 include a $12.1 million charge due to the deconsolidation of Borgata, non-cash impairment charges of $38.3 million for gaming licenses in our Midwest and South segment, $1.4 million for gaming licenses in our Peninsula segment, $0.3 million in Peninsula trademarks and an $8.7 million charge to write down the value of certain non-operating assets.

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During 2013, impairment of assets include a $5.0 million charge to impair Borgata's New Jersey Casino Reinvestment Development Authority ("CRDA")-related deposits, a $3.2 million charge to recognize the impairment of certain trademarks, and a $0.9 million charge for the impairment of the gaming license in our Midwest and South segment.

Other Operating Items, Net

Other operating items, net, in 2015 and in general are comprised of miscellaneous non-recurring operating charges, including direct and non-reimbursable costs associated with natural disasters and severe weather, including hurricane and flood expenses and subsequent recoveries of such costs, as applicable. During 2014, other operating costs comprised primarily of insurance recoveries of $2.2 million. During 2013, other operating costs totaled $6.0 million, including a $2.1 million charge at Borgata to adjust self-insurance reserves related to prior periods.

Other Expense (Income)

Interest Expense, net

	Year Ended December 31,
(In millions)	2015			2014			2013
Interest Expense, net
Boyd Gaming Corporation	$	151.2		$	153.5		$	177.8
Peninsula	71.5			74.7			80.7
Borgata (1)				53.3			81.3
Variable interest entity							2.4
	$	222.7		$	281.5		$	342.2
Average Long-Term Debt Balance
Boyd Gaming Corporation	$	2,370.6		$	2,426.0		$	2,529.9
Peninsula	1,045.9			1,119.9			1,179.5
Borgata (1)(2)				794.2			795.9
Weighted Average Interest Rates
Boyd Gaming Corporation	5.2		%	5.3		%	5.7		%
Peninsula	5.6		%	5.5		%	5.8		%
Borgata (1)(2)				8.3		%	8.1		%
Mix of Debt at Year End
Boyd Gaming Corporation
Fixed rate debt	47.6		%	35.6		%	34.5		%
Variable rate debt	52.4		%	64.4		%	65.5		%
Peninsula
Fixed rate debt	34.6		%	32.0		%	30.4		%
Variable rate debt	65.4		%	68.0		%	69.6		%
Borgata (2)
Fixed rate debt							48.4		%
Variable rate debt							51.6		%

(1) Amounts reflected for Borgata in 2014 are for the period prior to its deconsolidation.

(2) As a result of the deconsolidation of Borgata we do not include debt balance or interest rate information for 2015, or mix of debt at December 31, 2015 and 2014.

On a consolidated basis, interest expense, net of capitalized interest and interest income, for 2015 decreased $58.8 million, or 20.9%, over the prior year due primarily to the deconsolidation of Borgata as of September 30, 2014. For Boyd Gaming, interest expense, net, decreased $2.3 million, or 1.5%, reflecting a $55.4 million reduction in average long-term borrowing outstanding and a lower average interest rate in 2015. Interest expense, net, for Peninsula for 2015 reflects a $3.3 million, or 4.4%, decrease compared to 2014 due primarily to a $74.0 million reduction in average long-term borrowings outstanding in 2015.

On a consolidated basis, interest expense, net of capitalized interest and interest income, for 2014 decreased $60.7 million, or 17.7%, over the prior year due primarily to the deconsolidation of Borgata as of September 30, 2014. For Boyd Gaming, interest expense decreased $24.3 million, or 13.7%, reflecting the decrease in debt and the lower average interest rate in 2014. Interest

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expense, net, for Peninsula for 2014 reflects a $6.0 million, or 7.4%, decrease compared to 2013 primarily due to a 30 basis point reduction in our weighted average borrowing rate and a $59.6 million reduction in average long-term borrowings outstanding during the year ended December 31, 2014 as compared to the year ended December 31, 2013. The decline in interest expense, net, at Borgata for 2014 versus 2013 is due to the impact its deconsolidation in the fourth quarter of the current year as well as the impact of debt refinancing activities that reduced Borgata's weighted average interest rate in the first nine months of the year.

Loss on Early Extinguishments of Debt

During the year ended December 31, 2015, as a result of the extinguishment of Boyd Gaming's 9.125% Senior Notes due December 2018, the Company incurred $24.0 million in premium and consent fees. Additionally, related to the extinguishment of the HoldCo Note and $204.6 million in optional prepayments of the Term Loans under the Boyd Gaming Credit Facility and Peninsula Credit Facility, the Company recorded a $16.7 million non-cash loss for the write-off of an unamortized discount and deferred financing costs representing the ratable reduction in borrowing capacity.

During the year ended December 31, 2014, as a result of $42.5 million in prepayments under a term loan agreement, the Company incurred a $1.5 million non-cash loss for the write-off of deferred financing costs representing the ratable reduction in borrowing capacity.

During the year ended December 31, 2013, we recognized a total of $54.2 million in losses on early extinguishments of debt arising from our refinancing and debt modification activities. Boyd incurred $25.0 million in such charges due to the refinancing of its bank credit facility, and the early retirements of its 6.75% Senior Subordinated Notes due 2014 and 7.125% Senior Subordinated Notes due 2016. Peninsula reported a charge of $3.3 million due to the modification of its bank credit facility and the early retirement of a portion of its bank credit facility. Borgata recognized charges of $25.9 million due to the early retirement of its 9.50% Senior Secured Notes due 2015 and the refinancing of its bank credit facility.

Income Taxes

The effective tax rate on income or loss from continuing operations during 2015, 2014 and 2013 was (17.9%), (1.9%) and (2.9%), respectively. Our tax rate is impacted by adjustments that are largely independent of our operating results before taxes. The tax provision or benefit for the years ended December 31, 2015, 2014 and 2013 was adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets. The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset our net operating loss or other deferred tax assets in determining our valuation allowance. In 2015, the tax benefit was favorably impacted by the partial release of the valuation allowance attributable to income from continuing operations, the federal and state release of unrecognized tax benefits (including associated interest reserves) in connection with our Internal Revenue Service (“IRS”) and New Jersey income tax examinations and impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets. Additionally, the tax provision for the years ended December 31, 2014 and 2013 was adversely impacted by the valuation allowance applied to our federal and state income tax net operating losses and certain other deferred tax assets. In 2014, the tax provision was favorably impacted by impairment charges to indefinite lived intangible assets which resulted in a reduction in our recognized deferred tax liability on these assets, tax adjustments related to the deconsolidation of Borgata and, as a result of statute expirations, the realization of certain unrecognized tax benefits, inclusive of the reversal of related accrued interest. In 2013, the tax provision was favorably impacted by the partial resolution of certain proposed adjustments raised in connection with our 2005-2009 IRS examination, principally resulting in the reversal of interest accrued on unrecognized tax benefits.

A full valuation allowance has been recorded against our deferred tax assets as of December 31, 2015 due to uncertainties related to our ability to utilize these assets. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above. Based on recent earnings, there is a possibility that, within the next year, sufficient positive evidence may become available to reach a conclusion that all or a portion of the valuation allowance will no longer be needed. As such, the Company may release a portion of its valuation allowance against its deferred tax assets within the next 12 months. However, the exact timing will be dependent on the levels of income achieved and management's visibility into future period results. The release of our valuation allowance would result in the recognition of certain deferred tax assets and a non-cash income tax benefit in the period in which the release is recorded.

LIQUIDITY AND CAPITAL RESOURCES

Financial Position

Due to our organization and debt structures, we separately manage the working capital positions of Boyd Gaming and Peninsula, including the levels of cash and indebtedness. For purposes of this discussion, we will refer to each of the subdivisions of our

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Company as a "Business" and collectively as the "Businesses". Each of the Businesses operates with minimal or negative levels of working capital in order to minimize borrowings and related interest costs.

The cash balances and working capital deficits of the Businesses at December 31, 2015 and 2014 were as follows:

	December 31,
(In millions)	2015			2014
Cash and cash equivalents balance:
Boyd Gaming Corporation	$	129.3		$	115.4
Peninsula	29.6			29.9
Working capital deficit:
Boyd Gaming Corporation	$	(79.5	)	$	(88.1	)
Peninsula	(17.9		)	(22.9		)

The Businesses’ respective bank credit facilities generally provide any necessary funds for day-to-day operations, interest and tax payments, as well as capital expenditures. On a daily basis, we evaluate each Business’s cash position and adjust the balance under its respective bank credit facility, as necessary, by either borrowing or paying down with excess cash. We also plan the timing and the amounts of each Business’s capital expenditures. We believe that the borrowing capacity under each Business’s bank credit facility, subject to restrictive covenants, and cash flows from operating activities will be sufficient to meet the Business’s projected operating and maintenance capital expenditures for at least the next twelve months. The source of funds available to each Business for the repayment of its debt or to fund development projects is derived primarily from its respective cash flows from operations and availability under its bank credit facility, to the extent availability exists after it meets its respective working capital needs, and subject to restrictive covenants.

Each of the Businesses could 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. If availability does not exist under the Business’s bank credit facility, or it is not otherwise able to draw funds on its bank credit facility, additional financing may not be available to the Business, and if available, may not be on terms favorable to the Business.

Cash Flows Summary

	Year Ended December 31,
(In millions)	2015			2014			2013
Net cash provided by operating activities	$	339.8		$	322.9		$	277.0
Cash Flows from Investing Activities
Capital expenditures	(131.2		)	(149.4		)	(144.5		)
Distribution from unconsolidated subsidiary	—			—			—
Deconsolidation of Borgata	—			(26.9		)	—
Proceeds from sale of Echelon, net	—			—			343.8
Cash paid for exercise of LVE Energy Partners, LLC option	—			—			(187.0		)
Other investing activities	4.5			(3.7		)	7.3
Net cash provided by (used in) investing activities	(126.7		)	(180.0		)	19.6
Cash Flows from Financing Activities
Net proceeds (payments) of debt	(203.4		)	(177.2		)	(594.3		)
Share-based compensation activities, net	3.7			1.8			13.8
Proceeds from sale of common stock, net	—			—			216.5
Other financing activities	—			—			(2.2		)
Net cash provided by (used in) financing activities	(199.7		)	(175.4		)	(366.2		)
Net cash provided by (used in) discontinued operations	—			—			54.6
Net increase (decrease) in cash and cash equivalents	$	13.4		$	(32.5	)	$	(15.0	)

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Cash Flows from Operating Activities

During 2015, 2014 and 2013, we generated net operating cash flow of $339.8 million, $322.9 million and $277.0 million, respectively. Generally, operating cash flows increased $17.0 million in 2015 compared to 2014 due to the flow through effect of higher revenues and a $14.1 million distribution received from our unconsolidated subsidiary, partially offset by the timing of working capital spending. Operating cash flows increase $45.8 million in 2014 compared to 2013 and was favorably impacted by a decrease in cash interest paid of $55.7 million due to a reduction in the weighted average interest rate and long-term debt outstanding (as discussed above).

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

During 2014, we incurred net cash outflows for investing activities of $180.0 million due to our capital expenditures during the period of $149.4 million, and the $26.9 million reduction in cash due to the deconsolidation of Borgata on September 30, 2014.

In 2013, as a result of the disposition of Echelon, we generated net cash inflows from investing activities of $19.6 million. After consideration of the payment to exercise of the LVE option, the sale of Echelon generated approximately $157.0 million in cash. Our capital expenditures for 2013 totaled $144.5 million.

Cash Flows from Financing Activities

We rely upon our financing cash flows to provide funding for investment opportunities, repayments of obligations and ongoing operations.

In 2015 and 2014, our net cash outflows for financing activities totaled $199.7 million and $175.4 million, respectively, as we used cash generated from operations to extinguish outstanding debt in both years. In 2013, we also used cash generated from an equity offering and asset dispositions to extinguish outstanding debt.

Cash Flows from Discontinued Operations

As a result of the sale of the Dania Jai-Alai business in May 2013, we have presented the results of the Dania Jai-Alai business as discontinued operations through the date of sale. The net cash inflow of $54.6 million in 2013 reflects the net cash received upon the sale of Dania, net of cash used in operations prior to the sale of $2.1 million.

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Indebtedness

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

(In millions)	December 31, 2015		December 31, 2014		Increase/ (Decrease)
Boyd Gaming Corporation Debt:
Bank credit facility	$	1,209.7	$	1,387.4	$	(177.7	)
9.125% senior notes due 2018	—		500.0		(500.0		)
9.00% senior notes due 2020	350.0		350.0		—
6.875% senior notes due 2023	750.0		—		750.0
HoldCo Note	—		151.8		(151.8		)
	2,309.7		2,389.2		(79.5		)
Peninsula Segment Debt:
Bank credit facility	662.8		742.4		(79.6		)
8.375% senior notes due 2018	350.0		350.0		—
	1,012.8		1,092.4		(79.6		)
Total long-term debt	3,322.5		3,481.6		(159.1		)
Less current maturities	29.8		29.8		—
Long-term debt, net	$	3,292.7	$	3,451.8	$	(159.1	)

The amount of current maturities includes certain non-extending balances scheduled to be repaid within the next twelve months under the bank credit facilities.

Boyd Gaming Corporation Debt

Bank Credit Facility

On August 14, 2013, we entered into a Third Amended and Restated Credit Agreement (the "Boyd Gaming Credit Facility"), among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender. The Boyd Gaming Credit Facility replaced the Second Amended and Restated Credit Agreement (the "Prior Credit Facility") dated as of December 17, 2010.

The Boyd Gaming Credit Facility provides for: (i) a $600.0 million senior secured revolving credit facility including a $100.0 million swing loan sublimit (the "Revolving Credit Facility"); (ii) a $250.0 million senior secured term A loan (the "Term A Loan"); and (iii) a $900.0 million senior secured term B loan (the "Term B Loan"). The Revolving Credit Facility and Term A Loan mature in August 2018 (or earlier upon the occurrence or non-occurrence of certain events) and the Term B Loan matures in August 2020 (or earlier upon occurrence or non-occurrence of certain events). The Term A Loan and Term B Loan were fully funded on the closing date. Proceeds from the Boyd Gaming Credit Facility were used to refinance all outstanding obligations under the Prior Credit Facility and to fund transactions costs in connection with the Boyd Gaming Credit Facility and may be used for working capital and other general corporate purposes. During 2013, we recognized approximately $20.8 million on the loss on the early extinguishment of the Prior Credit Facility.

The Boyd Gaming 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 the greater of: (i) $400.0 million to be comprised of increases to the Revolving Credit Facility and new or increased term loans plus $150.0 million of increases to the Revolving Credit Facility and (ii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Secured Leverage Ratio (as defined in the Boyd Gaming Credit Agreement) to exceed 4.25 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Pursuant to the terms of the Boyd Gaming Credit Facility: (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; (ii) the loans under the Term B Loan will amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; and (iii) beginning with the fiscal year ending December 31, 2014, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Boyd Gaming Credit Facility.

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The interest rate on the outstanding balance from time to time of the Revolving Credit Facility, Swing Loans 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 2.00% to 3.00% (if using LIBOR) and from 1.00% to 2.00% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.

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

The "base rate" under the Boyd Gaming Credit Facility is 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 Boyd Gaming Credit Facility was 3.8% at December 31, 2015 and 3.7% at December 31, 2014.

Amounts outstanding under the Boyd Gaming Credit Facility may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions. The Boyd Gaming Credit Facility requires that the Company prepay the loans with proceeds of certain asset sales and issuances of certain additional secured indebtedness. In addition, it requires fixed quarterly amortization of principal equal to 1.25% for Term Loan A and 0.25% for Term Loan B of the original aggregate principal amount of the respective Term Loan, and requires that the Company use a portion of its annual excess cash flow to prepay the loans.

The Boyd Gaming Credit Facility contains certain financial and other 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 (as discussed below); (iii) establishing a maximum permitted secured leverage ratio (as discussed below); (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.

The Company's obligations under the Boyd Gaming 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 Boyd Gaming Credit Facility.

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

	December 31,
(In millions)	2015		2014
Revolving Credit Facility	$	240.0	$	300.0
Term A Loan	183.3		221.4
Term B Loan	730.8		840.8
Swing Loan	55.6		25.2
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	1,209.7	$	1,387.4

After consideration of $7.1 million allocated to support various letters of credit, approximately $297.2 million of availability remained under the Boyd Gaming Credit Facility at December 31, 2015.

Senior Notes

9.00% Senior Notes due July 2020

The 9.00% Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The 9.00% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restrictive subsidiaries (as defined in the indenture governing the 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.

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6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "6.875% Notes"). The 6.875% Notes require semi-annual interest payments on May 15 and November 15 of each year, commencing on November 15, 2015. The 6.875% Notes will mature on May 15, 2023 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.875% Notes, together, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.875% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. Subsequent to May 15, 2018, we may redeem all or a portion of the 6.875% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156% in 2018 to 100% in 2021 and thereafter, plus accrued and unpaid interest and Additional Interest.

The net proceeds from the issuance of the 6.875% Notes were used to redeem our 9.125% Notes and to reduce outstanding borrowings under our Revolving Credit Facility.

In conjunction with the issuance of the 6.875% Notes, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 6.875% Notes using the effective interest method.

The 6.875% Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The 6.875% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restrictive subsidiaries (as defined in the indenture governing the 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.

9.125% Senior Notes due December 2018

During second quarter 2015 we redeemed all of our 9.125% Senior Notes due December 2018 (the "9.125% Notes") at a redemption price of 104.563% plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 9.125% Notes) to the redemption date. The redemption resulted in premium and consent fees paid of $24.0 million and a write-off of unamortized debt financing costs of $4.9 million, all of which were recognized as loss on early extinguishments of debt in our 2015 financial results.

As a result of this redemption, the 9.125% Notes have been fully extinguished.

HoldCo Note

As part of the consideration paid in the November 2012 acquisition of Peninsula, Boyd Acquisition II, LLC ("HoldCo"), an indirect wholly-owned subsidiary of Boyd, issued a promissory note (the "HoldCo Note") to the seller. The principal balance assigned to the HoldCo Note was $143.0 million. At the option of HoldCo, the semi-annual interest on the HoldCo Note could be paid in cash or paid-in-kind and added to the principal balance. In accordance with these terms, $14.8 million of accrued and unpaid interest was added to the principal balance of the HoldCo Note, resulting in a total principal balance of $157.8 million. On November 6, 2015, HoldCo prepaid the HoldCo Note and $5.8 million of related accrued interest. As a result of this redemption, the Company recorded a loss on early extinguishment of debt of $7.9 million during fourth quarter 2015 to write-off the remaining unamortized discount and deferred finance charges.  The redemption was funded with borrowings under the Boyd Gaming Credit Facility.

Peninsula Segment Debt

Bank Credit Facility

The Peninsula bank credit facility provides for a $875.0 million senior secured credit facility (the "Peninsula Credit Facility"), which consists of (a) a term loan facility of $825.0 million (the "Term Loan") and (b) a revolving credit facility of $50.0 million (the "Revolver"). The Revolver consists of up to $15.0 million in swing line loans ("Swing Loan") and a revolving credit facility

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("Revolving Loan") of $50.0 million less Swing Loans outstanding and any amounts allocated to letters of credit. The maturity date for obligations under the Peninsula Credit Facility is November 17, 2017.

The interest rate on the outstanding balance from time to time of the Term Loan is based upon, at Peninsula's option, either: (i) the Eurodollar rate plus 3.25%; or (ii) the base rate plus 2.25%. The interest rate on the outstanding balance from time to time of the Revolver is based upon, at Peninsula's option, either: (i) the Eurodollar rate plus 4.00%; or (ii) the base rate plus 3.00%. The base rate under the Peninsula Credit Facility will be 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 plus 1.00%. The Peninsula Credit Facility also establishes, with respect to outstanding balances under the Term Loan, a minimum Eurodollar rate for any interest period of 1.00%. In addition, Peninsula will incur a commitment fee on the unused portion of the Peninsula Credit Facility at a per annum rate of 0.50%.

The blended interest rate for outstanding borrowings under the Peninsula Credit Facility was 4.3% at both December 31, 2015 and 2014.

At December 31, 2015, approximately $662.8 million was outstanding under the Peninsula Credit Facility and $5.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $30.0 million.

Peninsula's obligations under the Peninsula Credit Facility, subject to certain exceptions, are guaranteed by Peninsula's subsidiaries and are secured by the capital stock and equity interests of Peninsula's subsidiaries. In addition, subject to certain exceptions, Peninsula and each of the guarantors granted the collateral agent first priority liens and security interests on substantially all of the real and personal property (other than gaming licenses and subject to certain other exceptions) of Peninsula and its subsidiaries as additional security for the performance of the obligations under the Peninsula Credit Facility. The obligations under the Revolver rank senior in right of payment to the obligations under the Term Loan.

The Revolver contains certain financial and other covenants, including, without limitation, various covenants requiring the maintenance of: (i) a maximum consolidated leverage ratio over each 12-month period ending on the last fiscal day of each quarter; (ii) a minimum consolidated interest coverage ratio of 2.0 to 1.0 as of the end of each calendar quarter; and (iii) a maximum amount of capital expenditures for each fiscal year. Under the provisions of its debt agreements, substantially all of Peninsula Gaming's net assets were restricted from distribution subject to specific amounts allowed for certain investments and other restricted payments as well as payments under a management services agreement between Peninsula Gaming and Boyd Acquisition, LLC ("Boyd Acquisition").

The Peninsula Credit Facility contains certain financial and other covenants, including, without limitation, various covenants requiring the maintenance of: (i) beginning with the fiscal quarter ended March 31, 2013, a maximum consolidated leverage ratio over each 12-month period ending on the last fiscal day of each quarter; (ii) beginning with the fiscal quarter ended March 31, 2013, a minimum consolidated interest coverage ratio of 2.0 to 1.0 as of the end of each calendar quarter; and (iii) a maximum amount of capital expenditures for each fiscal year. Substantially all of Peninsula's net assets were restricted from distribution under the Peninsula Notes and Credit Facility subject to specific amounts allowed for certain investments and other restricted payments as well as payments under a management services agreement between Peninsula and Boyd Acquisition.

Peninsula's obligations under the Peninsula Credit Facility, subject to certain exceptions, are guaranteed by Peninsula’s subsidiaries and are secured by the capital stock and equity interests of Peninsula's subsidiaries. In addition, subject to certain exceptions, Peninsula and each of the guarantors granted the collateral agent first priority liens and security interests on substantially all of the real and personal property (other than gaming licenses and subject to certain other exceptions) of Peninsula and its subsidiaries as additional security for the performance of the obligations under the Peninsula Credit Facility. The obligations under the Revolver rank senior in right of payment to the obligations under the Term Loan.

Senior Notes

8.375% Senior Notes due February 2018

The 8.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by Peninsula's subsidiaries (other than Peninsula Gaming Corp.). The notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restrictive subsidiaries (as defined in the indenture governing the 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.

Covenant Compliance

As of December 31, 2015, we believe that Boyd Gaming and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.

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Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

(In millions)	Boyd Gaming		Peninsula Segment		Total
For the year ending December 31,
2016	$	21.5	$	8.3	$	29.8
2017	21.5		654.5		676.0
2018	463.0		350.0		813.0
2019	9.0		—		9.0
2020	1,044.7		—		1,044.7
Thereafter	750.0		—		750.0
Total outstanding principal of long-term debt	$	2,309.7	$	1,012.8	$	3,322.5

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and our Credit Facility. In July 2008, our Board of Directors suspended the quarterly dividend for the current and future periods; therefore, we did not declare a dividend during 2015, 2014 and 2013.

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 the Boyd Gaming 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 the Boyd Gaming Credit Facility.

In July 2008, our Board of Directors authorized an amendment to our existing share repurchase program to increase the total amount of common stock available to be repurchased to $100 million. We are not obligated to purchase any shares under our stock repurchase program, and we did not repurchase any shares of our common stock during 2015, 2014 and 2013. We are currently authorized to repurchase up to an additional $92.1 million in shares of our common stock under the share repurchase program.

We have in the past, and may in the future, acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

Other Items Affecting Liquidity

We anticipate the ability to fund our capital requirements using cash flows from operations and availability under our Boyd and Peninsula credit facilities, 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.

Disposition of Echelon project and Dania

On February 22, 2013, we and Dania Entertainment Center, LLC (the "Buyer") entered into an Asset Purchase Agreement (the "Agreement") for the sale of certain assets and liabilities of the Dania Jai-Alai Business, our pari-mutuel facility, located in Dania Beach, Broward County, Florida at which jai-alai and related gaming operations are conducted, including poker and inter-track wagering, for a purchase price of $65.5 million. The closing of the transactions occurred on May 22, 2013.

On March 1, 2013, we entered into a definitive agreement to sell the Echelon site for $350.0 million in cash. The sale agreement included the 87-acre land parcel as well as site improvements, including the district energy system and central energy center that was to be built by LVE Energy Partners, LLC ("LVE"). The transaction was completed on March 4, 2013, and we received approximately $157.0 million of net proceeds after payment of a portion of the proceeds to a third party to fulfill our obligations to LVE.

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Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

Our estimated total capital expenditures for 2016 are expected to be approximately $192 million, primarily comprised of projects to reposition non-gaming amenities, the hotel expansion project at our Delta Downs property, and various maintenance capital expenditures across our properties. We intend to fund such capital expenditures through our credit facilities and operating cash flows.

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

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CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations as of December 31, 2015:

	Year Ending December 31,
(In millions)	Total		2016		2017		2018		2019		2020		Thereafter
CONTRACTUAL OBLIGATIONS:
Long Term Debt
Boyd Gaming Debt:
Bank credit facility	$	1,209.7	$	21.5	$	21.5	$	463.0	$	9.0	$	694.7	$	—
9.00% senior notes due 2020	350.0		—		—		—		—		350.0		—
6.875% senior notes due 2023	750.0		—		—		—		—		—		750.0
	2,309.7		21.5		21.5		463.0		9.0		1,044.7		750.0
Peninsula Segment Debt:
Bank credit facility	662.8		8.3		654.5		—		—		—		—
8.375% senior notes due 2018	350.0		—		—		350.0		—		—		—
	1,012.8		8.3		654.5		350.0		—		—		—
Total long-term debt	3,322.5		29.8		676.0		813.0		9.0		1,044.7		750.0
Interest on Fixed Rate Debt
Boyd Gaming	520.0		83.1		83.1		83.1		83.1		67.3		120.3
Peninsula	62.2		29.3		29.3		3.6		—		—		—
Interest on Variable Rate Debt (1)
Boyd Gaming Corporation	171.5		45.3		44.5		37.4		28.1		16.2		—
Peninsula	52.4		28.1		24.3		—		—		—		—
Operating Leases	519.4		40.9		44.3		17.2		15.3		13.5		388.2
Purchase Obligations	50.4		17.8		7.6		4.9		2.5		2.3		15.3
TOTAL CONTRACTUAL OBLIGATIONS	$	4,698.4	$	274.3	$	909.1	$	959.2	$	138.0	$	1,144.0	$	1,273.8

(1) Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2015. Estimated interest payments for variable-rate debt are based on rates at December 31, 2015.

(2) Other obligations include various contracted amounts, including 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 facilities. 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.

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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, 2015, we had outstanding letters of credit totaling $12.0 million.

Other Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. In accordance with GAAP, we are required to make estimates and assumptions that affect the reported amounts included in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, management reviews and refines those estimates, the following of which materially impact our consolidated financial statements: the recoverability of long-lived assets; application of acquisition method of accounting; valuation of indefinite-lived intangible assets and goodwill; determination of self-insured reserves; and provisions for deferred tax assets, certain tax liabilities and uncertain tax positions.

Judgments are based on information including, but not limited to, historical experience, industry trends, conventional practices, expert opinions, terms of existing agreements and information from outside sources. Judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from these estimates.

We believe the following critical accounting policies require a higher degree of judgment and complexity, the sensitivity of which could result in a material impact on our consolidated financial statements.

Recoverability of Long-Lived Assets

Our long-lived assets were carried at $2.2 billion at December 31, 2015, or 51.1% 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.

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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.

Accounting for our Investment in Borgata

Upon effectively obtaining control of Borgata in 2010, we applied the acquisition method of accounting we assigned the fair value of identifiable intangible assets such as customer relationships, a trademark and other significant tangible assets, such as long-lived property, to those assets. We performed impairment tests of the indefinite-lived intangible assets in accordance with our existing policy, as discussed below. Additionally, given that the MGM Interest was being held in a trust, we monitored for any potential triggering events which would indicate a possible impairment of the intangible assets or long-lived assets, or that would result in our deconsolidating Borgata.

On September 30, 2014, MGM reacquired its Borgata interest and its substantive participation rights in the management of Holding Company. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests recorded for Holding Company from our balance sheet, and are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations.

We determined the fair value of our investment in Borgata as of the date of deconsolidation using a weighted average allocation of both the income and market approach models. 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 flows of Borgata for a finite period of years and discounting them to present value. The market approach focuses on comparing Borgata to selected reasonable similar (or “guideline”) publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of Borgata relative to the selected guideline companies; and (iii) applied to the operating data of Borgata 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 a sale of Borgata. Using these models, we determined that the fair value of our investment in Borgata at September 30, 2014, was $221.4 million.

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Valuation of Indefinite-Lived Intangible Assets

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and a limitation on the number of licenses available for issuance with these certain jurisdictions. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. These projections are modeled for a five year period.

Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. The projections underlying this discounted cash flow model were forecasted for fifteen years. Applying the selected pretax royalty rates to the applicable revenue base in each period yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive at net, after-tax cash flows. The net, after-tax flows were then discounted to present value utilizing an appropriate discount rate. The present value of the after-tax cash flows were then added to the present value of the amortization tax benefit (considering the 15-year amortization of intangible assets pursuant to recent tax legislation) to arrive at the recommended fair values for the trademarks and trade names.

Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment test and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a discounted cash flow approach. Trademarks are tested for impairment using the relief-from-royalty method. As part of our annual impairment testing, management assesses the likelihood of impairment and solicits third party valuation expertise to assist in the valuation of indefinite-lived intangible assets that are deemed to have a greater likelihood of impairment.

Our annual impairment test, performed as of October 1, 2015, resulted in a $17.5 million impairment charge for one of our gaming licenses.

We evaluate whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. This evaluation required significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this evaluation, we concluded that there had not been any triggering events or changes in circumstances that indicated an impairment condition existed as of December 31, 2015. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future.

Valuation of Goodwill

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

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

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greater likelihood of impairment. We perform the test as of October 1, using a weighting of two different approaches to determine fair value: (i) the income approach; and (ii) the market approach.

The income approach is based on a discounted cash flow method, which focuses on the expected cash flow of the subject company. In applying this approach, the cash flow available for distribution is calculated for a finite period of years. Cash flow available for distribution is defined, for purposes of this analysis, as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the subject company. The cash flow available for distribution and the terminal value (the value of the subject company at the end of the estimation period) are then discounted to present value to derive an indication of value of the business enterprise.

In the valuation of an asset, the income approach focuses on the income-producing capability of the subject asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the asset over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the asset is totaled to arrive at an indication of the fair value of the asset.

The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of an asset, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data are collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the subject asset.

The two methodologies were weighted 60.0% toward the income approach and 40.0% toward the market approach, to arrive at an overall fair value. At October 1, 2015, the fair value of our reporting units exceeded their carrying value. At December 31, 2015, 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 any triggering events or changes in circumstances that indicated an impairment condition existed at December 31, 2015.

Although we satisfied Step One for each reporting unit tested, changes to certain underlying assumptions and variables, many of which are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fair valuation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under the market approach, in the future.

Additionally, several of the assumptions underlying the discounted cash flow method under the income approach could pose a high degree of sensitivity to the resulting fair value. These factors include, but are not limited to, the following: total revenue, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net working capital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our undiscounted cash flows or terminal value or both to adversely and materially change could result in the failure of the Step One test, and a resulting impairment of our goodwill in an amount up to its book value of $685.3 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.

Determination of Self-Insured Reserves

We are fully self-insured for general liability costs and self-insured for workers' compensation costs up to a stop loss limit of $0.5 million. Self-insurance reserves include accruals of estimated settlements for known claims, ("Case Reserves") as well as accruals of estimates for claims incurred but not yet reported ("IBNR"). Case reserves represent estimated liability for unpaid loss, based on a claims administrator's estimates of future payments on individual reported claims, including Loss Adjustment Expenses ("LAE"). Generally, LAE includes claims settlement costs directly assigned to specific claims, such as legal fees. We estimate

49

case and LAE reserves on a combined basis, but do not include claim administration costs in our estimated ultimate loss reserves. IBNR reserves include the provision for unreported claims, changes in case reserves, and future payments on reopened claims.

We have relied upon an industry-based method to establish our self-insurance reserves, which projects the ultimate losses estimated by multiplying the exposures by a selected ultimate loss rate. The selected ultimate loss rates were determined based on a review of ultimate loss rates for prior years, adjusted for loss and exposure trend, and benefit level changes. We believe this method best provides an appropriate result, given the maturing experience and relative stabilization of our claims history. In previous years, and in certain instances, loss rates were based on industry Loss Development Factors ("LDFs"). Industry LDFs are from various national sources for workers compensation and general liability claims, and we utilize the most recent information available, although there is some lag time between compilation and publishing of such reports, during which unfavorable trends or data could emerge, which would not be reflected in our reserves.

For workers' compensation, using payroll by state as weights, we calculate a weighted average industry LDF; for general liability claims, we use gross revenues as weights, and apply to a weighted average Industry LDF to yield an initial expectation of the ultimate loss amount. The paid LDFs are used to determine the percentage of the expected ultimate loss that is expected to be unpaid as of the reserving date. This future unpaid percentage is multiplied by the expected ultimate losses to derive the expected future paid losses. As a loss year matures, the expected future paid losses are replaced by actual paid losses.

In the computation of workers' compensation claims, we exclude any claim which has reached our stop loss limitation; and therefore, we do not include any allowance for expected recoverable from excess or reinsurance. We are, however, contingently liable in the event such reinsurer cannot meet its obligations. Although we place this risk with insurers rated better than A with AM Best, a national insurance company rating agency, there can be no assurance that such reinsurer will be able to meet their obligations in the future. At December 31, 2015, unpaid case reserves on claims in excess of $0.5 million, which we have subrogated to the reinsurer, totaled less than $1.5 million.

In estimating our reserves for unpaid losses, it is also necessary to project future loss payments. Actual future losses will not develop exactly as projected and may, in fact, vary significantly from the projections. Further, the projections make no provision for future emergence of new classes of losses or types of losses not sufficiently represented in our historical database or that are not yet quantifiable. Additionally, our results are estimates based on long term averages. Actual loss experience in any given year may differ from what is suggested by these averages. The sensitivity of key variables and assumptions in the analysis was considered. Key variables and assumptions include (but are not limited to) loss development factors, trend factors and the expected loss rates/ratios used. It is possible that reasonable alternative selections would produce materially different reserve estimates.

Management believes the estimates of future liability are reasonable based upon this methodology; however, changes in key variables and assumptions used above, or generally in health care costs, accident frequency and severity could materially affect the estimate for these reserves.

Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with the usability of operating loss and tax credit carryforwards before expiration, and tax planning alternatives.

The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

50

We have established contingency reserves for material, known tax exposures. Our tax reserves reflect management's judgment as to the resolution of the issues involved if subject to judicial review. While we believe our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a taxing authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves, our income tax expense would include: (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances (i.e., new information) surrounding a tax issue; and (ii) any difference from our tax position as recorded in the financial statements and the final resolution of a tax issue during the period.

Our balance for uncertain tax benefits as of December 31, 2015 was $2.5 million. While we believe that our reserves are adequate to cover reasonably expected tax risks, in the event that the ultimate resolution of our uncertain tax positions differ from our estimates, we may be exposed to material increases in income tax expense, which could materially impact our financial position, results of operations and cash flows.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the consolidated financial statements.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term U.S. treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term LIBOR rates, and short-term Eurodollar rates, and their potential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under ours and Peninsula's bank credit facilities. We do not currently utilize derivative financial instruments for trading or speculative purposes.

Boyd Gaming Credit Facility

Borrowings under Boyd Gaming's Credit Facility are based upon, at our 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 2.00% to 3.00% (if using the Eurodollar rate) and from 1.00% to 2.00% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility. The interest rate on the outstanding balance from time to time of the Term B Loan is based upon, at the Company's option, either: (i) the Eurodollar rate (subject to a 1.00% minimum) plus 3.00%; or (ii) the base rate plus 2.00%. The "base rate" under the Boyd Gaming Credit Facility is 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%.

Peninsula Credit Facility

Borrowings under Peninsula's Credit Facility consist of the Term Loan and the Revolver. The interest rate on the outstanding balance from time to time of the Revolving Loans and Swing Loans are based upon, at Peninsula's option either: (i) the Eurodollar rate plus 4.00%; or (ii) the base rate plus 3.00%. The base rate under the Peninsula Credit Facility is 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 Peninsula Credit Facility also establishes, with respect to outstanding balances under the Term Loan, a minimum Eurodollar rate for any interest period of 1.25%. In addition, Peninsula will incur a commitment fee on the unused portion of the Peninsula Credit Facility at a per annum rate of 0.50%. The interest rate on the outstanding balance of the Peninsula Term Loan is based upon, at Peninsula's option either: (i) the Eurodollar rate plus 3.25%; or (ii) the base rate plus 2.25%.

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.

51

The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:

	Expected Maturity Date
	Year Ending December 31,
(In millions, except percentages)	2016			2017			2018			2019			2020			Thereafter			Total			Fair Value
Boyd Gaming Debt
Long-term debt (including current portion):
Fixed-rate	$	—		$	—		$	—		$	—		$	350.0		$	750.0		$	1,100.0		$	1,145.2
Average interest rate	7.6		%	7.6		%	7.6		%	7.6		%	7.2		%	6.9		%	7.4		%
Variable-rate	$	21.5		$	21.5		$	463.0		$	9.0		$	694.7		$	—		$	1,209.7		$	1,202.9
Average interest rate	3.8		%	3.8		%	3.9		%	4.0		%	4.0		%				3.9		%
Peninsula Segment Debt
Long-term debt (including current portion):
Fixed-rate	$	—		$	—		$	350.0		$	—		$	—		$	—		$	350.0		$	357.0
Average interest rate	8.375		%	8.375		%	8.375		%	—		%	—		%	—		%	8.4		%
Variable-rate	$	8.3		$	654.5		$	—		$	—		$	—		$	—		$	662.8		$	661.1
Average interest rate	4.3		%	4.3		%	—		%	—		%	—		%	—		%	4.3		%

As of December 31, 2015, Boyd's and Peninsula's long-term variable-rate borrowings represented approximately 52.4% and 65.4% of total long-term debt, respectively. Based on December 31, 2015 debt levels, a 100 basis point change in LIBOR or the base rate would cause the annual interest costs to change by approximately $12.1 million for Boyd. Based on December 31, 2015 debt levels, a 100 basis point change in the Eurodollar rate or the base rate would cause the annual interest costs change by approximately $2.5 million for PGL. The impact of a 100 basis point increase in the Eurodollar rate or the base rate is lessened as the current Eurodollar rate at December 31, 2015 is below the established minimum 1.0% rate.

52

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

	December 31, 2015
(In millions)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Corporation Debt
Bank credit facility	$	1,209.7	$	1,197.3	$	1,202.9	Level 2
9.00% senior notes due 2020	350.0		343.0		372.8		Level 1
6.875% senior notes due 2023	750.0		737.0		772.5		Level 1
	2,309.7		2,277.3		2,348.2
Peninsula Segment Debt
Bank credit facility	662.8		648.6		661.1		Level 2
8.375% senior notes due 2018	350.0		343.6		357.0		Level 2
	1,012.8		992.2		1,018.1
Total long-term debt	$	3,322.5	$	3,269.5	$	3,366.3

The estimated fair value of the Boyd Gaming Credit Facility is based on a relative value analysis performed on or about December 31, 2015. The estimated fair value of Peninsula's credit facility is based on a relative value analysis performed on or about December 31, 2015. The estimated fair values of our senior notes and Peninsula's senior notes are based on quoted market prices as of December 31, 2015.

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ITEM 8.    Financial Statements and Supplementary Data

The following consolidated financial statements for the three years in the period ended December 31, 2015 are filed as part of this Report:

	Page No.
Report of Independent Registered Public Accounting Firm	55
Consolidated Balance Sheets at December 31, 2015 and 2014	56
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013	57
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013	58
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013	59
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	60
Notes to Consolidated Financial Statements	62

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").

54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Boyd Gaming Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Boyd Gaming Corporation and subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 25, 2016

55

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

______________________________________________________________________________________________________

	December 31,
(In thousands, except per share data)	2015			2014
ASSETS
Current assets
Cash and cash equivalents	$	158,821		$	145,341
Restricted cash	19,030			18,107
Accounts receivable, net	25,289			27,235
Inventories	15,462			15,161
Prepaid expenses and other current assets	37,250			32,944
Income taxes receivable	1,380			1,243
Deferred income taxes and current tax assets	—			1,919
Total current assets	257,232			241,950
Property and equipment, net	2,225,342			2,286,108
Investment in unconsolidated subsidiary	244,621			222,717
Other assets, net	48,341			52,050
Intangible assets, net	890,054			934,249
Goodwill, net	685,310			685,310
Total assets	$	4,350,900		$	4,422,384
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	29,750		$	29,753
Accounts payable	75,803			85,089
Accrued liabilities	249,518			239,266
Deferred income taxes	—			3,087
Total current liabilities	355,071			357,195
Long-term debt, net of current maturities and debt issuance costs	3,239,799			3,375,098
Deferred income taxes	162,189			142,263
Other long-term tax liabilities	3,085			28,651
Other liabilities	82,745			81,090
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized	—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; 111,614,420 and 109,277,060 shares outstanding	1,117			1,093
Additional paid-in capital	945,041			922,112
Retained earnings (accumulated deficit)	(437,881		)	(485,115		)
Accumulated other comprehensive income (loss)	(316		)	(53		)
Total Boyd Gaming Corporation stockholders’ equity	507,961			438,037
Noncontrolling interest	50			50
Total stockholders’ equity	508,011			438,087
Total liabilities and stockholders’ equity	$	4,350,900		$	4,422,384

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

56

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands, except per share data)	2015			2014			2013
Revenues
Gaming	$	1,847,167		$	2,307,565		$	2,478,983
Food and beverage	307,442			408,236			446,367
Room	163,509			248,222			265,371
Other	123,959			154,170			165,190
Gross revenues	2,442,077			3,118,193			3,355,911
Less promotional allowances	242,645			416,874			461,473
Net revenues	2,199,432			2,701,319			2,894,438
Operating costs and expenses
Gaming	900,922			1,087,901			1,170,843
Food and beverage	168,096			222,393			240,081
Room	41,298			51,906			54,338
Other	80,508			112,248			121,600
Selling, general and administrative	322,420			429,529			490,226
Maintenance and utilities	104,548			156,736			166,398
Depreciation and amortization	207,118			251,044			278,413
Corporate expense	76,941			75,626			63,249
Project development, preopening and writedowns	6,907			14,390			14,608
Impairments of assets	18,565			60,780			10,383
Other operating items, net	907			(2,124		)	5,998
Total operating costs and expenses	1,928,230			2,460,429			2,616,137
Boyd's share of Borgata's operating income	73,421			10,626			—
Operating income	344,623			251,516			278,301
Other expense (income)
Interest income	(1,858		)	(1,879		)	(2,147		)
Interest expense, net of amounts capitalized	224,590			283,387			344,330
Loss on early extinguishments of debt	40,733			1,536			54,202
Other, net	3,676			48			(2,090		)
Boyd's share of Borgata's non-operating items, net	37,422			9,309			—
Total other expense, net	304,563			292,401			394,295
Income (loss) from continuing operations before income taxes	40,060			(40,885		)	(115,994		)
Income taxes benefit (provision)	7,174			(753		)	(3,350		)
Income (loss) from continuing operations, net of tax	47,234			(41,638		)	(119,344		)
Income (loss) from discontinued operations, net of tax	—			—			10,790
Net income (loss)	47,234			(41,638		)	(108,554		)
Net (income) loss attributable to noncontrolling interest	—			(11,403		)	28,290
Net income (loss) attributable to Boyd Gaming Corporation	$	47,234		$	(53,041	)	$	(80,264	)
Basic net income (loss) per common share
Continuing operations	$	0.42		$	(0.48	)	$	(0.94	)
Discontinued operations	—			—			0.11
Basic net income (loss) per common share	$	0.42		$	(0.48	)	$	(0.83	)
Weighted average basic shares outstanding	112,789			109,979			97,243
Diluted net income (loss) per common share
Continuing operations	$	0.42		$	(0.48	)	$	(0.94	)
Discontinued operations	—			—			0.11
Diluted net income (loss) per common share	$	0.42		$	(0.48	)	$	(0.83	)
Weighted average diluted shares outstanding	113,676			109,979			97,243

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

57

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2015			2014			2013
Net income (loss)	$	47,234		$	(41,638	)	$	(108,554	)
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities	(263		)	1,464			(555		)
Comprehensive income (loss)	46,971			(40,174		)	(109,109		)
Less: net income (loss) attributable to noncontrolling interest	—			11,403			(28,290		)
Comprehensive income (loss) attributable to Boyd Gaming Corporation	$	46,971		$	(51,577	)	$	(80,819	)

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

58

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

______________________________________________________________________________________________________

	Boyd Gaming Corporation Stockholders’ Equity
							Retained			Accumulated
				Additional			Earnings/			Other						Total
	Common Stock			Paid-in			(Accumulated			Comprehensive			Noncontrolling			Stockholders'
(In thousands, except share data)	Shares	Amount		Capital			Deficit)			Loss, Net			Interest			Equity
Balances, January 1, 2013	86,871,977	$	869	$	655,694		$	(351,810	)	$	(962	)	$	163,336		$	467,127
Net income (loss)	—	—		—			(80,264		)	—			(28,290		)	(108,554		)
Comprehensive income attributable to Boyd	—	—		—			—			(555		)	—			(555		)
Equity offering	18,975,000	190		216,277			—			—			—			216,467
Stock options exercised	1,848,222	18		13,734			—			—			—			13,752
Release of restricted stock units, net of tax	459,803	5		(2,100		)	—			—			—			(2,095		)
Share-based compensation costs	—	—		18,891			—			—			—			18,891
Other	—	—		—			—			—			45,404			45,404
Balances, December 31, 2013	108,155,002	1,082		902,496			(432,074		)	(1,517		)	180,450			650,437
Net income (loss)	—	—		—			(53,041		)	—			11,403			(41,638		)
Comprehensive (income) loss attributable to Boyd	—	—		(640		)	—			1,464			—			824
Stock options exercised	562,234	6		4,146			—			—			—			4,152
Release of restricted stock units, net of tax	559,824	5		(2,366		)	—			—			—			(2,361		)
Share-based compensation costs	—	—		18,476			—			—			—			18,476
Noncontrolling interests contribution	—	—		—			—			—			30			30
Deconsolidation of Borgata	—	—		—			—			—			(191,833		)	(191,833		)
Balances, December 31, 2014	109,277,060	1,093		922,112			(485,115		)	(53		)	50			438,087
Net income (loss)	—	—		—			47,234			—			—			47,234
Comprehensive (income) loss attributable to Boyd	—	—		—			—			(263		)	—			(263		)
Stock options exercised	1,301,789	13		9,794			—			—			—			9,807
Release of restricted stock units, net of tax	553,822	6		(3,678		)	—			—			—			(3,672		)
Release of performance stock units, net of tax	481,749	5		(2,451		)	—			—			—			(2,446		)
Share-based compensation costs	—	—		19,264			—			—			—			19,264
Balances, December 31, 2015	111,614,420	$	1,117	$	945,041		$	(437,881	)	$	(316	)	$	50		$	508,011

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

59

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(In thousands)	2015			2014			2013
Cash Flows from Operating Activities
Net income (loss)	$	47,234		$	(41,638	)	$	(108,554	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on discontinued operations, net of tax	—			—			(10,790		)
Depreciation and amortization	207,118			251,044			278,413
Amortization of debt financing costs	17,415			18,698			21,381
Amortization of discounts on debt	3,893			7,346			17,999
Share-based compensation expense	19,264			18,476			18,891
Deferred income taxes	16,306			1,488			2,986
Non-cash impairment of assets	18,565			60,780			11,636
Distribution from unconsolidated subsidiary	14,095			—			—
Loss on early extinguishments of debt	40,733			1,536			54,202
Boyd's share of Borgata's net income	(35,999		)	(1,317		)	—
Other operating activities	2,145			566			2,424
Changes in operating assets and liabilities:
Restricted cash	(923		)	(3,243		)	2,214
Accounts receivable, net	1,971			2,373			(10,596		)
Inventories	(301		)	226			(1,181		)
Prepaid expenses and other current assets	(4,275		)	(13,388		)	6,245
Current other tax asset	1,802			3,685			2,171
Income taxes receivable	(137		)	(109		)	1,076
Other assets, net	922			(1,314		)	21,559
Accounts payable and accrued liabilities	13,207			24,214			(31,321		)
Other long-term tax liabilities	(25,566		)	(3,898		)	(4,011		)
Other liabilities	2,377			(2,666		)	2,291
Net cash provided by operating activities	339,846			322,859			277,035
Cash Flows from Investing Activities
Capital expenditures	(131,170		)	(149,374		)	(144,520		)
Deconsolidation of Borgata	—			(26,891		)	—
Proceeds from sale of Echelon, net	—			—			343,750
Cash paid for exercise of LVE option	—			—			(187,000		)
Proceeds from sale of other assets, net	—			—			4,875
Other investing activities	4,528			(3,715		)	2,473
Net cash provided by (used in) investing activities	(126,642		)	(179,980		)	19,578

60

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

_____________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2015			2014			2013
Cash Flows from Financing Activities
Borrowings under Boyd Gaming bank credit facility	1,033,500			830,400			2,920,675
Payments under Boyd Gaming bank credit facility	(1,211,200		)	(910,700		)	(2,927,800		)
Borrowings under Peninsula bank credit facility	345,500			317,400			354,700
Payments under Peninsula bank credit facility	(425,150		)	(377,150		)	(406,950		)
Borrowings under Borgata bank credit facility	—			410,900			444,500
Payments under Borgata bank credit facility	—			(444,900		)	(424,600		)
Proceeds from issuance of senior notes, net	750,000			—			—
Debt financing costs, net	(14,004		)	(288		)	(44,752		)
Payments on retirements of long-term debt	(657,813		)	(2,850		)	(875,487		)
Premium and consent fees paid	(24,246		)	—			—
Payments under note payable	—			(9		)	(10,820		)
Net proceeds from issuance of term loan	—			—			376,200
Share-based compensation activities, net	3,689			1,791			13,752
Proceeds from sale of common stock, net	—			—			216,467
Other financing activities	—			30			(2,095		)
Net cash provided by (used in) financing activities	(199,724		)	(175,376		)	(366,210		)
Cash Flows from Discontinued Operations
Cash flows from operating activities	—			—			(2,144		)
Cash flows from investing activities	—			—			56,751
Cash flows from financing activities	—			—			—
Net cash provided by discontinued operations	—			—			54,607
Change in cash and cash equivalents	13,480			(32,497		)	(14,990		)
Cash and cash equivalents, beginning of period	145,341			177,838			192,545
Change in cash classified as discontinued operations	—			—			283
Cash and cash equivalents, end of period	$	158,821		$	145,341		$	177,838
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	178,433		$	263,935		$	319,620
Cash paid (received) for income taxes, net of refunds	(1,159		)	226			(6,398		)
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	7,235		$	16,902		$	11,511

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

61

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant", "Boyd Gaming," "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".

We are a diversified operator of 21 wholly owned gaming entertainment properties and one property, Borgata Hotel Casino & Spa ("Borgata"), in which we hold a non-controlling 50% equity interest in the limited liability company. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey which we aggregate in order to present the following five 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
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest and South
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
IP Casino Resort Spa	Biloxi, Mississippi
Par-A-Dice Hotel Casino	East Peoria, Illinois
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Treasure Chest Casino	Kenner, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Peninsula
Diamond Jo	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Amelia Belle Casino	Amelia, Louisiana
Kansas Star Casino	Mulvane, Kansas
Borgata
Borgata Hotel Casino & Spa	Atlantic City, New Jersey

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.

62

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries.

On September 30, 2014, our Atlantic City partner reacquired its ownership interest in and its substantive participation rights in the management of Borgata. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests from our balance sheet. We are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. (See Note 3, Deconsolidation of Certain Interests.)

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 material intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at their date of purchase, and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

Restricted Cash

Restricted cash consists primarily of advance payments related to: (i) future bookings with our Hawaiian travel agency; and (ii) amounts restricted by regulation for gaming and racing purposes. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities.

Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value.

The activity comprising our allowance for doubtful accounts is as follows:

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance, January 1,	$	1,971		$	23,908		$	25,693
Additions	361			2,058			2,868
Deductions	(245		)	(4,182		)	(4,653		)
Deconsolidation of Borgata on September 30, 2014	—			(19,813		)	—
Ending balance	$	2,087		$	1,971		$	23,908

Inventories

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

Property and Equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

The estimated useful lives of our major components of property and equipment are:

Building and improvements	3 through 40 years
Riverboats and barges	5 through 40 years
Furniture and equipment	1 through 10 years

63

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. All resulting recognized impairment charges are recorded as Impairment of Assets within operating expenses.

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Interest capitalized during the years ended December 31, 2015, 2014 and 2013 was $0.1 million, $1.4 million and $1.1 million, respectively.

Investment in Unconsolidated Subsidiary

We have a 50% non-controlling investment in Borgata, an unconsolidated subsidiary, accounted for under the equity method since its deconsolidation on September 30, 2014. Under the equity method, carrying value is adjusted for our share of the investees’ earnings and losses, as well as capital contributions to and distributions from this entity.

We evaluate our equity method investment for impairment when events or changes in circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value. If such conditions exist, we compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether such impairment is other than temporary based on its assessment of all relevant factors. Estimated fair value is determined using a discounted cash flow analysis based on estimated future cash flows of the investee.

Investment in Available for Sale Securities

Peninsula has an investment in $21.4 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, 2015 and 2014 was $17.8 million and $18.4 million, respectively. At both December 31, 2015 and 2014, $0.4 million is included in prepaid expenses and other current assets, and $17.4 million and $18.0 million, respectively, is included in other assets, net.

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

(In thousands)
For the year ending December 31,
2016	$	410
2017	440
2018	475
2019	510
2020	550
Thereafter	18,985
Total	$	21,370

64

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Intangible Assets

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

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. Favorable lease rates represent the amount by which acquired lease rental rates are favorable to market terms. These favorable lease values are amortized over the remaining lease term, primarily on leasehold land interests, originally ranging in duration from 41 to 52 years. Development agreements are contracts between two parties establishing an agreement for development of a product or service. These agreements are amortized over the respective cash flow period of the related agreement.

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and between annual test dates in certain circumstances.

We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonable similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonable expected to be realized from the sale of the subject reporting unit.

Player Loyalty Point Program

We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual is included in accrued liabilities on our consolidated balance sheets.

Long-Term Debt, Net

Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). 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.

65

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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, 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 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 future profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies.

Our current rate is impacted by adjustments that are largely independent of our operating results before taxes.  Such adjustments relate primarily to the accrual of non-cash tax expense in connection with the tax amortization of indefinite-lived intangible assets that are not available to offset existing deferred tax assets.  The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets when determining our valuation allowance.

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. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%.

Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet.

Self-Insurance Reserves

We are self-insured for general liability costs and self-insured up to certain stop loss amounts for employee health coverage and workers' compensation costs. 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.

66

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance	$	33,004		$	44,073		$	38,663
Additions
Charged to costs and expenses	80,311			95,269			110,683
Payments made	(83,247		)	(93,168		)	(105,273		)
Deconsolidation of Borgata	—			(13,170		)	—
Ending balance	$	30,068		$	33,004		$	44,073

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2015, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling interest primarily represents: (i) until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Marina District Development Holding Co., LLC ("Holding Company") held by the Divestiture Trust for the economic benefit of MGM Resorts International ("MGM"), which was initially recorded at fair value at the March 24, 2010 date of the effective change in control; and (ii) until the Echelon sale, which closed on March 4, 2013, all 100% of the members' equity interest in LVE, the variable interest entity which had been consolidated in our financial statements, but in which we held no equity interest.

Revenue Recognition

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

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

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

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

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food and beverage, and to a lesser extent for other goods or services, depending upon the property.

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	77,177	$	132,231	$	147,305
Food and beverage	150,598		190,632		207,072
Other	14,870		94,011		107,096
Total promotional allowances	$	242,645	$	416,874	$	461,473

67

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	35,605	$	53,167	$	58,960
Food and beverage	133,717		168,626		181,689
Other	12,290		20,238		22,667
Total cost of promotional allowances	$	181,612	$	242,031	$	263,316

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 $332.1 million, $370.0 million and $393.0 million for the years ended December 31, 2015, 2014 and 2013, 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 $33.4 million, $50.5 million and $44.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations.

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred and do not qualify as capital costs; and (iii) asset write-downs.

The following reconciles our project development, preopening and writedowns expenses to provide the amounts incurred, net of the amounts eliminated upon the consolidation of LVE prior to the deconsolidation of the entity due to the sale of Echelon:

	Year Ended
(In thousands)	December 31, 2013
Project development, preopening and writedown expense:
Amounts incurred by Boyd Gaming Corporation	$	16,541
Amounts eliminated upon consolidation of LVE	(1,933		)
Amounts reported in our consolidated statements of operations	$	14,608

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions.

68

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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

	Year Ended December 31,
	2015			2014			2013
Expected stock price volatility	49.06		%	54.14		%	73.75		%
Annual dividend rate	—			—			—
Risk-free interest rate	1.59		%	1.64		%	1.40		%
Expected option life (in years)	5.3			5.4			5.3
Estimated fair value per share	$	9.06		$	5.70		$	6.09

Net Income (loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to Boyd Gaming Corporation stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

Due to the net losses for the years ended December 31, 2014 and 2013, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were as follows:

	Year Ended December 31,
(In thousands)	2014	2013
Potential dilutive effect	913.9	955.6

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 which 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.

Discontinued Operations

Our consolidated financial statements reflect the results of operations and cash flows of our Dania Jai-Alai property as discontinued operations. See Note 2, Acquisitions and Divestitures, for further discussion.

Reclassifications

Certain prior period amounts presented in our consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to debt issuance costs being recorded as a direct deduction from the carrying amount of the related debt liability (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). This reclassification reduced our total assets and total liabilities as previously reported in our consolidated balance sheet for December 31, 2014, by $56.5 million. In addition, asset transactions costs that were previously disaggregated in our consolidated statements of operations for the years ended December 31, 2014 and 2013 were accumulated with preopening expenses. This reclassification had no effect on our retained earnings or net loss as previously reported.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Recently Issued Accounting Pronouncements

Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes ("Update 2015-17")

In November 2015, the FASB issued Update 2015-17 which requires that deferred tax assets and liabilities be presented in the balance sheet as noncurrent. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company adopted this change in accounting principle during the fourth quarter 2015 prospectively to all deferred tax liabilities and assets, including any related valuation allowance. The deferred tax liabilities and assets in prior periods were not retrospectively adjusted. The Company determined that the impact of the new standard on its consolidated financial statements was not material.

Accounting Standards Update 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("Update 2015-16")

In September 2015, the FASB issued Update 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Update 2015-16 further requires an entity to present separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The impact of the new standard will depend on any future events whereby we have any business combinations and any adjustments to the provisional amounts identified during the measurement period are recorded.

Accounting Standards Update 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("Update 2015-15")

In August 2015, the FASB issued Update 2015-15, which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements can either be recorded as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, or can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has elected to record debt issuance costs related to line-of-credit arrangements as a direct deduction from the carrying amount of the related debt liability, consistent with the treatment of all other debt issuance costs with the adoption of Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“Update 2015-03”) in the fourth quarter 2015 . See further discussion under Update 2015-03 of the impact of the adoption of Update 2015-15 and Update 2015-03 below.

Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14")

In August 2015, the FASB issued Update 2015-14, which defers the implementation of Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09") for one year from the initial effective date. The initial effective date of Update 2014-09 was for annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. Update 2015-14 extends the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the adoption of Update 2015-14 and 2014-09 to the consolidated financial statements.

Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory ("Update 2015-11")

In July 2015, the FASB issued Update 2015-11, which provides guidance on inventory measurement. Inventory, excluding inventory that is measured using last-in, first-out or the retail inventory method, should be measured at the lower of cost and net realizable value. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-08, Business Combinations ("Update 2015-08")

In May 2015, the FASB issued Update 2015-08, which provides updates to guidance related to pushdown accounting and is effective immediately. The impact of the new standard will depend on any future events whereby we obtain control of an entity and elect to apply pushdown accounting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Accounting Standards Update 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement ("Update 2015-05")

In April 2015, the FASB issued Update 2015-05, which provides guidance on a customer's accounting for cloud computing costs. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs ("Update 2015-03")

In April 2015, the FASB issued Update 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The Company adopted Update 2015-03, including the election under Update 2015-15, in the fourth quarter 2015 and as a result has reclassified debt financing costs, net of $56.5 million as of December 31, 2014 from an asset to a reduction of long-term debt, net of current maturities and debt issuance costs on the consolidated balance sheet. See additional disclosure of such amounts in Note 8, Long-Term Debt.

Accounting Standards Update 2015-02, Amendments to the Consolidation Analysis ("Update 2015-02")

In February 2015, the FASB issued Update 2015-02, which amends the consolidation requirements in Accounting Standards Codification 810 and changes the consolidation analysis required under GAAP. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("Update 2015-01")

In January 2015, the FASB issued Update 2015-01, which eliminated from GAAP the concept of an extraordinary item. An extraordinary item is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under Update 2015-01, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("Update 2014-15")

In August 2014, the FASB issued Update 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-12 Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("Update 2014-12")

In June 2014, the FASB issued Update 2014-12. Update 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09")

In May 2014, the FASB issued Update 2014-09, which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The pronouncement is effective, as amended in Updated 2015-14, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is evaluating the impact of the adoption of Update 2014-09 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

NOTE 2.    ACQUISITIONS AND DIVESTITURES

Disposition of Echelon

On March 1, 2013, we entered into a definitive agreement to sell the Echelon site for $350 million in cash. The sale agreement included the 87-acre land parcel, as well as site improvements. The transaction was completed on March 4, 2013, and we realized approximately $157.0 million in net proceeds from the sale after consideration of direct transaction costs and after payment of a portion of the proceeds to a third party to fulfill our obligations to LVE.

Discontinued Operations - Disposition of Dania Jai-Alai

On May 22, 2013, we consummated the sale of certain assets and liabilities of the Dania Jai-Alia pari-mutuel facility ("Dania Jai-Alia"), with approximately 47 acres of related land located in Dania Beach, Broward County, Florida, for a sales price of $65.5 million. The sale was pursuant to an asset agreement (the "New Dania Agreement") that we entered into with Dania Entertainment Center, LLC ("Dania Entertainment"). As part of the New Dania Agreement, the $5 million non-refundable deposit and $2 million fees paid to us in 2011 by Dania Entertainment were applied to the sales price, and we received $58.5 million in cash and recorded a pre-tax gain of $18.9 million. We have presented the results of Dania Jai-Alai as discontinued operations for all periods presented in these condensed consolidated financial statements.

NOTE 3.    DECONSOLIDATION OF CERTAIN INTERESTS

Borgata Hotel Casino and Spa

The Company and MGM each originally held a 50% interest in Holding Company. Holding Company owns all the equity interests in Marina District Development Company, LLC ("MDDC"), d.b.a. Borgata Hotel Casino and Spa ("Borgata"). We are the managing member of Holding Company, and we are responsible for the day-to-day operations of Borgata.

In February 2010, we entered into an agreement with MGM to amend the operating agreement to, among other things, facilitate the transfer of MGM's interest in Holding Company ("MGM Interest") to a divestiture trust (the "Divestiture Trust") established for the purpose of selling the MGM Interest to a third party. The proposed sale of the MGM Interest through the Divestiture Trust was part of a then-proposed settlement agreement between MGM and the New Jersey Department of Gaming Enforcement (the "NJDGE").

On March 17, 2010, MGM announced that its settlement agreement with the NJDGE had been approved by the New Jersey Casino Control Commission ("NJCCC"). Upon the transfer of MGM's ownership interest into the Divestiture Trust on March 24, 2010, we determined that we had control, as defined in the relevant accounting literature, of Holding Company and commenced consolidating the business as of that date.  Subsequent to a Joint Petition of MGM, the Company and Holding Company, on February 13, 2013, the NJCCC approved amendments to the settlement agreement which permitted MGM to file an application for a statement of compliance, which, if approved, would permit MGM to reacquire its interest in Holding Company.

The NJCCC approved MGM’s application for licensure on September 10, 2014. On September 30, 2014, the Divestiture Trust was dissolved and MGM reacquired its Borgata interest and its substantive participation rights in the management of Holding Company. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests recorded for Holding Company from our balance sheet, and are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value. We determined the fair value of our investment in Borgata as of the date of deconsolidation using a weighted average allocation of both the income and market approach models. 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 flows of Borgata for a finite period of years and discounting them to present value. The market approach focuses on comparing Borgata to selected reasonable similar (or “guideline”) publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of Borgata relative to the selected guideline companies; and (iii) applied to the operating data of Borgata 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 a sale of Borgata. Using these models, we determined that the fair value of our investment in Borgata at September 30, 2014, was $221.4 million and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The following table presents the carrying values of the major categories of assets and liabilities of Borgata, immediately preceding its deconsolidation on September 30, 2014, which were excluded from our consolidated balance sheet as of September 30, 2014:

	September 30,
(In thousands)	2014
ASSETS
Current assets	$	98,119
Long-term assets	1,220,036
Total Assets	$	1,318,155
LIABILITIES AND NONCONTROLLING INTERESTS
Current liabilities	$	106,666
Long-term liabilities	786,278
Noncontrolling interests	191,833
Total Liabilities and Noncontrolling Interests	$	1,084,777

Summarized balance sheet and results of operations information for periods subsequent to the deconsolidation of Borgata on September 30, 2014 is as follows:

Balance Sheet Information	December 31,
(In thousands)	2015		2014
Current assets	$	97,935	$	100,297
Property and other long-term assets, net	1,149,337		1,196,339
Current liabilities	117,452		122,150
Long-term debt and other liabilities	687,307		762,609
Equity	455,685		411,877

Results of Operations Information	Twelve Months Ended			Three Months Ended
(In thousands)	December 31, 2015			December 31, 2014
Net revenues	$	804,166		$	179,147
Operating expenses	657,324			157,896
Operating income	146,842			21,251
Interest expense	59,681			17,431
Loss on early extinguishments of debt	18,895			740
State income tax expense (benefit)	(3,731		)	446
Net income	$	71,997		$	2,634

LVE Energy Partners, LLC

LVE was a joint venture between Marina Energy LLC and DCO ECH Energy, LLC. Through our wholly-owned subsidiary, Echelon Resorts, LLC ("Echelon Resorts"), we had entered into an Energy Sales Agreement ("ESA") with LVE to design, build, own and operate a central energy center and related distribution system for our planned Echelon resort development.

Accounting guidance required us to consolidate LVE for financial statement purposes, as we determined that we were the primary beneficiary of the executory contract, the ESA, giving rise to the variable interest.

In connection with the disposition of Echelon on March 4, 2013, (see Note 2, Acquisitions and Divestitures), we exercised an option to acquire the central energy center assets from LVE for $187.0 million. We immediately sold these assets to the buyer of Echelon and the ESA agreement was terminated. As a result, we ceased consolidation of LVE as of that date.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 4.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2015		2014
Land	$	229,857	$	229,684
Buildings and improvements	2,539,578		2,534,618
Furniture and equipment	1,152,277		1,079,878
Riverboats and barges	238,743		239,669
Construction in progress	42,497		35,675
Other	7,404		11,502
Total property and equipment	4,210,356		4,131,026
Less accumulated depreciation	1,985,014		1,844,918
Property and equipment, net	$	2,225,342	$	2,286,108

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated. Other property and equipment relates to the estimated net realizable value of construction materials inventory that was not disposed of with the sale of the Echelon project. Such assets are not in service and are not currently being depreciated.

Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $179.9 million, $218.6 million and $232.0 million, respectively.

NOTE 5.    INTANGIBLE ASSETS

Intangible assets consist of the following:

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

	December 31, 2014
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	2.9 years	$	139,600	$	(87,642	)	$	—		$	51,958
Favorable lease rates	33.4 years	45,370		(10,956		)	—			34,414
Development agreement	—	21,373		—			—			21,373
		206,343		(98,598		)	—			107,745
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(138,872		)	700,503
		1,002,836		(33,960		)	(142,372		)	826,504
Balance, December 31, 2014		$	1,209,179	$	(132,558	)	$	(142,372	)	$	934,249

Amortizing Intangible Assets

Customer Relationships

Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit.

Favorable Lease Rates

Favorable lease rates represent the rental rates for assumed land leases that are favorable to comparable market rates. The fair value is determined on a technique whereby the difference between the lease rate and the then current market rate for the remaining contractual term is discounted to present value. The assumptions underlying this computation include the actual lease rates, the expected remaining lease term, including renewal options, based on the existing lease; current rates of rent for leases on comparable properties with similar terms obtained from market data and analysis; and an assumed discount rate. The estimates underlying the result covered a term of 41 to 52 years.

Development Agreement

Development agreement is an acquired contract with a Native American tribe (the "Tribe") under which the Company has the right to assist the Tribe in the development and management of a gaming facility on the Tribe's land. This asset although amortizable, is not amortized until development is completed, which at December 31, 2015 remains indeterminate. In the interim, this asset is subject to periodic impairment reviews.

Indefinite Lived Intangible Assets

Trademarks

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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, 2015, 2014 and 2013

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

(In thousands)	Customer Relationships			Non-competition Agreement			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2013	$	130,941		$	2,846		$	36,503		$	21,373	$	186,800		$	741,175		$	1,119,638
Additions	—			—			—			—		4,687			—			4,687
Impairments	—			—			—			—		(3,200		)	(900		)	(4,100		)
Amortization	(45,674		)	(2,846		)	(1,045		)	—		—			—			(49,565		)
Balance, December 31, 2013	85,267			—			35,458			21,373		188,287			740,275			1,070,660
Additions	—			—			—			—		14			—			14
Impairments	—			—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	—			(1,044		)	—		—			—			(34,353		)
Other	—			—			—			—		(62,000		)	—			(62,000		)
Balance, December 31, 2014	51,958			—			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—			—		—			—			—
Impairments	—			—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	—			(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	$	26,306		$	—		$	33,373		$	21,373	$	126,001		$	683,001		$	890,054

Other activity during 2014 in the table above is primarily due to the effects of the deconsolidation of Borgata (see Note 3, Deconsolidation of Certain Interests).

Future Amortization

Customer relationships are being amortized on an accelerated basis over an approximate remaining two-year period. Favorable lease rates are being amortized on a straight-line basis over a weighted-average original useful life of 43.8 years. Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2016	$	14,870	$	1,043	$	15,913
2017	11,436		1,043		12,479
2018	—		1,043		1,043
2019	—		1,043		1,043
2020	—		1,043		1,043
Thereafter	—		28,158		28,158
Total future amortization	$	26,306	$	33,373	$	59,679

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

Impairment Considerations

As a result of our annual impairment testing in the fourth quarter of 2015, we recognized a non-cash impairment charges of $17.5 million of a gaming license in our Midwest and South segment. This amount is included in impairments of assets in the consolidated statements of operations for the year ended December 31, 2015.

During the year ended 2014, we recognized a non-cash impairment charges of $38.3 million of gaming licenses in our Midwest and South segment, $1.4 million of gaming licenses in our Peninsula segment, and $0.3 million in Peninsula trademarks. During the year ended 2013, we recognized a non-cash impairment charges of $3.2 million in Peninsula trademarks and $0.9 million in gaming license rights at our Sam's Town Shreveport location.

NOTE 6.     GOODWILL

Goodwill consists of the following:

(In thousands)	Gross Carrying Value		Cumulative Amortization			Cumulative Impairment Losses			Goodwill, Net
Goodwill, net by Reportable Segment:
Las Vegas Locals	$	378,192	$	—		$	(165,479	)	$	212,713
Downtown Las Vegas	6,997		(6,134		)	—			863
Peninsula	471,734		—			—			471,734
Balance, December 31, 2015	$	856,923	$	(6,134	)	$	(165,479	)	$	685,310

Changes in Goodwill

During fourth quarter of 2013, the purchase price allocation for our November 2012 purchase of Peninsula Gaming, LLC, was finalized and resulted in a decrease to goodwill in an amount equal to the purchase price reduction of $9.6 million. There were no other changes to goodwill during the three year period ended December 31, 2015.

NOTE 7.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2015		2014
Payroll and related expenses	$	71,815	$	69,672
Interest	35,337		33,985
Gaming liabilities	37,496		35,698
Player loyalty program liabilities	18,491		19,058
Accrued liabilities	86,379		80,853
Total accrued liabilities	$	249,518	$	239,266

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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NOTE 8.    LONG-TERM DEBT

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

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

			December 31, 2014
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2014		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.66	%	$	1,387,425	$	(3,589	)	$	(14,660	)	$	1,369,176
9.125% senior notes due 2018	9.13	%	500,000		—			(12,235		)	487,765
9.00% senior notes due 2020	9.00	%	350,000		—			(1,926		)	348,074
HoldCo Note	8.00	%	151,740		(11,743		)	(29		)	139,968
			2,389,165		(15,332		)	(28,850		)	2,344,983
Peninsula Segment Debt:
Bank credit facility	4.25	%	742,400		—			(23,593		)	718,807
8.375% senior notes due 2018	8.38	%	350,000		—			(8,942		)	341,058
Other	various		3		—			—			3
			1,092,403		—			(32,535		)	1,059,868
Total long-term debt			3,481,568		(15,332		)	(61,385		)	3,404,851
Less current maturities			29,753		—			—			29,753
Long-term debt, net			$	3,451,815	$	(15,332	)	$	(61,385	)	$	3,375,098

Boyd Gaming Corporation Debt

Bank Credit Facility

Credit Agreement

On August 14, 2013, we entered into a Third Amended and Restated Credit Agreement (the "Boyd Gaming Credit Facility"), among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender. The Boyd Gaming Credit Facility replaced the Second Amended and Restated Credit Agreement (the "Prior Credit Facility") dated as of December 17, 2010.

The Boyd Gaming Credit Facility provides for: (i) a $600.0 million senior secured revolving credit facility including a $100.0 million swing loan sublimit (the "Revolving Credit Facility"); (ii) a $250.0 million senior secured term A loan (the "Term A Loan"); and (iii) a $900.0 million senior secured term B loan (the "Term B Loan"). The Revolving Credit Facility and Term A Loan mature

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in August 2018 (or earlier upon the occurrence or non-occurrence of certain events); The Term B Loan matures in August 2020 (or earlier upon occurrence or non-occurrence of certain events). The Term A Loan and Term B Loan were fully funded on the closing date. Proceeds from the Boyd Gaming Credit Facility were used to refinance all outstanding obligations under the Prior Credit Facility and to fund transactions costs in connection with the Boyd Gaming Credit Facility and may be used for working capital and other general corporate purposes. During the year ended December 31, 2013, we recognized approximately $20.8 million of loss on the early extinguishment of the Prior Credit Facility.

The Boyd Gaming 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 the greater of: (i) $400.0 million to be comprised of increases to the Revolving Credit Facility and new or increased term loans plus $150.0 million of increases to the Revolving Credit Facility; and (ii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Secured Leverage Ratio (as defined in the Boyd Gaming Credit Agreement) to exceed 4.25 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Pursuant to the terms of the Boyd Gaming Credit Facility: (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; (ii) the loans under the Term B Loan will amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; and (iii) beginning with the fiscal year ending December 31, 2014, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Boyd Gaming Credit Facility.

Amounts Outstanding

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

	December 31,
(In thousands)	2015		2014
Revolving Credit Facility	$	240,000	$	300,000
Term A Loan	183,275		221,375
Term B Loan	730,750		840,750
Swing Loan	55,700		25,300
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	1,209,725	$	1,387,425

At December 31, 2015 approximately $1.2 billion was outstanding under the Boyd Gaming Credit Facility and $7.1 million was allocated to support various letters of credit, leaving remaining contractual availability of $297.2 million.

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, Swing Loans 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 2.00% to 3.00% (if using the Eurodollar rate) and from 1.00% to 2.00% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.

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

The "base rate" under the Boyd Gaming Credit Facility is the highest of (x) Bank of America's publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one month period plus 1.00%.

Optional and Mandatory Prepayments

Amounts outstanding under the Boyd Gaming Credit Facility may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions. The Boyd Gaming Credit Facility requires that the Company prepay the loans with proceeds of certain asset sales and issuances of certain additional secured indebtedness. In addition, it requires fixed quarterly amortization of principal equal to 1.25% for Term Loan A and 0.25% for Term

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Loan B of the original aggregate principal amount of the respective Term Loan, and requires that the Company use a portion of its annual excess cash flow as defined in the agreement to prepay the loans.

During the year ended December 31, 2015, the Company paid $21.5 million in mandatory principal payments and $126.6 million in optional principal prepayments. During the year ended December 31, 2014, the Company paid $21.5 million in mandatory principal payments and $61.0 million in optional principal prepayments. None of these payments were subject to any prepayment premium.

Guarantees and Collateral

The Company's obligations under the Boyd Gaming 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 Boyd Gaming Credit Facility.

Financial and Other Covenants

The Boyd Gaming Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio (discussed below); (iii) establishing a maximum permitted secured leverage ratio (discussed below); (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Total Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through December 31, 2016	8.25	to	1.00
March 31, 2017 through December 31, 2017	8.00	to	1.00
March 31, 2018 and thereafter	7.75	to	1.00

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Secured Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Secured
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2015 through December 31, 2016	4.75	to	1.00
March 31, 2017 through December 31, 2017	4.50	to	1.00
March 31, 2018 and thereafter	4.25	to	1.00

Current Maturities of Our Indebtedness

We classified certain non-extending balances under the Boyd Gaming Credit Facility as a current maturity, as such amounts come due within the next twelve months.

Senior Notes

9.00% Senior Notes due July 2020

Significant Terms

On June 8, 2012, we issued $350 million aggregate principal amount of 9.00% senior notes due July 2020 (the "9.00% Notes"). The 9.00% Notes require semiannual interest payments on January 1 and July 1 of each year, commencing on January 1, 2013. The 9.00% Notes will mature on July 1, 2020 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.

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The 9.00% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restrictive subsidiaries (as defined in the indenture governing the 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 in control (as defined in the indenture governing the notes), we will be required, unless certain conditions are met, to offer to repurchase the notes at a price equal to 101% of the principal amount of the 9.00% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to purchase the notes.

At any time prior to July 1, 2016, we may redeem the 9.00% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding, the applicable redemption date, plus a make whole premium. Subsequent to July 1, 2016, we may redeem all or a portion of the 9.00% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 104.50% in 2016 to 100% in 2018 and thereafter, plus accrued and unpaid interest.

Senior Notes

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "6.875% Notes"). The 6.875% Notes require semi-annual interest payments on May 15 and November 15 of each year, commencing on November 15, 2015. The 6.875% Notes will mature on May 15, 2023 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.875% Notes, together, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.875% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. Subsequent to May 15, 2018, we may redeem all or a portion of the 6.875% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156% in 2018 to 100% in 2021 and thereafter, plus accrued and unpaid interest and Additional Interest.

Debt Financing Costs

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

Senior Notes

9.125% Senior Notes due December 2018

During second quarter 2015 we redeemed all of our 9.125% Senior Notes due December 2018 (the "9.125% Notes") at a redemption price of 104.563% plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 9.125% Notes) to the redemption date. The redemption resulted in premium and consent fees paid of $24.0 million and a write-off of unamortized debt financing costs of $4.9 million, all of which were recognized as loss on early extinguishments of debt in our second quarter 2015 financial results.

As a result of this redemption, the 9.125% Notes have been fully extinguished.

HoldCo Note

As part of the consideration paid in the acquisition of Peninsula, Boyd Acquisition II, LLC ("HoldCo") issued a promissory note to the seller (the "HoldCo Note"). The principal balance assigned to the HoldCo Note, after purchase accounting period adjustments,

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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was $143.0 million. The HoldCo Note provided for interest at a per annum rate equal to: (i) from the issue date to, but excluding the first anniversary of the issue date, zero percent; (ii) from the first anniversary of the issue date to but excluding the second anniversary of the issue date, six percent; (iii) from the second anniversary of the issue date to but excluding the third anniversary of the issue date, eight percent; and (iv) from and after the third anniversary of the issue date, ten percent. At the option of HoldCo, interest could be paid in cash or paid-in-kind. Accrued but unpaid interest was added to the principal balance of the HoldCo Note semi-annually. In accordance with its terms, $6.1 million and $8.7 million of accrued and unpaid interest was added to the principal balance of the HoldCo Note during 2015 and 2014, respectively.

HoldCo could prepay the obligations under the HoldCo Note at any time, in whole or in part, without premium or penalty. On November 6, 2015, HoldCo prepaid the HoldCo Note's principal balance of $157.8 million and $5.8 million of related accrued interest. As a result of this redemption, the Company recorded a loss on early extinguishment of debt of $7.9 million during fourth quarter 2015 to write-off the remaining unamortized discount and deferred finance charges.  The redemption was funded with borrowings under the Boyd Gaming Credit Facility.

Peninsula Segment Debt

Peninsula Credit Facility

Credit Agreement

On November 20, 2012, Boyd completed its previously announced acquisition of Peninsula pursuant to the Merger Agreement and Merger Sub entered into a Credit Agreement (the "Peninsula Credit Agreement") dated as of November 14, 2012, with the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender, and L/C issuer. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, Peninsula assumed all assets and liabilities of Merger Sub and became the borrower under the Credit Agreement (as defined below) and, together with Peninsula Gaming Corp. upon consummation of the Finance Company Merger, the issuer of Peninsula Senior Notes (as defined below).

The Peninsula Credit Agreement provides for a $875.0 million senior secured credit facility (the "Peninsula Credit Facility"), which consists of (a) a term loan facility of $825.0 million (the "Peninsula Term Loan") and (b) a revolving credit facility of $50.0 million including a $15.0 million swing loan sublimit (the "Peninsula Revolver"). The Peninsula Term Loan was fully funded concurrently with the closing of the Peninsula Merger. A portion of the Peninsula Revolver was funded concurrently with the closing of the acquisition. The maturity date for obligations under the Peninsula Credit Facility is November 17, 2017.

First Amendment to the Peninsula Credit Agreement

On May 1, 2013, Peninsula entered into the First Amendment to the Peninsula Credit Agreement (the "Peninsula Amendment"), among Peninsula, certain financial institutions and Bank of America, N.A. ("Bank of America"), as administrative agent (in such capacity, "Administrative Agent") for the lenders. The Peninsula Amendment amends certain terms of the Peninsula Credit Agreement.

Among other things, the Peninsula Amendment: (i) decreases the applicable margin with respect to the Term Loan to 3.25% in the case of Eurodollar Rate Loans and 2.25% in the case of Base Rate Loans; (ii) reduces the minimum Eurodollar Rate with respect to the Term Loan to 1.00% per annum; (iii) requires the Company to pay a premium of 1.00% of the principal amount prepaid for full or partial repayments of Term Loans through the issuance of indebtedness having a lower interest rate than described in clause (i) above during the period of six calendar months after the effective date of the Peninsula Amendment and requires payment of an amendment fee of 1.00% during such period payable to lenders who consent to any such reduced interest rate; (iv) extends the deadline for delivery of year-end reports to 90 days after the end of each fiscal year of the Company; (v) clarifies the definition of Consolidated Adjusted EBITDA with respect to management fees; and (vi) allows quarterly amortization installments to be paid prior to the last day of the applicable quarter.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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Amounts Outstanding

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

	December 31,
(In thousands)	2015		2014
Term Loan	$	647,750	$	734,000
Revolving Facility	9,000		2,000
Swing Loan	6,000		6,400
Total outstanding principal amounts under the Peninsula Credit Facility	$	662,750	$	742,400

At December 31, 2015, approximately $662.8 million was outstanding under the Peninsula Credit Facility and $5.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $30.0 million.

Interest and Fees

The interest rate on the outstanding balance of the Peninsula Term Loan is based upon, at Peninsula's option either: (i) the Eurodollar rate plus 3.25%; or (ii) the base rate plus 2.25%. The interest rate on the outstanding balance from time to time of the Revolving Loans and Swing Loans are based upon, at Peninsula's option either: (i) the Eurodollar rate plus 4.00%; or (ii) the base rate plus 3.00%. The base rate under the Peninsula Credit Facility is 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 Peninsula Credit Facility also establishes, with respect to outstanding balances under the Term Loan, a minimum Eurodollar rate for any interest period of 1.00%. In addition, Peninsula will incur a commitment fee on the unused portion of the Peninsula Credit Facility at a per annum rate of 0.50%.

Optional and Mandatory Prepayments

The Peninsula Credit Facility requires that the Company prepay the loans with proceeds of any significant asset sale or event of loss. In addition, the Peninsula Credit Facility requires fixed quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the Peninsula Term Loan beginning March 31, 2013 and requires that the Company use a portion of its annual excess cash flow to prepay the loans. The Peninsula Revolver can be terminated without premium or penalty, upon payment of the outstanding amounts owed with respect thereto. The Peninsula Term Loan can be prepaid without premium or penalty, except that a 1.0% premium would have been payable in connection with prepayments of the Peninsula Term Loan during the period of six calendar months after the effective date of the Peninsula Amendment through the issuance of indebtedness having a lower interest rate than the interest rate payable in respect of the Peninsula Term Loan.

During the years ended December 31, 2015 and 2014, the Company paid $8.3 million each year in mandatory principal payments and $78.0 million and $42.5 million, respectively, in optional principal prepayments. None of these payments were subject to any prepayment premium.

Guarantees and Collateral

Peninsula's obligations under the Peninsula Credit Facility, subject to certain exceptions, are guaranteed by Peninsula's subsidiaries and are secured by the capital stock and equity interests of Peninsula's subsidiaries. In addition, subject to certain exceptions, Peninsula and each of the guarantors granted the collateral agent first priority liens and security interests on substantially all of the real and personal property (other than gaming licenses and subject to certain other exceptions) of Peninsula and its subsidiaries as additional security for the performance of the obligations under the Peninsula Credit Facility. The obligations under the Revolver rank senior in right of payment to the obligations under the Term Loan.

Financial and Other Covenants

The Peninsula Credit Facility contains customary affirmative and negative covenants which, subject to certain exceptions, restrict or limit Peninsula’s ability and the ability of its restricted subsidiaries (as defined in the Peninsula Credit Agreement), to, among other things: (i) create liens on certain assets; (ii) make certain investments or dispositions; (iii) incur additional debt; (iv) consolidate or merge; (v) enter into certain transactions with affiliates; (vi) engage in any business substantially different from that in which they were engaged at the closing date of the Peninsula Credit Agreement; and (vii) make restricted payments, other than those allowed by the Peninsula Credit Agreement ("Restricted Payments"). Restricted Payments primarily include: (i) dividends and distributions to the Company; (ii) the Tax Amount (as defined in the Peninsula Credit Agreement), so long as Peninsula remains a pass-through entity for United States federal income tax purposes; and (iii) cash dividends to the extent no event of default would

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be caused, financial covenants would not exceed or be outside of applicable ratios, and the aggregate amount of all Restricted Payments does not exceed $20.0 million plus the excess cash flow not required to repay loans.

Peninsula is required to maintain: (i) maximum consolidated interest coverage ratio over each twelve month period ending on the last fiscal day of each quarter (discussed below); (ii) beginning with the fiscal quarter ended March 31, 2013, a minimum consolidated interest coverage ratio of 2.0 to 1.0 as of the end of each calendar quarter; and (iii) a maximum amount of capital expenditures for each fiscal year.

The minimum consolidated Interest Coverage Ratio is calculated as (a) the twelve-month trailing Consolidated EBITDA (as defined in the Peninsula Credit Agreement), to (b) consolidated interest expense.

The maximum permitted Consolidated Leverage Ratio (as defined in the Peninsula Credit Agreement) is calculated as Consolidated Fund Indebtedness less Excess Cash to twelve-month trailing Consolidated EBITDA. The following table provides our maximum Consolidated Leverage Ratio during the remaining term of the Peninsula Credit Facility:

	Maximum Consolidated
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through June 30, 2016	6.00	to	1.00
September 30, 2016 through December 31, 2016	5.75	to	1.00
March 31, 2107 through June 30, 2017	5.50	to	1.00
September 30, 2017 and thereafter	5.25	to	1.00

Capital Expenditures should not be made by Peninsula or any of its Restricted Subsidiaries (excluding: (i) capital expenditures which adds to or improves any existing property; and (ii) capital expenditures made prior to the first anniversary of the Funding Date relating to integration and/or transition of business systems) in an aggregate amount in excess of $20.0 million in any fiscal year; provided that no default has occurred and is continuing or would result from such expenditure.

Restricted Net Assets

Cash dividends by Peninsula to the Company are limited by the terms of the Peninsula Credit Agreement and are contingent upon compliance with the loan covenants therein. This limitation on the transferability of assets constitutes a restriction of Peninsula's net assets and is subject to certain exceptions.

Debt Financing Costs

In conjunction with the Peninsula Credit Facility and Amendment, we incurred approximately $33.8 million and $8.2 million, respectively, which has been deferred as debt financing costs and is being amortized over the term of the Peninsula Credit Facility using the effective interest method. We also incurred $2.0 million in other fees that were expensed upon execution of the Amendment and are included in other non-operating items in the consolidated statements of operations for the year ended December 31, 2013.

As a result of optional prepayments made during the years ended December 31, 2015, 2014 and 2013, we wrote-off $2.1 million, $1.5 million and $1.3 million, respectively, in deferred debt financing costs representing the pro-rated reduction in borrowing capacity.

Current Maturities of Our Indebtedness

We classified certain non-extending balances under the Peninsula Credit Facility as a current maturity, as such amounts come due within the next twelve months.

Peninsula Senior Notes

8.375% Senior Notes due February 2018

Significant Terms

On August 16, 2012, we closed an offering of $350 million aggregate principal amount of 8.375% senior notes due February 2018 (the "8.375% Notes") by Merger Sub and Boyd Acquisition Finance Corp. ("Boyd Finance Co.," and together with Merger Sub, the "Issuers"), a direct wholly owned subsidiary of Merger Sub. The 8.375% Notes were issued pursuant to an Indenture dated August 16, 2012 (the "Indenture") by and among the Issuers, and U.S. Bank National Association, as trustee (the "Trustee"). The

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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consummation of the acquisition of Peninsula occurred on November 20, 2012, at which time, Peninsula and Peninsula Gaming Corporation assumed the obligations of the Merger Sub and Boyd Finance Co. and became the Issuers under the Indenture. The Indenture provides that the 8.375% Notes bear interest at a rate of 8.375% per annum. The Notes mature on February 15, 2018.

Prior to the consummation of the acquisition, the 8.375% Notes were not guaranteed. Upon the consummation of the acquisition, the 8.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by Peninsula's subsidiaries (other than PGP). The8.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications limit Peninsula’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to, among other things, (i) incur additional indebtedness or liens, (ii) consolidate or merge, and (iii) pay dividends or make distributions which would cause default, violate covenant ratios or exceed certain calculated amounts. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the notes at a price equal to 101% of the principal amount of the 8.375% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required, under certain circumstances, to offer to purchase the 8.375% Notes.

Subsequent to August 15, 2015, Peninsula may redeem all or a portion of the 8.375% Notes at redemption prices (expressed as percentages of the principal amount) of 104.188% through August 14, 2016 and at a redemption price of 100% beginning August 15, 2016 and thereafter, plus accrued and unpaid interest. In addition, upon the occurrence of a change of control (as defined in the Indenture), Peninsula will be required, unless certain conditions are met, to offer to repurchase the 8.375% Notes at a price equal to 101% of the principal amount of the 8.375% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If Peninsula sells assets or experiences an event of loss, they will be required under certain circumstances to offer to purchase the Notes.

The 8.375% Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, (the "Securities Act") and will be offered only to: (i) qualified institutional buyers as defined in Rule 144A under the Securities Act; and (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Debt Financing Costs

In conjunction with the issuance of the 8.375% Notes, we incurred approximately $14.2 million in debt financing costs that have been deferred and are being amortized over the term of the 8.375% Notes using the effective interest method.

Covenant Compliance

As of December 31, 2015, we believe that Boyd Gaming Corporation and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.

The indentures governing the notes issued by each of the Businesses contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Business's consolidated EBITDA to fixed charges, including interest) for the Business's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, each Business may still borrow under its existing credit facility. At December 31, 2015, the available borrowing capacity under these credit facilities was $297.2 million at Boyd Gaming Corporation and $30.0 million at Peninsula.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

(In thousands)	Boyd Gaming		Peninsula Segment		Total
For the year ending December 31,
2016	$	21,500	$	8,250	$	29,750
2017	21,500		654,500		676,000
2018	462,975		350,000		812,975
2019	9,000		—		9,000
2020	1,044,750		—		1,044,750
Thereafter	750,000		—		750,000
Total outstanding principal of long-term debt	$	2,309,725	$	1,012,750	$	3,322,475

NOTE 9.    INCOME TAXES

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

Deferred tax assets and liabilities presented on the consolidated balance sheets are as follows:

	December 31,
(In thousands)	2015		2014
Current deferred tax liability	$	—	$	3,087
Non-current deferred tax liability	162,189		142,263
Current deferred tax asset	—		(117		)
Net deferred tax liability	$	162,189	$	145,233

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The components comprising our deferred tax assets and liabilities are as follows:

	December 31,
(In thousands)	2015			2014
Deferred tax assets
Federal net operating loss carryforwards	$	308,738		$	312,113
State net operating loss carryforwards	47,711			41,395
Share-based compensation	32,524			35,122
Other	43,936			42,554
Gross deferred tax assets	432,909			431,184
Valuation allowance	(247,761		)	(261,962		)
Deferred tax assets, net of valuation allowance	185,148			169,222
Deferred tax liabilities
Difference between book and tax basis of intangible assets	216,655			202,089
Difference between book and tax basis of property	105,732			86,280
State tax liability, net of federal benefit	13,428			11,980
Other	11,522			14,106
Gross deferred tax liabilities	347,337			314,455
Deferred tax liabilities, net	$	162,189		$	145,233

At December 31, 2015, we have unused federal general business tax credits of approximately $10.7 million which may be carried forward or used until expiration beginning in 2030 and alternative minimum tax credits of $1.1 million which may be carried forward indefinitely. We have a federal income tax net operating loss of approximately $912.7 million, which may be carried forward or used until expiration beginning in 2031. We also have state income tax net operating loss carryforwards of approximately $653.5 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 2016 to 2034, if not fully utilized.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by approximately $14.9 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized.

Valuation Allowance on Deferred Tax Assets

Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. A significant piece of objective negative evidence evaluated was the cumulative losses incurred over the three-year periods ended December 31, 2015, 2014 and 2013.

As of December 31, 2015, we concluded that it was more likely than not that the benefit from certain deferred tax assets would not be realized. As a result of our analysis, a valuation allowance of $200.5 million has been recorded on our federal income tax net operating loss carryforwards and certain other deferred tax assets at December 31, 2015. The amount of the deferred tax assets at December 31, 2015 considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for profitable growth. A valuation allowance in the amount of $47.3 million has also been recorded on a material portion of our state income tax operating losses, along with certain other state deferred tax assets, which are not presently expected to be realized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Based on recent earnings, there is a possibility that, within the next year, sufficient positive evidence may become available to reach a conclusion that all or a portion of the valuation allowance will no longer be needed. As such, the Company may release a portion of its valuation allowance against its deferred tax assets within the next 12 months. However, the exact timing will be dependent on the levels of income achieved and management’s visibility into future period results. The release of our valuation allowance would result in the recognition of certain deferred tax assets and a non-cash income tax benefit in the period in which the release is recorded.

Provision (Benefit) for Income Taxes

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Current
Federal	$	—		$	442		$	—
State	2,052			(289		)	368
Total current taxes provision (benefit)	2,052			153			368
Deferred
Federal	(10,033		)	(1,896		)	5,666
State	807			2,496			(2,684		)
Total deferred taxes provision (benefit)	(9,226		)	600			2,982
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes from discontinued operations	—			—			5,884
Provision (benefit) for income taxes from continuing and discontinued operations	$	(7,174	)	$	753		$	9,234

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

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

Our tax provision for the year ended December 31, 2013 was adversely impacted by a valuation allowance on our federal and state income tax net operating losses and certain other deferred tax assets. The tax provision was favorably impacted by the partial resolution of certain proposed adjustments raised in connection with our 2005-2009 IRS examination, which principally resulted in the reversal of interest accrued on unrecognized tax benefits.

Additionally, the tax provision or benefit in 2015, 2014 and 2013 was adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets that was not available to offset existing deferred tax assets. The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets in determining our valuation allowance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income from continuing operations before income taxes:

	Year Ended December 31,
	2015		2014		2013
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Uncertain tax benefits	(43.3	)%	—	%	—	%
Company provided benefits	15.5	%	(4.1	)%	0.1	%
Accrued interest on uncertain tax benefits	(15.0	)%	(3.0	)%	3.7	%
Valuation allowance for deferred tax assets	(11.1	)%	(38.7	)%	(35.1	)%
State income taxes, net of federal benefit	7.1	%	(5.4	)%	2.0	%
Compensation-based credits	(6.2	)%	3.8	%	1.4	%
Noncontrolling interests	—	%	12.9	%	(9.4	)%
Other, net	0.1	%	(2.4	)%	(0.6	)%
Effective tax rate	(17.9	)%	(1.9	)%	(2.9	)%

Status of Examinations

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

In August 2013, we received a $4.2 million refund in connection with Joint Committee approval of our 2001-2004 IRS appeals settlement.

We generated net operating losses on our federal income tax returns for years 2011 - 2015. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized.

We are also currently under examination for various state income and franchise tax matters. As it relates to our material state returns, we are subject to examination for tax years ended on or after December 31, 2001, and the statute of limitations will expire over the period September 2016 through November 2019.

We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of these examinations may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements.

Other Long-Term Tax Liabilities

The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Our liability for uncertain tax positions is recorded as other current tax liabilities and other long-term tax liabilities in our consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Unrecognized tax benefit, beginning of year	$	30,198		$	37,059		$	38,423
Additions:
Tax positions related to current year	—			487			562
Tax positions related to prior years	—			—			138
Reductions:
Tax positions related to the Deconsolidation of Borgata	—			(6,221		)	—
Lapse of applicable statute of limitations	—			(1,097		)	—
Tax position related to prior years	(27,716		)	(30		)	(2,064		)
Settlement with taxing authorities	—			—			—
Unrecognized tax benefits	$	2,482		$	30,198		$	37,059

Included in the $2.5 million balance of unrecognized tax benefits at December 31, 2015, are $2.5 million of federally tax effected benefits that, if recognized, would impact the effective tax rate. We recognize interest related to unrecognized tax benefits in our income tax provision. During the years ended December 31, 2015, we recognized interest and penalties of approximately $0.1 million in our tax provision. During the years ended December 31, 2015 and 2014 we recognized interest related benefits, due to favorable settlements, of $6.5 million and $1.1 million, respectively, in our income tax provision. We have accrued $0.7 million and $7.2 million of interest and penalties as of December 31, 2015 and 2014, respectively, in our consolidated balance sheets.

During the first quarter of 2015, we received Joint Committee approval on our IRS appeals agreement, effectively settling our 2005 through 2009 examination. During the third quarter of 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. As a result of the resolution of these audits, we reduced our unrecognized tax benefits by $27.7 million, of which $19.7 million impacted our effective tax rate. Due to the utilization of tax loss carryforwards in certain states, the statute of limitations remain open with respect to years in which the tax losses are utilized. When these years close, unrecognized tax benefits may be realized. As a result of these statute expirations, it is reasonably possible over the next 12 month period that we may experience a decrease in our unrecognized tax benefits as of December 31, 2015, of less than $0.2 million, all of which would impact our effective tax rate.

NOTE 10.    COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

Kansas Management Contract

On January 14, 2011, the Kansas Management Contract was approved by the Kansas Racing and Gaming Commission ("KRGC"), contractually obligating Kansas Star to open certain phases of the project by certain specified dates. All required development under the Kansas Management Contract was complete as of December 31, 2014.

As part of the Kansas Management Contract, Kansas Star committed to donate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in Selling, general and administrative expenses on the consolidated statements of operations.

Mulvane Development Agreement

On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds. 

As of December 31, 2015, all infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. In connection with the Merger, the Company's obligation under this agreement was revalued to fair value as of the Merger date. As of December 31, 2015 and 2014, under the Mulvane Development Agreement, Kansas Star recorded $1.7 million at each date, which is included in accrued liabilities on the consolidated balance sheets and $9.6 million, net of a $4.6 million discount, and $10.3 million, net of a $5.1 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.7 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star.

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of 10 years commencing December 20, 2011.

Minimum Assessment Agreement

In 2007, Diamond Jo Dubuque ("DJL") entered a Minimum Assessment Agreement with the City of Dubuque. Under the Minimum Assessment Agreement, DJL and the City agreed to a minimum taxable value related to the new casino of $57.9 million.  DJL agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value.  Scheduled payments of principal and interest on the City Bonds will be funded through DJL's payment obligations under the Minimum Assessment Agreement.  DJL is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

As a result of purchase accounting the Minimum Assessment Agreement obligation was revalued to fair value. Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2015 and 2014, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $14.4 million, net of a $2.9 million discount, and $14.7 million, net of a $3.0 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by DJL under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

Public Parking Facility Agreement

DJL has an agreement with the City for use of the public parking facility adjacent to DJL's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $65 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by DJL are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life.

Iowa Qualified Sponsoring Organization Agreements

DJL and Diamond Jo Worth ("DJW") are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with DJL and DJW, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. DJL expensed $3.0 million, $2.8 million, and $3.0 million, during the years ended December 31, 2015, 2014, and 2013, respectively, related to its agreement. DJW expensed $5.0 million, $4.8 million, and $5.0 million, during the years ended December 31, 2015,

91

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

2014, and 2013, respectively, related to its agreement. The DJL agreement expires on December 31, 2018. The DJW agreement was amended during 2014 and expires on March 31, 2025, and is subject to automatic ten-year renewal periods.

Development Agreement

In September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with a Native American tribe (the "Tribe"). The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist the Tribe in the development and management of a gaming facility on the Tribe's land.

In July 2012, the Company and the Tribe amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligate us to fund certain pre-development costs, which are estimated to be approximately $1 million to $2 million annually, for the next several years and to assist the Tribe in its development and oversight of the gaming facility construction. Upon opening, we will manage the gaming facility. The pre-development costs funded by us are reimbursable to us with future cash flows from the operations of the gaming facility under terms of a note receivable from the Tribe.

The Agreements provide that the Company will receive future revenue for its services to the Tribe contingent upon successful development of the gaming facility and based on future net revenues at the gaming facility. Development is in the preliminary stages and no time schedule has been established as to when the Tribe will be able to formalize plans and begin construction.

Future Minimum Lease Payments and Rental Income

Future minimum lease payments required under noncancelable operating leases, which are primarily related to land leases are as follows:

(In thousands)	Lease Obligations
For the year ending December 31,
2016	$	40,924
2017	44,264
2018	17,218
2019	15,325
2020	13,492
Thereafter	388,213
Total	$	519,436

Rent expense included in selling, general and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013 was $29.0 million, $36.6 million, and $38.6 million, respectively, and primarily relates to land leases and advertising-related expenses.

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties are as follows:

(In thousands)	Total Rental Income
For the year ending December 31,
2016	$	1,507
2017	1,370
2018	1,144
2019	634
2020	78
Thereafter	228
Total	$	4,961

92

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Contingencies

Legal Matters

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

NOTE 11.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

We have in the past, and may in the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine from time to time. In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock that can be repurchased to $100 million, and $92.1 million of this authorization remains available at December 31, 2015. We are not obligated to repurchase any shares under this program, and no shares were repurchased during the years ended December 31, 2015, 2014 or 2013.

Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our Boyd Gaming Credit Facility.

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and the Boyd Gaming Credit Facility. No dividends were declared during the years ended December 31, 2015, 2014 or 2013.

Stock Incentive Plan

In May 2012, the Company's stockholders approved the 2012 Stock Incentive Plan (the "2012 Plan"), which amended and restated the Company's 2002 Stock Incentive Plan (the "2002 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) increase the maximum number of shares of the Company's common stock authorized for issuance over the term of the 2012 Plan by 4 million shares from 17 million to 21 million shares, (c) permit the future grant of certain equity-based awards, including awards designed to constitute performance-based compensation under Section 162(m) of the Internal Revenue Code, and (d) make certain other changes. Under our 2012 Plan, approximately 2.6 million shares remain available for grant at December 31, 2015. The number of authorized but unissued shares of common stock under this 2012 Plan as of December 31, 2015 was approximately 11.8 million shares.

Grants made under the 2012 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

Stock Options

Options granted under the 2012 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been granted under the 2012 Plan had an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant.

93

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Summarized stock option plan activity is as follows:

	Options		Weighted Average Option Price		Weighted Average Remaining Term	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	10,826,004		$	23.98
Granted	544,330		9.86
Canceled	(378,202	)	20.67
Exercised	(1,848,222	)	7.44
Outstanding at December 31, 2013	9,143,910		26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	4,605,055		$	26.14	3.7	$	21,058
Exercisable at December 31, 2014	6,459,687		$	27.52	3.4	$	12,662
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145

Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model.

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2015:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
$5.22-$6.70	599,049	6.2	$	5.88	599,049	$	5.88
7.55-8.34	553,204	4.6	8.16		553,204	8.16
9.86	416,778	7.9	9.86		260,848	9.86
11.57	244,351	8.9	11.57		81,454	11.57
19.98	200,673	9.8	19.98		—	—
33.31	25,000	2.0	33.31		25,000	33.31
38.11	380,000	1.9	38.11		380,000	38.11
39.00	1,195,500	0.8	39.00		1,195,500	39.00
39.78	965,500	1.8	39.78		965,500	39.78
42.69	25,000	0.8	42.69		25,000	42.69
$5.22-$42.69	4,605,055	3.7	$	26.14	4,085,555	$	27.65

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2015, 2014 and 2013 was $11.1 million, $2.5 million, and $9.5 million, respectively. The total fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was approximately $1.9 million, $2.3 million, and $3.0 million, respectively. As of December 31, 2015, there was approximately $1.7 million of total unrecognized share-based compensation costs related to unvested stock options, which is expected to be recognized over approximately 0.8 years, the weighted-average remaining requisite service period.

Restricted Stock Units

Our 2012 Plan provides for the grant of Restricted Stock Units ("RSUs"). An RSU is an award which may be earned in whole, or in part, upon the passage of time, and which may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2012 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant.

We annually award RSUs to certain members of our Board of Directors. Each RSU is to be paid in shares of common stock upon the member’s cessation of service to the Company. These RSUs were issued for past service; therefore, they are expensed on the date of issuance.

We also grant RSUs to members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period.

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	2,371,147
Granted	1,018,978		$10.03
Canceled	(46,131	)
Awarded	(588,195	)
Outstanding at December 31, 2013	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826

As of December 31, 2015, there was approximately $7.3 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 2.4 years.

Performance Stock Units

Our 2012 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan.

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics for net revenue growth, EBITDA growth and customer service scores, all of which are determined on a comprehensive annual three-year growth rate. Based upon actual

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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and combined achievement, the number of shares awarded could range fromzero, if no conditions are met, a50%payout if only threshold performance is achieved, a payout of100%for target performance, or a payout of up to200%of the original award for achievement of maximum performance. Each condition weighs equally and separately in determining the payout, and based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

These PSUs will vestthree yearsfrom the service inception date,during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly.

Performance Shares Vesting

The PSU grant awarded in December 2011 vested during first quarter 2015. A total of 654,478 common shares, representing approximately 1.67 shares per PSU, were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2014; therefore, the vesting of the PSUs did not impact compensation costs in our 2015 condensed consolidated statement of operations.

As provided under the provisions of our Stock Incentive Plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs. Of the 654,478 shares issued, a total of 177,274 shares were surrendered by the participants for this purpose, resulting in a net issuance of 477,204 shares due to the vesting of the 2011 grant.

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	829,130
Granted	—
Canceled	(7,497	)
Awarded	—
Outstanding at December 31, 2013	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480

The Company approved the issuance of approximately 380,000 PSUs to participating employees during fourth quarter 2013. The performance criteria for these PSUs were set subsequent to year-end 2013, so these PSUs were not considered granted for accounting purposes as of December 31, 2013, and are included in the shares granted during 2014 in the table above. As of December 31, 2015, there was approximately $2.0 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 2.4 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 1.1 million shares will be issued to settle the PSUs outstanding at December 31, 2015.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	702,826
Granted	200,043		$6.78
Canceled	(125	)
Awarded	(8,437	)
Outstanding at December 31, 2013	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575

As of December 31, 2015, there was approximately $1.1 million of total unrecognized share-based compensation costs related to unvested Career Shares.

Share-Based Compensation

We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Stock Options	$	2,821	$	2,733	$	2,666
Restricted Stock Units	9,909		8,010		10,610
Performance Stock Units	5,135		6,537		3,678
Career Shares	1,399		1,196		1,937
Total share-based compensation costs	$	19,264	$	18,476	$	18,891

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2015		2014			2013
Gaming	$	393	$	387		$	351
Food and beverage	75		74			67
Room	36		35			32
Selling, general and administrative	1,996		1,965			1,787
Corporate expense	16,764		16,207			16,654
Other operating items, net	—		(192		)	—
Total share-based compensation expense	$	19,264	$	18,476		$	18,891

NOTE 12.    NONCONTROLLING INTEREST

Noncontrolling interest primarily represents: (i) until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Holding Company held by the Divestiture Trust for the economic benefit of MGM, which was initially recorded at fair value at the March 24, 2010 date of the effective change in control; and (ii) until the Echelon sale, which closed on March 4, 2013, all 100% of the members' equity interest in LVE, the variable interest entity which had been consolidated in our financial statements, but in which we held no equity interest.

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			LVE			Other		Total
Beginning balance, January 1, 2013	$	208,277		$	(44,961	)	$	20	$	163,336
Capital contributions	—			—			—		$	—
Attributable net loss	(27,847		)	(443		)	—		(28,290		)
Comprehensive income	—			—			—		—
Deconsolidation of LVE on March 4, 2013	—			45,404			—		45,404
Balance, December 31, 2013	180,430			—			20		180,450
Capital contributions	—			—			30		30
Attributable net income	11,403			—			—		11,403
Comprehensive income	—			—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—			—		(191,833		)
Balance, December 31, 2014	—			—			50		50
Capital contributions	—			—			—		—
Attributable net income (loss)	—			—			—		—
Comprehensive income	—			—			—		—
Balance, December 31, 2015	$	—		$	—		$	50	$	50

NOTE 13.     FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

These inputs create the following fair value hierarchy:

Level 1: Quoted prices for identical instruments in active markets.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Balances Measured at Fair Value

The following tables show the fair values of certain of our financial instruments:

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

	December 31, 2014
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	145,341	$	145,341	$	—	$	—
Restricted cash	18,107		18,107		—		—
Investment available for sale	18,357		—		—		18,357
Liabilities
Merger earnout	$	75	$	—	$	—	$	75
Contingent payments	3,792		—		—		3,792

Cash and Restricted Cash

The fair value of our cash and cash equivalents, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 2015 and 2014.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $21.4 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 2015 and 2014. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets. At both December 31, 2015 and 2014, $0.4 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2015

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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and 2014, $17.4 million and $18.0 million, respectively, is included in investment on the consolidated balance sheets. The discount associated with this investment of $3.2 million and $3.3 million as of December 31, 2015 and 2014, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of ten years commencing December 20, 2011. The liability was initially recorded upon consummation of the Merger, at the estimated fair value of the contingent land purchase price using a discounted cash flows approach. At both December 31, 2015 and December 31, 2014, there was a current liability of $0.9 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets, and long-term obligations of $2.7 million and $2.9 million, respectively, which were included in other liabilities on the respective consolidated balance sheets.

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Deposits	—			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	125			75			(723		)
Included in other comprehensive income (loss)	(263		)	—			—
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Ending balance at December 31, 2015	$	17,839		$	—		$	(3,632	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	125		$	—		$	—
Included in interest expense	—			—			(627		)
Included in non-operating income	—			—			(96		)

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

	December 31, 2014
	Assets						Liabilities
(In thousands)	Investment Available for Sale			CRDA Deposits			Merger Earnout			Contingent Payments
Balance at January 1, 2014	$	17,128		$	4,613		$	(1,125	)	$	(4,343	)
Deposits	—			5,481			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	119			(1,798		)	1,050			(274		)
Included in other comprehensive income (loss)	1,465			—			—			—
Purchases, sales, issuances and settlements:
Settlements	(355		)	(259		)	—			825
Deconsolidation of Borgata on September 30, 2014	—			(8,037		)	—			—
Ending balance at December 31, 2014	$	18,357		$	—		$	(75	)	$	(3,792	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	119		$	—		$	—		$	—
Included in interest expense	—			—			—			(734		)
Included in non-operating income	—			—			—			60

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

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.0	%
Contingent payments	Discounted cash flow	Discount rate	18.5	%

The fair value of intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing its impairment analyses (see Note 5, Intangible Assets).

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	36,749	$	28,612	$	29,529	Level 3
Other financial instruments	300		268		268		Level 3

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Bank Credit Facility	$	1,387,425	$	1,369,176	$	1,395,595	Level 2
9.125% Senior Notes due 2018	500,000		487,765		517,500		Level 1
9.00% Senior Notes due 2020	350,000		348,074		359,625		Level 1
HoldCo Note	151,740		139,968		144,153		Level 3
	2,389,165		2,344,983		2,416,873
Peninsula Segment Debt:
Bank credit facility	742,400		718,807		754,364		Level 2
8.375% Senior Notes due 2018	350,000		341,058		363,125		Level 2
Other	3		3		3		Level 3
	1,092,403		1,059,868		1,117,492
Total debt	$	3,481,568	$	3,404,851	$	3,534,365

The estimated fair value of the Boyd Gaming Credit Facility is based on a relative value analysis performed on or about December 31, 2015 and December 31, 2014. The estimated fair value of the Peninsula Credit Facility is based on a relative value analysis performed on or about December 31, 2015 and December 31, 2014. The estimated fair values of our senior notes and Peninsula's senior notes are based on quoted market prices as of December 31, 2015 and December 31, 2014. Debt included in the "Other" category is fixed-rate debt that is not traded and does not have an observable market input; therefore, we have estimated its fair value based on a discounted cash flow approach, after giving consideration to the changes in market rates of interest, creditworthiness of both parties, and credit spreads.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2015 and 2014.

NOTE 14.    EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. These unions cover certain of our culinary, hotel and other trade workers. We are obligated to make defined contributions under these plans.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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The significant risks of participating in multi-employer plans include, but are not limited to, the following:

• We may elect to stop participating in our multi-employer plans. As a result, we may be required to pay a withdrawal liability based on the underfunded status of the plan as applicable. Our ability to fund such payments would be based on the results of our operations and subject to the risk factors that impact our business. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and impact our ability to meet our obligations to the multiemployer plan.

• We may contribute assets to the multiemployer plan for the benefit of our covered employees that are used to provide benefits to employees of other participating employers.

• We may be required to fund additional amounts if other participating employers stop contributing to the multiemployer plan.

Contributions, based on wages paid to covered employees, totaled approximately $1.4 million, $7.1 million and $8.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis.

We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. We expensed our voluntary contributions to the 401(k) profit-sharing plans and trusts of $3.3 million, $5.1 million and $5.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

On September 30, 2014, we deconsolidated Borgata, which resulted in decreased employer contributions to multiemployer plans and decreased expenses for voluntary contributions to the 401(k) profit-sharing plans and trusts during the years ended December 31, 2015 and 2014.

NOTE 15.    SEGMENT INFORMATION

We have aggregated certain of our properties in order to present five Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest and South; (iv) Peninsula; and (v) Borgata. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our properties.

Results of Operations - Total Reportable Segment Net Revenues and Adjusted EBITDA

We evaluate each of our wholly owned property's profitability based upon Property EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, project development, preopening and writedown expenses, other operating charges, net, share-based compensation expense, deferred rent, change in value of derivative instruments, and gain/loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, Midwest and South, and Peninsula segments, and also includes Borgata's operating income before net amortization, preopening and other items. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company. Although EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, EBITDA 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 facilitates comparisons between us and our competitors. Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to evaluate period-to-period results.

We reclassify the reporting of corporate expense on the accompanying table in order to exclude it from our subtotal for Total Reportable Segment Adjusted EBITDA. Furthermore, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Net Revenues
Las Vegas Locals	$	610,107		$	592,652		$	591,447
Downtown Las Vegas	234,191			224,275			222,715
Midwest and South	852,288			831,477			864,247
Peninsula	502,846			493,851			520,329
Borgata (1)	—			559,064			695,700
Total Reportable Segment Net Revenues	$	2,199,432		$	2,701,319		$	2,894,438
Adjusted EBITDA
Las Vegas Locals	$	157,312		$	144,397		$	137,501
Downtown Las Vegas	49,314			37,309			35,036
Midwest and South	196,822			169,977			179,976
Peninsula	184,120			175,081			185,269
Borgata (1)	102,095			137,936			119,237
Total Reportable Segment Adjusted EBITDA (2)	689,663			664,700			657,019
Corporate expense	(60,177		)	(59,420		)	(46,594		)
Adjusted EBITDA	629,486			605,280			610,425
Other operating costs and expenses
Deferred rent	3,428			3,618			3,831
Depreciation and amortization	207,118			251,044			278,413
Project development, preopening and writedowns	6,907			14,390			14,608
Share-based compensation expense	19,264			18,666			18,891
Impairments of assets	18,565			60,780			10,383
Other operating charges, net	907			(2,124		)	5,998
Our share of Borgata's other operating costs and expenses	28,674			7,390			—
Total other operating costs and expenses	284,863			353,764			332,124
Operating income	$	344,623		$	251,516		$	278,301

(1) Due to the reacquisition by our partner of its 50% ownership, we deconsolidated Borgata as of the close of business on September 30, 2014. Our consolidated statement of operations for the year ended December 31, 2013 includes Borgata’s financial results on a full consolidation basis for the entire year. Our consolidated statement of operations for the year ended December 31, 2014 includes Borgata’s financial results on a full consolidation basis for the nine months ended September 30, 2014, and reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the remainder of the year. Our consolidated statement of operations for the year ended December 31, 2015 reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the entire year.

(2) Total Reportable Segment Adjusted EBITDA excludes corporate expense.

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as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

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Total Assets

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

	December 31,
(In thousands)	2015		2014
Assets
Las Vegas Locals	$	1,155,224	$	1,164,115
Downtown Las Vegas	138,159		128,682
Midwest and South	1,263,751		1,302,002
Peninsula	1,370,991		1,426,994
Total Reportable Segment assets	3,928,125		4,021,793
Corporate	422,775		400,591
Total assets	$	4,350,900	$	4,422,384

Capital Expenditures

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

	Year Ended December 31,
(In thousands)	2015		2014			2013
Capital Expenditures:
Las Vegas Locals	$	41,772	$	31,653		$	30,861
Downtown Las Vegas	13,000		9,917			5,505
Midwest and South	42,130		55,273			39,589
Peninsula	18,757		33,756			27,094
Borgata (1)	—		11,623			22,357
Total Reportable Segment Capital Expenditures	115,659		142,222			125,406
Corporate	12,646		(8,786		)	12,173
Other	—		—			28
Total Capital Expenditures	128,305		133,436			137,607
Change in Accrued Property Additions	2,865		15,938			6,913
Cash-Based Capital Expenditures	$	131,170	$	149,374		$	144,520

(1) Borgata capital expenditures are only included through the date of deconsolidation, September 30, 2014.

The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries.

105

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 16.     SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected quarterly financial information:

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	83,558		98,182			100,530		62,353			344,623
Net income (loss) attributable to Boyd Gaming Corporation	35,103		(6,425		)	25,425		(6,869		)	47,234
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

	Year Ended December 31, 2014
(In thousands, except per share data)	First			Second		Third			Fourth			Year
Summary Operating Results:
Net revenues	$	708,349		$	722,534	$	738,843		$	531,593		$	2,701,319
Operating income	68,516			86,979		73,774			22,247			251,516
Net income (loss) attributable to Boyd Gaming Corporation	(6,182		)	669		(15,105		)	(32,423		)	(53,041		)
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)
Diluted net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)

Due to the deconsolidation of Borgata on September 30, 2014, our quarterly financial results shown above reflect Borgata on a full consolidation basis for periods ending on or before September 30, 2014, and reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the fourth quarter of 2014. Additionally, because income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total income (loss) per share amounts for the year. The per share amounts in the second half of 2014 were impacted by our issuance of 18,975,000 shares of common stock in the third quarter of 2014.

NOTE 17.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 9.125% Senior Notes due December 2018 and 6.875% Senior Notes due May 2023 is presented below. The notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

106

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	124,426	$	34,172		$	221		$	—		$	158,821
Other current assets	14,602		61,157		23,660			—			(1,008		)	98,411
Property and equipment, net	68,515		1,745,203		411,624			—			—			2,225,342
Investments in subsidiaries	3,547,690		138,116		—			—			(3,441,185		)	244,621
Intercompany receivable	—		1,867,783		—			—			(1,867,783		)	—
Other assets, net	12,521		8,982		26,838			—			—			48,341
Intangible assets, net	—		406,540		483,514			—			—			890,054
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,250		$	—		$	—		$	29,750
Current liabilities	102,946		146,178		76,482			—			(285		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		—		3,192			—			(3,192		)	—
Intercompany payable	720,400		—		1,147,082			475			(1,867,957		)	—
Long-term debt, net of current maturities	2,255,800		—		983,999			—			—			3,239,799
Other long-term liabilities	34,723		154,633		58,663			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,592		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,542		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900

107

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Balance Sheets - continued

	December 31, 2014
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	111,452	$	33,668		$	219		$	—		$	145,341
Other current assets	10,234		69,012		21,980			—			(4,617		)	96,609
Property and equipment, net	65,365		1,775,486		445,257			—			—			2,286,108
Investments in subsidiaries	3,345,735		150,694		—			—			(3,273,712		)	222,717
Intercompany receivable	—		1,637,101		—			—			(1,637,101		)	—
Other assets, net	12,595		9,149		30,306			—			—			52,050
Intangible assets, net	—		425,083		509,166			—			—			934,249
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,253		$	—		$	—		$	29,753
Other current liabilities	82,711		160,542		84,427			—			(238		)	327,442
Accumulated losses of subsidiaries in excess of investment	—		—		3,619			—			(3,619		)	—
Intercompany payable	668,310		—		972,425			397			(1,641,132		)	—
Long-term debt, net of current maturities	2,183,485		—		1,191,613			—			—			3,375,098
Other long-term liabilities	39,888		169,824		42,292			—			—			252,004
Boyd Gaming Corporation stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,491		)	438,037
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,441		)	438,087
Total liabilities and stockholders' equity	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384

108

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	1,670,301	$	551,199		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		892,039		296,985			—			—			1,190,824
Selling, general and administrative	48,173		215,362		58,903			—			(18		)	322,420
Maintenance and utilities	—		89,800		14,748			—			—			104,548
Depreciation and amortization	6,179		128,269		72,670			—			—			207,118
Corporate expense	71,700		227		5,014			—			—			76,941
Project development, preopening and writedowns	884		1,101		4,846			76			—			6,907
Impairment of assets	—		17,500		1,065			—			—			18,565
Other operating items, net	599		112		196			—			—			907
Intercompany expenses	1,204		121,727		20,660			—			(143,591		)	—
Total operating costs and expenses	130,539		1,466,137		475,087			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	189,980		50,228		(76		)	—			(166,711		)	73,421
Operating income (loss)	180,982		254,392		76,036			(76		)	(166,711		)	344,623
Other expense (income)
Interest expense, net	125,890		10,867		85,975			—			—			222,732
Loss on early extinguishments of debt	30,829		—		9,904			—			—			40,733
Other, net	396		2,660		620			—			—			3,676
Boyd's share of Borgata's non-operating items, net	—		37,422		—			—			—			37,422
Total other expense, net	157,115		50,949		96,499			—			—			304,563
Income (loss) before income taxes	23,867		203,443		(20,463		)	(76		)	(166,711		)	40,060
Income taxes benefit (provision)	23,367		1,981		(18,174		)	—			—			7,174
Net income (loss)	$	47,234	$	205,424	$	(38,637	)	$	(76	)	$	(166,711	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,161	$	(38,900	)	$	(76	)	$	(166,185	)	$	46,971

109

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	1,620,170		$	542,538		$	559,064		$	(137,612	)	$	2,701,319
Operating costs and expenses
Operating	1,800			879,073			303,570			290,005			—			1,474,448
Selling, general and administrative	46,708			223,741			57,370			101,930			(220		)	429,529
Maintenance and utilities	—			94,654			14,871			47,211			—			156,736
Depreciation and amortization	5,667			126,444			76,804			42,129			—			251,044
Corporate expense	71,951			220			3,455			—			—			75,626
Project development, preopening and writedowns	105			7,130			6,350			805			—			14,390
Impairment of assets	320			51,489			8,971			—			—			60,780
Other operating items, net	164			—			(177		)	(2,111		)	—			(2,124		)
Intercompany expenses	1,204			116,105			20,083			—			(137,392		)	—
Total operating costs and expenses	127,919			1,498,856			491,297			479,969			(137,612		)	2,460,429
Equity in earnings of subsidiaries	85,360			(20,191		)	(162		)	—			(54,381		)	10,626
Operating income (loss)	74,600			101,123			51,079			79,095			(54,381		)	251,516
Other expense (income)
Interest expense, net	132,204			5,527			90,450			53,327			—			281,508
Loss on early extinguishments of debt	—			—			1,536			—			—			1,536
Other, net	(793		)	—			841			—			—			48
Boyd's share of Borgata's non-operating items, net	—			9,309			—			—			—			9,309
Total other expense, net	131,411			14,836			92,827			53,327			—			292,401
Income (loss) before income taxes	(56,811		)	86,287			(41,748		)	25,768			(54,381		)	(40,885		)
Income taxes benefit (provision)	3,770			13,127			(14,525		)	(3,125		)	—			(753		)
Net income (loss)	(53,041		)	99,414			(56,273		)	22,643			(54,381		)	(41,638		)
Net income attributable to noncontrolling interest	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,414		$	(56,273	)	$	22,643		$	(65,784	)	$	(53,041	)
Comprehensive income (loss)	$	(51,577	)	$	100,878		$	(54,809	)	$	22,643		$	(57,309	)	$	(40,174	)

110

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Consolidating Statements of Operations - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	123,951		$	1,650,002		$	570,267		$	697,633		$	(147,415	)	$	2,894,438
Operating costs and expenses
Operating	1,848			901,668			315,365			367,981			—			1,586,862
Selling, general and administrative	46,880			231,260			63,349			148,779			(42		)	490,226
Maintenance and utilities	—			92,014			14,680			59,704			—			166,398
Depreciation and amortization	6,619			121,893			90,155			59,746			—			278,413
Corporate expense	59,128			119			4,002			—			—			63,249
Project development, preopening and writedowns	1,586			1,804			8,874			4,277			(1,933		)	14,608
Impairment of assets	—			13,634			4,450			5,033			(12,734		)	10,383
Other operating items, net	427			2,075			359			3,137			—			5,998
Intercompany expenses	1,213			122,630			21,598			—			(145,441		)	—
Total operating costs and expenses	117,701			1,487,097			522,832			648,657			(160,150		)	2,616,137
Equity in earnings of subsidiaries	101,148			(38,981		)	—			—			(62,167		)	—
Operating income (loss)	107,398			123,924			47,435			48,976			(49,432		)	278,301
Other expense (income)
Interest expense, net	153,893			9,662			94,917			83,711			—			342,183
Loss on early extinguishments of debt	25,001			—			3,343			25,858			—			54,202
Other, net	137			—			(2,227		)	—			—			(2,090		)
Total other expense, net	179,031			9,662			96,033			109,569			—			394,295
Income (loss) from continuing operations before income taxes	(71,633		)	114,262			(48,598		)	(60,593		)	(49,432		)	(115,994		)
Income taxes benefit (provision)	(8,631		)	3,959			(3,093		)	4,415			—			(3,350		)
Income (loss) from continuing operations, net of tax	(80,264		)	118,221			(51,691		)	(56,178		)	(49,432		)	(119,344		)
Income (loss) from discontinued operations, net of tax	—			—			23,524			—			(12,734		)	10,790
Net income (loss)	(80,264		)	118,221			(28,167		)	(56,178		)	(62,166		)	(108,554		)
Net loss attributable to noncontrolling interest	—			—			—			—			28,290			28,290
Net income (loss) attributable to controlling interest	$	(80,264	)	$	118,221		$	(28,167	)	$	(56,178	)	$	(33,876	)	$	(80,264	)
Comprehensive income	$	(80,819	)	$	117,666		$	(28,722	)	$	(56,178	)	$	(61,056	)	$	(109,109	)

111

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	318,391		$	(76,692	)	$	(76	)	$	(3,857	)	$	339,846
Cash flows from investing activities
Capital expenditures	(48,591		)	(63,635		)	(18,944		)	—			—			(131,170		)
Net activity with affiliates	—			(230,682		)	—			—			230,682			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			—			1,236			—			—			4,528
Net cash from investing activities	(34,099		)	(294,317		)	(17,708		)	—			219,482			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			—			345,500			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	—			(425,150		)	—			—			(1,636,350		)
Proceeds from issuance of senior notes, net	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	—			(157,813		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			332,467			78			(226,825		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Other financing activities	—			—			—			—			—			—
Net cash from financing activities	(67,981		)	(11,100		)	94,904			78			(215,625		)	(199,724		)
Net change in cash and cash equivalents	—			12,974			504			2			—			13,480
Cash and cash equivalents, beginning of period	2			111,452			33,668			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	124,426		$	34,172		$	221		$	—		$	158,821

112

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	234,242		$	92,617		$	35,832		$	(308	)	$	322,859
Cash flows from investing activities
Capital expenditures	(43,164		)	(60,686		)	(33,901		)	(11,623		)	—			(149,374		)
Deconsolidation of Borgata	—			—			—			(26,891		)	—			(26,891		)
Net activity with affiliates	—			(162,689		)	—			—			162,689			—
Distributions from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(660		)	(5,252		)	2,197			—			(3,715		)
Net cash from investing activities	(37,864		)	(224,035		)	(39,153		)	(36,317		)	157,389			(179,980		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			—			317,400			410,900			—			1,558,700
Payments under bank credit facility	(910,700		)	—			(377,150		)	(444,900		)	—			(1,732,750		)
Debt financing costs, net	(83		)	—			—			(205		)	—			(288		)
Payments under note payable	—			—			(9		)	—			—			(9		)
Payments on retirements of long-term debt	—			—			—			(2,850		)	—			(2,850		)
Net activity with affiliates	155,952			—			6,297			132			(162,381		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(5,200		)	(53,562		)	(36,923		)	(157,081		)	(175,376		)
Net change in cash and cash equivalents	2			5,007			(98		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			106,445			33,766			37,627			—			177,838
Cash and cash equivalents, end of period	$	2		$	111,452		$	33,668		$	219		$	—		$	145,341

113

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(229,447	)	$	407,349		$	42,719		$	51,748		$	4,666		$	277,035
Cash flows from investing activities
Capital expenditures	(44,985		)	(49,847		)	(27,331		)	(22,357		)	—			(144,520		)
Proceeds from sale of Echelon, net	343,750			—			—			—			—			343,750
Proceeds from sale of other assets, net	4,875			—			—			—			—			4,875
Cash paid for exercise of LVE option	(187,000		)	—			—			—			—			(187,000		)
Investments in and advances to unconsolidated subsidiaries, net	(2,400		)	—			—			—			2,400			—
Net activity with affiliates	—			(372,171		)	759			42			371,370			—
Distribution from subsidiary	9,620			—			—			—			(9,620		)	—
Other investing activities	—			—			(1,253		)	3,726			—			2,473
Net cash from investing activities	123,860			(422,018		)	(27,825		)	(18,589		)	364,150			19,578
Cash flows from financing activities
Borrowings under bank credit facility	2,920,675			—			354,700			444,500			—			3,719,875
Payments under bank credit facility	(2,927,800		)	—			(406,950		)	(424,600		)	—			(3,759,350		)
Debt financing costs, net	(24,349		)	—			(10,288		)	(10,115		)	—			(44,752		)
Payments under note payable	(10,341		)	—			(479		)	—			—			(10,820		)
Payments on retirements of long-term debt	(459,278		)	—			—			(416,209		)	—			(875,487		)
Net proceeds from issuance of term loan	—			—			—			376,200			—			376,200
Advances from parent	—			2,400			—			—			(2,400		)	—
Net activity with affiliates	376,036			—			—			—			(376,036		)	—
Distributions to parent	—			—			(9,620		)	—			9,620			—
Stock options exercised	13,752			—			—			—			—			13,752
Proceeds from sale of common stock, net	216,467			—			—			—			—			216,467
Other financing activities	(2,095		)	—			—			—			—			(2,095		)
Net cash from financing activities	103,067			2,400			(72,637		)	(30,224		)	(368,816		)	(366,210		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			(2,144		)	—			—			(2,144		)
Cash flows from investing activities	—			—			56,751			—			—			56,751
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			—			54,607			—			—			54,607
Net change in cash and cash equivalents	(2,520		)	(12,269		)	(3,136		)	2,935			—			(14,990		)
Cash and cash equivalents, beginning of period	2,520			118,714			36,619			34,692			—			192,545
Change in cash classified as discontinued operations	—			—			283			—			—			283
Cash and cash equivalents, end of period	$	—		$	106,445		$	33,766		$	37,627		$	—		$	177,838

114

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 18.     RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of our outstanding shares of common stock as of December 31, 2015. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2015, 2014 and 2013, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

Borgata Ground Leases

Borgata leases approximately 8.4 acres from MGM that provides the land on which Borgata's existing surface parking lot resides. The lease is on a month-to-month term and may be terminated by either party effective on the last day of the month that is three months after notice is given. Pursuant to the surface lot ground lease agreement, Borgata's lease payment is comprised of a de minimus monthly payment to MGM and the property taxes, which are paid directly to the taxing authority. Property taxes incurred for this ground lease agreement were $0.8 million through September 30, 2014, the date of deconsolidation, and $3.2 million for the year ended December 31, 2013. These amounts were included in selling, general and administrative on the consolidated statements of operations.

NOTE 19.    SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after December 31, 2015. During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

115

BOYD GAMING CORPORATION AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

	December 31,
(In thousands)	2015			2014
Assets
Cash and cash equivalents	$	2		$	2
Other current assets	14,602			10,234
Property and equipment, net	68,515			65,365
Investments in subsidiaries	3,547,690			3,345,735
Other assets, net	12,521			12,595
Total assets	$	3,643,330		$	3,433,931
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500		$	21,500
Current liabilities	102,946			82,711
Intercompany payable	720,400			668,310
Long-term debt, net of current maturities	2,255,800			2,183,485
Other long-term liabilities	34,723			39,888
Common stock	1,117			1,093
Additional paid-in capital	945,041			922,112
Retained earnings (deficit)	(437,881		)	(485,115		)
Accumulated other comprehensive loss, net	(316		)	(53		)
Total stockholders' equity (deficit)	507,961			438,037
Total liabilities and stockholders' equity	$	3,643,330		$	3,433,931

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

116

BOYD GAMING CORPORATION AND SUBSIDIARIES

SCHEDULE I (continued)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF OPERATIONS

	Year Ended December 31,
(In thousands)	2015			2014			2013
Net revenues	$	121,541		$	117,159		$	123,951
Operating costs and expenses
Operating	1,800			1,800			1,848
Selling, general and administrative	48,173			46,708			46,880
Depreciation and amortization	6,179			5,667			6,619
Corporate expense	71,700			71,951			59,128
Project development, preopening and writedowns	884			105			1,586
Impairment of assets	—			320			—
Other operating items, net	599			164			427
Intercompany expenses	1,204			1,204			1,213
Total operating costs and expenses	130,539			127,919			117,701
Equity in earnings (losses) of subsidiaries	189,980			85,360			101,148
Operating income	180,982			74,600			107,398
Other expense (income)
Interest expense, net	125,890			132,204			153,893
Loss on early extinguishments of debt	30,829			—			25,001
Other, net	396			(793		)	137
Total other expense, net	157,115			131,411			179,031
Income (loss) before income taxes	23,867			(56,811		)	(71,633		)
Income taxes benefit (provision)	23,367			3,770			(8,631		)
Net income (loss)	47,234			(53,041		)	(80,264		)
Other comprehensive income (loss):
Fair value of adjustments to available-for-sale securities	(263		)	1,464			(555		)
Comprehensive income (loss)	$	46,971		$	(51,577	)	$	(80,819	)

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

117

BOYD GAMING CORPORATION AND SUBSIDIARIES

SCHEDULE I (continued)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(In thousands)	2015			2014			2013
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	(39,524	)	$	(229,447	)
Cash flows from investing activities
Capital expenditures	(48,591		)	(43,164		)	(44,985		)
Proceeds from sale of Echelon, net	—			—			343,750
Proceeds from sale of other assets, net	—			—			4,875
Cash paid for exercise of LVE option	—			—			(187,000		)
Investments in and advances to unconsolidated subsidiaries, net	—			—			(2,400		)
Distributions from subsidiary	11,200			5,300			9,620
Other investing activities	3,292			—			—
Net cash from investing activities	(34,099		)	(37,864		)	123,860
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			830,400			2,920,675
Payments under bank credit facility	(1,211,200		)	(910,700		)	(2,927,800		)
Proceeds from issuance of senior notes, net	750,000			—			—
Debt financing costs, net	(14,004		)	(83		)	(24,349		)
Payments on retirements of long-term debt	(500,000		)	—			(459,278		)
Premium and consent fees paid	(24,246		)	—			—
Payments under note payable	—			—			(10,341		)
Net activity with affiliates	(105,720		)	155,952			376,036
Share-based compensation activities, net	3,689			1,791			13,752
Proceeds from sale of common stock, net	—			—			216,467
Other financing activities	—			30			(2,095		)
Net cash from financing activities	(67,981		)	77,390			103,067
Change in cash and cash equivalents	—			2			(2,520		)
Cash and cash equivalents, beginning of period	2			—			2,520
Cash and cash equivalents, end of period	$	2		$	2		$	—
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	112,075		$	131,517		$	155,889
Cash paid (received) for income taxes, net of refunds	212			(3		)	2
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	4,296		$	6,931		$	—

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

118

BOYD GAMING CORPORATION AND SUBSIDIARIES

SCHEDULE I (continued)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1.    BASIS OF PRESENTATION

Schedule I, Condensed Financial Information of Registrant, is to be included in Securities and Exchange Commission (“SEC”) filings when restricted net assets of consolidated subsidiaries exceed 25% of consolidated net assets at the end of the latest fiscal year. Cash dividend payments by Peninsula Gaming, LLC, ("Peninsula") to Boyd Gaming Corporation (the "Company") are limited by the terms of the credit agreement (the "Peninsula Credit Agreement") dated as of November 14, 2012, with the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender, and L/C issuer and are contingent upon compliance with the covenants therein. This limitation on the transferability of assets constitutes a restriction of Peninsula net assets and is subject to certain exceptions.

The accompanying Condensed Financial Statements include the accounts of the Company and, on an equity basis, its subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the Boyd Gaming Corporation audited Consolidated Financial Statements presented in Item 8 of the Company's Form 10-K.

NOTE 2.    LONG-TERM OBLIGATIONS

The scheduled maturities of long-term debt, are as follows:

(In thousands)
For the year ending December 31,
2016	$	21,500
2017	21,500
2018	462,975
2019	9,000
2020	1,044,750
Thereafter	750,000
Total outstanding principal of long-term debt	$	2,309,725

NOTE 3.    DIVIDENDS

The Company received $11.2 million, $5.3 million and $9.6 million in dividends from its consolidated subsidiaries in 2015, 2014 and 2013, respectively.

NOTE 4.    COMMITMENTS AND CONTINGENCIES

Future minimum lease payments required under noncancelable operating leases, are as follows:

(In thousands)
For the year ending December 31,
2016	$	23,545
2017	27,798
2018	1,040
2019	655
2020	425
Thereafter	—
Total	$	53,463

119

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31, 2015.

ITEM 9A.    Controls and Procedures

As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Our independent registered public accounting firm also reported on the effectiveness of our internal controls over financial reporting. Management's report and the independent registered public accounting firm's attestation report are located below.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2015, based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2015, the end of our most recent fiscal year.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2015, which report follows below.

120

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Boyd Gaming Corporation and Subsidiaries:

We have audited the internal control over financial reporting of Boyd Gaming Corporation and Subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s Internal Control over Financial Reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 25, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 25, 2016

121

ITEM 9B.    Other Information

None

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

Information required by this item regarding the members of our board of directors and our audit committee, including our audit committee financial expert, is set forth under the captions Board Committees - Audit Committee, Director Nominees, and Section 16(a) Beneficial Ownership Reporting Compliance in our Definitive Proxy Statement to be filed in connection with our 2015 Annual Meeting of Stockholders and is incorporated herein by reference.

The following table sets forth the non-director executive officers of Boyd Gaming Corporation as of February 18, 2016:

Name	Age	Position
Brian A. Larson	60	Executive Vice President, Secretary and General Counsel
Josh Hirsberg	54	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Theodore A. Bogich	60	Executive Vice President, Operations
Stephen S. Thompson	56	Executive Vice President, Operations
Anthony D. McDuffie	55	Vice President and Chief Accounting Officer (Principal Accounting Officer)

Brian A. Larson has served as our Executive Vice President and General Counsel since January 1, 2008 and as our Secretary since February 2001. Mr. Larson became our Senior Vice President and General Counsel in January 1998. He became our Associate General Counsel in March 1993 and Vice President-Development in June 1993.

Josh Hirsberg joined the Company as our Senior Vice President, Chief Financial Officer and Treasurer effective January 1, 2008 and was promoted to Executive Vice President effective January 13, 2016. Prior to his position with the Company, Mr. Hirsberg served as the Chief Financial Officer for EdgeStar Partners, a Las Vegas-based resort development concern. He previously held several senior-level finance positions in the gaming industry, including Vice President and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment.

Theodore A. Bogich was appointed an Executive Vice President, Operations on January 13, 2016. Mr. Bogich joined Boyd Gaming in 2004 as Vice President and General Manager of Sam’s Town Tunica, and was named Vice President and General Manager of Blue Chip Casino Hotel in Michigan City, Indiana, in 2007. He was promoted to Senior Vice President, Operations in 2012.

Stephen S. Thompson was appointed an Executive Vice President, Operations on January 13, 2016. Prior to his being appointed this position, Mr. Thompson served in numerous senior executive positions with Boyd Gaming since joining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004.

Anthony D. McDuffie has served as our Vice President and Chief Accounting Officer since March 2013. Prior to being appointed Vice President and Chief Accounting Officer, Mr. McDuffie, served as the Company's Director, Accounting Policy & Reporting, since October 2012. Mr. McDuffie previously served as Vice President, Finance and Controller of Pinnacle Airlines Corp. from October 2011 until September 2012. Prior to joining Pinnacle Airlines, Mr. McDuffie served as a financial accounting consultant to businesses in the manufacturing, health care and emergency air ambulance industries from May 2009 until October 2011.  Mr. McDuffie served as Controller and Chief Accounting Officer of Caesars Entertainment Corporation from November 2001 to May 2009.

Code of Ethics. We have adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to each of our directors, executive officers and employees. Our Code of Ethics is posted on our website at www.boydgaming.com. Any waivers or amendments to our Code of Ethics will be posted on our website.

ITEM 11.    Executive Compensation

The information required by this item is set forth under the captions Executive Officer and Director Compensation, Compensation and Stock Option Committee Interlocks and Insider Participation, and Compensation and Stock Option Committee Report in our Definitive Proxy Statement to be filed in connection with our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

122

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is set forth under the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our Definitive Proxy Statement to be filed in connection with our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the captions Transactions with Related Persons and Director Independence in our Definitive Proxy Statement to be filed in connection with our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14.    Principal Accounting Fees and Services

Information about principal accounting fees and services, as well as the audit committee's pre-approval policies appears under the captions Audit and Non-Audit Fees and Audit Committee Pre-Approval of Audit and Non-Audit Services in our Definitive Proxy Statement to be filed in connection with our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

123

PART IV

ITEM 15.    Exhibits, Financial Statement Schedules

1. Financial Statements

Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below:

	Page No.
Report of Independent Registered Public Accounting Firm	55
Consolidated Balance Sheets at December 31, 2015 and 2014	56
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013	57
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013	58
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013	59
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	60
Notes to Consolidated Financial Statements	62

2. Financial Statement Schedules

Schedule I

	Page No.
Condensed Financial Information of Registrant Company as of December 31, 2015 and 2015 and for the Years Ended December 31, 2015, 2014 and 2013	116

We have omitted schedules other than the one listed above because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report.

3. Exhibit List

Exhibit
Number	Description of Exhibit	Method of Filing
2.1	Purchase Agreement, entered into as of June 5, 2006, by and among the Registrant, FGB Development, Inc., Boyd Florida, LLC, The Aragon Group, Inc., Summersport Enterprises, LLLP, the Shareholders of The Aragon Group, Inc., The Limited Partners of Summersport Enterprises, LLLP, and Stephen F. Snyder, as Shareholder Representative With Respect to Dania Jai-alai	Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
2.2	Unit Purchase Agreement, dated as of July 25, 2006, as amended, by and among the Registrant, Coast Hotels and Casinos, Inc., Silverado South Strip, LLC, and Michael J. Gaughan	Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on October 31, 2006.
2.3	Agreement for Exchange of Assets and Joint Escrow Instructions, dated as of September 29, 2006, entered into by and between Coast Hotels and Casinos, Inc. and Harrah's Operating Company, Inc.	Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

124

2.4	Letter Agreement entered into as of February 26, 2007, by and between Coast Hotels and Casinos, Inc. and Harrah's Operating Company, Inc. amending that certain Agreement for Exchange of Assets and Joint Escrow Instructions previously entered into by and between the parties as of September 29, 2006	Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
2.5	Letter Agreement entered into as of August 11, 2006, by and among the Registrant, FGB Development, Inc., Boyd Florida, LLC, The Aragon Group, Inc., Summersport Enterprises, LLLP, and Stephen F. Snyder, individually and as Shareholder Representative, amending certain provisions of that certain Purchase Agreement previously entered into among the parties as of June 5, 2006	Incorporated by reference to Exhibit 2.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
2.6**	Second Amendment to the Purchase Agreement entered into as of February 16, 2007, by and among the Registrant, the Aragon Group and the other parties thereto	Incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
2.7	Third Amendment to the Purchase Agreement and Promissory Note related thereto entered into as of January 15, 2009, by and among Boyd Gaming Corporation, the Aragon Group and the other parties thereto	Incorporated by reference to Exhibit 2.7 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008.
2.8	Agreement and Plan of Merger, dated as of May 16, 2012, entered into by and among, Boyd Gaming Corporation, Boyd Acquisition II, LLC, Boyd Acquisition Sub, LLC, Peninsula Gaming Partners, LLC and Peninsula Gaming, LLC.	Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on May 16, 2012.
2.9	Membership Interest Purchase and Sale Agreement and Joint Escrow Instructions, dated as of March 1, 2013, by and between Echelon Resorts, LLC, Coast Hotels and Casinos, Inc., Genting Assets, Inc, and Genting Berhad dated March 1, 2013.	Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2013
2.10	Asset Purchase Agreement among LVE Energy Partners, LLC, Echelon Resorts LLC, and Boyd Gaming Corporation, dated March 1, 2013.	Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2013
2.11	Membership Interest Purchase and Sale Agreement and Joint Escrow Instructions, dated as of March 1, 2013, by and between Echelon Resorts, LLC, Coast Hotels and Casinos, Inc., Genting Assets, Inc. and Genting Berhad	Incorporated by reference from of the Registrant's Current Report on Form 8-K filed with the SEC on March 7, 2013
2.12	Asset Purchase Agreement, dated as of February 22, 2013, by and among Dania Entertainment Center, LLC, The Aragon Group and Summersport Enterprises, LLC.	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2013.
3.1	Amended and Restated Bylaws	Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the SEC on March 27, 2013.
3.2	Amended and Restated Articles of Incorporation of the Registrant	Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.

125

4.1	Form of Indenture relating to senior debt securities	Incorporated by reference to Exhibit 4.1 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.
4.2	Form of Indenture relating to subordinated debt securities	Incorporated by reference to Exhibit 4.2 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.
4.3	Indenture (including form of Subordinated Debt Securities) with respect to Subordinated Debt Securities, dated as of January 25, 2006, by and between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee.	Incorporated by reference to Exhibit 4.9 of the Registrant's Current Report on Form 8-K filed with the SEC on January 26, 2006.
4.4	Lender Joinder Agreement, dated November 2, 2011, among The Company, Bank of America, N.A., as the Administrative Agent, and Bank of America, N.A., as the Increasing Lender	Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on November 3, 2011.
4.5	Indenture governing the Company's 9.125% senior notes, dated November 10, 2010, by and between the Company and U.S. Bank National Association, as trustee.	Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the SEC on November 12, 2010.
4.6	Indenture governing the Company's 9% Senior Notes due 2020, dated June 8, 2012, by and between the Company and U.S. Bank National Association, as trustee.	Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on June 13, 2012.
4.7	First Supplemental Indenture, relating to the 9.0% Senior Notes due 2020, dated as of August 14, 2013 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee, to that certain Indenture dates as of June 8, 2012, among the Company, the Guarantors party thereto, and U.S. Bank National.	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
4.8	Second Supplemental Indenture, related to the 9.125% Senior Notes due 2018, dated as of August 14, 2013, among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee, to that certain Indenture dated as of November 10, 2010 among the Company, the Guarantors party thereto, and U.S. Bank National Association, as Trustee.	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on August 19, 2013.
4.9	Indenture governing Boyd Acquisition Sub, LLC's and Boyd Acquisition Finance Corp.'s 8.375% Senior Notes due 2018, dated August 16, 2012, by and among the Issuers and U.S. Bank National Association, as trustee.	Incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed August 21, 2012.
4.10	Form of Indenture relating to senior debt securities between the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee.	Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed May 8, 2015.

126

4.11	First Supplemental Indenture, the Company's 6.875% Senior Notes due 2023, dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee, to that certain Indenture dated May 21, 2015, by and among the Company, Guarantors party thereto and Wilmington Trust, National Association, as Trustee.	Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed May 21, 2015.
10.1	Ninety-Nine Year Lease dated June 30, 1954, by and among Fremont Hotel, Inc., and Charles L. Ronnow and J.L. Ronnow, and Alice Elizabeth Ronnow	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.2	Lease Agreement dated October 31, 1963, by and between Fremont Hotel, Inc. and Cora Edit Garehime	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.3	Lease Agreement dated December 31, 1963, by and among Fremont Hotel, Inc., Bank of Nevada and Leon H. Rockwell, Jr.	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.4	Lease Agreement dated June 7, 1971, by and among Anthony Antonacci, Margaret Fay Simon and Bank of Nevada, as Co-Trustees under Peter Albert Simon's Last Will and Testament, and related Assignment of Lease dated February 25, 1985 to Sam-Will, Inc. and Fremont Hotel, Inc.	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.5	Lease Agreement dated July 25, 1973, by and between CH&C and William Peccole, as Trustee of the Peter Peccole 1970 Trust	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995.
10.6	Lease Agreement dated July 1, 1974, by and among Fremont Hotel, Inc. and Bank of Nevada, Leon H. Rockwell, Jr. and Margorie Rockwell Riley	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.7	Ninety-Nine Year Lease, dated December 1, 1978, by and between Matthew Paratore, and George W. Morgan and LaRue Morgan, and related Lease Assignment dated November 10, 1987, to Sam-Will, Inc., d.b.a. Fremont Hotel and Casino	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.
10.8	Form of Indemnification Agreement	Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993.
10.9	401(k) Profit Sharing Plan and Trust	Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992.

127

10.10*	2000 Executive Management Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000).	Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 21, 2000.
10.11*	1996 Stock Incentive Plan (as amended on May 25, 2000)	Incorporated by reference to Exhibit 10.35 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
10.12	Second Amended and Restated Joint Venture Agreement of Marina District Development Company, dated as of August 31, 2000	Incorporated by reference to Exhibit 10.36 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
10.13	Contribution and Adoption Agreement by and among Marina District Development Holding Co., LLC, MAC, Corp. and Boyd Atlantic City, Inc., effective as of December 13, 2000	Incorporated by reference to Exhibit 10.30 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
10.14*	Annual Incentive Plan	Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
10.15*	Form of Stock Option Award Agreement under the 1996 Stock Incentive Plan	Incorporated by reference to Exhibit 10.37 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
10.16*	Form of Stock Option Award Agreement pursuant to the 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
10.17*	Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
10.18*	The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees	Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10.19*	Amendment Number 1 to the Amended and Restated Deferred Compensation Plan	Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10.20*	Amendment Number 2 to the Amended and Restated Deferred Compensation Plan	Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10.21*	Amendment Number 3 to the Amended and Restated Deferred Compensation Plan	Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10.22*	Amendment Number 4 to the Amended and Restated Deferred Compensation Plan	Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10.23	Ground Lease dated as of October 1, 1995, between the Tiberti Company and Coast Hotels and Casinos, Inc. (as successor to Gold Coast Hotel and Casino)	Incorporated by reference to an exhibit to Coast Resorts, Inc.'s Amendment No. 2 to General Form for Registration of Securities on Form 10 (Commission File No. 000-26922) filed with the Commission on January 12, 1996.

128

10.24*	Form of Stock Option Award Agreement Under the Registrant's Directors' Non-Qualified Stock Option Plan	Incorporated by reference to Exhibit 10.48 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
10.25*	Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)	Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008.
10.26*	Amendment Number 5 to the Amended and Restated Deferred Compensation Plan	Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.
10.27*	Amended and Restated 2000 Executive Management Incentive Plan	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
10.28*	Amended and Restated 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
10.29*	Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors	Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
10.30*	Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans	Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006.
10.31*	Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006.
10.32*	Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
10.33*	Change in Control Severance Plan for Tier I, II and III Executives	Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.
10.34	Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan	Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.
10.35	Iowa Racing and Gaming Commission Gaming License, dated July 15, 1999	Incorporated by reference to Exhibit 10.l6 of Diamond Jo, LLC's Form S-4 filed October 12, 1999.
10.36	Offer to Purchase Real Estate, Acceptance and Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society	Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.
10.37	Closing Agreement, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society	Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.

129

10.38	Real Estate Ground Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society	Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006.
10.39	Minimum Assessment Agreement, dated October 1, 2007, among Diamond Jo, LLC, the City of Dubuque, Iowa and the City Assessor of the City of Dubuque, Iowa	Incorporated by reference to Exhibit 10.63 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008.
10.40	Amended and Restated Port of Dubuque Public Parking Facility Development Agreement, dated October 1, 2007, between the City of Dubuque, Iowa and Diamond Jo, LLC	Incorporated by reference to Exhibit 10.65 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008.
10.41	Lottery Gaming Facility Management Contract, dated October 19, 2010	Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Current Report on Form 8-K filed February 4, 2011.
10.42	Credit Agreement, dated as of November 14, 2012, among Boyd Acquisition Sub, LLC, as the Initial Borrower, Bank of America, N.A., as Administration Agent, Collateral Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., and UBS Securities LLC as Joint Lead Arrangers and Joint Book Managers.	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed November 20, 2012.
10.43	Seller Merger Consideration Note, dated November 20, 2012 made by Boyd Acquisition II, LLC in favor of Peninsula Gaming Partners, LLC.	Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed November 20, 2012.
10.44	First Amendment to Credit Agreement, dated May 1, 2013, among PGL, certain financial institutions and Bank of America, N.A., as administrative agent for the Lenders.	Incorporated by reference from the Registrant's Current Report on Form 8-K dated May 6, 2013.
10.45	Third Amended and Restated Credit Agreement dated as of August 14, 2013 among the Company certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender.	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 14, 2013.
10.46	Separation Agreement and Release, Dated September 19, 2014, by and between Paul J. Chakmak and the Registrant.	Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 10-Q for the quarter ended September 30, 2014.
12	Ratio of Earnings to Fixed Charges.	Filed electronically herewith
21.1	Subsidiaries of the Registrant.	Filed electronically herewith
23.1	Consent of Deloitte & Touche LLP.	Filed electronically herewith
24	Power of Attorney (included in Part IV to this Annual Report on Form 10-K).	Filed electronically herewith

130

31.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).	Filed electronically herewith
31.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).	Filed electronically herewith
32.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350.	Filed electronically herewith
32.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350.	Filed electronically herewith
99.1	Governmental Gaming Regulations	Filed electronically herewith
99.2	Audited Consolidated Financial Statements of Marina District Development Company, LLC, d.b.a Borgata Hotel Casino and Spa, as of and for the three years in the period ended December 31, 2015	Filed electronically herewith
101	The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2015; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (vi) Notes to Condensed Consolidated Financial Statements. ***	Filed electronically herewith

________________________________

*    Management contracts or compensatory plans or arrangements.

**    Certain portions of this exhibit have been granted confidential treatment by the Securities and Exchange Commission.

*** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

131

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2016.

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

132

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith E. Smith, Josh Hirsberg and Anthony D. McDuffie, and each of them, his attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ WILLIAM S. BOYD	Executive Chairman of the Board of Directors	February 25, 2016
William S. Boyd
/s/ MARIANNE BOYD JOHNSON	Vice Chairman of the Board of Directors,	February 25, 2016
Marianne Boyd Johnson	Executive Vice President and Director
/s/ KEITH E. SMITH	President, Chief Executive Officer and Director	February 25, 2016
Keith E. Smith	(Principal Executive Officer)
/s/ JOSH HIRSBERG	Executive Vice President, Chief Financial Officer and Treasurer	February 25, 2016
Josh Hirsberg
/s/ ROBERT L. BOUGHNER	Executive Vice President,	February 25, 2016
Robert L. Boughner	Chief Business Development Officer and Director
/s/ WILLIAM R. BOYD	Vice President and Director	February 25, 2016
William R. Boyd
/s/ JOHN BAILEY	Director	February 25, 2016
John Bailey
/s/ RICHARD FLAHERTY	Director	February 25, 2016
Richard Flaherty
/s/ MAJ. GEN. BILLY G. MCCOY, RET. USAF	Director	February 25, 2016
Maj. Gen. Billy McCoy Ret. USAF
/s/ CHRISTINE J. SPADAFOR	Director	February 25, 2016
Christine J. Spadafor
/s/ PETER M. THOMAS	Director	February 25, 2016
Peter M. Thomas
/s/ PAUL WHETSELL	Director	February 25, 2016
Paul Whetsell
/s/ VERONICA J. WILSON	Director	February 25, 2016
Veronica J. Wilson
/s/ ANTHONY D. MCDUFFIE	Vice President and Chief Accounting Officer	February 25, 2016
Anthony D. McDuffie	(Principal Accounting Officer)

133

EX-12

Exhibit 12
Boyd Gaming Corporation
Computation of Ratio of Earnings to Fixed Charges
(Unaudited)
	Year Ended December 31,
(In thousands, except ratio amounts)	2015			2014			2013			2012			2011
Income/(loss) from continuing operations before income taxes and (income) loss from unconsolidated affiliates	$	4,061		$	(42,202	)	$	(115,994	)	$	(1,139,235	)	$	(10,400	)
Add:
Fixed charges	234,380			296,831			358,305			300,471			254,867
Distributed income of equity investees	14,095			—			—			—			—
Subtract:
Interest capitalized	(136		)	(1,232		)	(1,108		)	(700		)	(354		)
Earnings/(losses), as defined (1)	$	252,400		$	253,397		$	241,203		$	(839,464	)	$	244,113
Fixed Charges:
Interest expensed, net of interest capitalized	$	224,590		$	283,387		$	344,330		$	290,004		$	250,731
Interest capitalized	136			1,232			1,108			700			354
Interest component of rental expense	9,654			12,212			12,867			9,767			3,782
Fixed Charges (2)	$	234,380		$	296,831		$	358,305		$	300,471		$	254,867
Ratio of earnings to fixed charges	1.1x			—			—			—			—
Deficiency of earnings to fixed charges	$	—		$	(43,434	)	$	(117,102	)	$	(1,139,935	)	$	(10,754	)

_______________________________________________

(1) For purposes of computing this ratio, "earnings" consist of income before income taxes and income/(loss) from unconsolidated affiliates, plus fixed charges (excluding capitalized interest) and distributed income of equity investees. Current year amortization of previously capitalized interest is not included as these amounts are not material.

(2) For purposes of computing this ratio, "fixed charges" include interest whether expensed or capitalized, amortization of debt expense, discount, or premium related to indebtedness (included in interest expense), and such portion of rental expense that we deem to be a reasonable representation of the interest factor.

EX-21.1

EXHIBIT 21.1

BOYD GAMING CORPORATION

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

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

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333- 17941, 333-79895, 333-68130, 333-90840, 333-119850, 333-129421, 333-153852, and 333-184158 on Form S-8 and No. 333-203814 on Form S-3ASR of our reports dated February 25, 2016, relating to the consolidated financial statements and financial statement schedule of Boyd Gaming Corporation and Subsidiaries, and the effectiveness of Boyd Gaming Corporation and Subsidiaries' internal control over financial reporting appearing in this Annual Report on Form 10-K of Boyd Gaming Corporation for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 25, 2016

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-17941, 333-79895, 333-68130, 333-90840, 333-119850, 333-129421, 333-153852, and 333-184158 on Form S-8 and No. 333-203814 on Form S-3ASR of our report dated February 25, 2016, relating to the consolidated financial statements of Marina District Development Company, LLC and Subsidiary as of December 31, 2015 and 2014 and for the three years ended December 31, 2015, appearing in this Annual Report on Form 10-K of Boyd Gaming Corporation for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Parsippany, NJ

February 25, 2016

EX-31.1

Exhibit 31.1

BOYD GAMING CORPORATION

CERTIFICATION

I, Keith E. Smith, certify that:

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

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

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

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

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

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:	February 25, 2016	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

BOYD GAMING CORPORATION

CERTIFICATION

I, Josh Hirsberg, certify that:

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

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

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

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

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

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:	February 25, 2016	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date;	February 25, 2016	By:	/s/ Keith E. Smith
			Keith E. Smith
			President and Chief Executive Officer

EX-32.2

Exhibit 32.2

BOYD GAMING CORPORATION

CERTIFICATION

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Executive Vice President, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date:	February 25, 2016	By:	/s/ Josh Hirsberg
			Josh Hirsberg
			Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

GOVERNMENTAL GAMING REGULATIONS

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do not know whether such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues and the elimination of betting on amateur sporting events and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

Some jurisdictions, including Nevada, Illinois, Indiana, New Jersey, Louisiana, Mississippi, Iowa and Kansas, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.

The indenture governing our outstanding notes provides that if a holder of a note or beneficial owner of a note is required to be licensed, qualified or found suitable under the applicable gaming laws and is not so licensed, qualified or found suitable within the time period specified by the applicable gaming authority, the holder will be required, at our request, to dispose of its notes within a time period that either we prescribe or such other time period prescribed by the applicable gaming authority, and thereafter, we shall have the right to redeem such holder’s notes.

Nevada

The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated by the Nevada Gaming Commission thereunder, which we refer to as the Nevada Act, including various local codes and ordinances. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, which we refer to as the Nevada Commission, the Nevada State Gaming Control Board, which we refer to as the Nevada Board, the Clark County Liquor and Gaming Licensing Board, and the City of Las Vegas, which, with the Nevada Commission and the Nevada Board, we collectively refer to as the Nevada Gaming Authorities.

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

• providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

• the prevention of cheating and fraudulent practices;

• the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and

• the provision of a source of state and local revenues through taxation and licensing fees.

Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.

Corporations that operate casinos in Nevada are required to be licensed by the Nevada Gaming Authorities. A gaming license requires the periodic payment of fees and taxes and is not transferable. We are registered by the Nevada Commission as a publicly traded corporation, or a Registered Corporation. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. We have been found suitable by the Nevada Commission to own the stock of California Hotel and Casino and of Coast Casinos, Inc. California Hotel and Casino is licensed by the Nevada Commission to operate non-restricted gaming activities at the California and Sam's Town Las Vegas and is additionally registered as a holding company and approved by the Nevada Gaming Authorities to own the stock of Sam-Will, Inc., the operator of the Fremont, Eldorado, Inc., the operator of the Eldorado Casino and Jokers Wild, and M.S.W., Inc., the operator of Main Street Station. Coast Casinos, Inc. is registered as a holding company and approved by the Nevada Gaming Authorities to own the stock of Coast Hotels and Casinos, Inc., the operator of Gold Coast Hotel and Casino, The Orleans Hotel and Casino, Suncoast Hotel and Casino, and the sports pool only at Renata's Supper Club. In 2003, the Nevada Commission approved Boyd Louisiana Racing Inc. and Boyd Racing L.L.C., d.b.a. Delta Downs Racetrack, Casino & Hotel, to share in the revenue from the conduct of off-track pari-mutuel wagering, under certain conditions, as it pertains to the broadcast of live racing events to licensed Nevada pari-mutuel race books. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of profits from, California Hotel and Casino or its subsidiaries or of Coast Casinos, Inc. or its subsidiary without first obtaining licenses and approvals from the Nevada Gaming Authorities, we refer to all of the foregoing entities collectively as the Licensed Subsidiaries. Boyd Gaming and all of its Licensed Subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Boyd Gaming and its Licensed Subsidiaries in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the Licensed Subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in gaming activities of the Licensed Subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities within 30 days as prescribed by law and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or any of our Licensed Subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require Boyd Gaming or any of its Licensed Subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

Boyd Gaming and its Licensed Subsidiaries are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by the Licensed Subsidiaries must be reported to, and/or approved by, the Nevada Commission.

If it were determined that the Nevada Act was violated by any of the Licensed Subsidiaries, the gaming licenses they hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act or Regulations at the discretion of the Nevada Commission. Further, a supervisor could be nominated by the Nevada Commission for court appointment to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations and our business, financial condition and results of operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability reviewed as a beneficial holder of our voting securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained such a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes include only:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and

• such other activities as the Nevada Commission may determine to be consistent with such investment intent.

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation. 

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, or any of our Licensed Subsidiaries, we:

• pay that person any dividend or interest upon voting securities of Boyd Gaming;

• allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;

• pay remuneration in any form to that person for services rendered or otherwise; or

• fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.

Additionally, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

The Nevada Commission may, at its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by such unsuitable person in connection with such securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner.

We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. Any representation to the contrary is unlawful. In October 2014, the Nevada Commission granted us three years, the maximum time permitted, in which to make public offerings of debt or equity. This three-year approval or continuous or delayed public offering approval, also known as a shelf approval, is subject to certain conditions and expires in October 2017, at which time we will seek to renew the approval. The Nevada Commission's approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board.

Changes in control of Boyd Gaming through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Gaming Authorities in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.  

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those licensees, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. As a Registered Corporation, the Nevada Act also requires prior approval of a plan of recapitalization proposed by our board of directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Clark County and the City of Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

An excise tax is also paid by casino operations upon the amount of consideration collected in connection with admission to certain indoor or outdoor premises or areas where live entertainment is provided, subject to certain exclusions.

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, which we refer to as Licensees, and who proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability.

The sale of food or alcoholic beverages at our Nevada casinos is subject to licensing, control and regulation by the applicable local authorities. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could, and a revocation would, have a significant adverse effect upon the operations of the affected casino or casinos.

Illinois

We are subject to the jurisdiction of the Illinois gaming authorities as a result of our ownership and operation of Par-A-Dice Hotel Casino in East Peoria, Illinois.

In February 1990, the State of Illinois legalized riverboat gambling. The Illinois Riverboat Gambling Act, which we refer to as the initial Illinois Act, authorizes the five-member Illinois Gaming Board, which we refer to as the Illinois Board, to issue up to ten riverboat gaming owners' licenses on navigable streams within or forming a boundary of the State of Illinois except for Lake Michigan and any waterway in Cook County, which includes Chicago. Pursuant to the initial Illinois Act, a licensed owner who holds greater than a 10% interest in one riverboat operation could hold no more than a 10% interest in any other riverboat operation. In addition, the initial Illinois Act restricted the location of certain of the ten owners' licenses. Four of the licenses were to be located on the Mississippi River, one license was to be at a location on the Illinois River south of Marshall County and one license had to be located on the Des Plaines River in Will County. The remaining licenses were not restricted as to location. Currently, ten owners' licenses are in operation, including one license in each of Alton, Aurora, Des Plaines, East Peoria, East St. Louis, Elgin, Metropolis, Rock Island and two licenses in Joliet.

The tenth license that was initially granted to Emerald Casino Inc. - an operator in East Dubuque which we refer to as Emerald Casino - was not renewed by the Illinois Board and was the subject of protracted litigation that concluded. Various appeals in the Illinois Appellate Court for the First and Fourth Districts followed the Illinois Board's denial of Emerald Casino's request for renewal of the tenth license on March 6, 2001 and subsequent revocation of the license in December 2005. Although the Illinois Appellate Court ultimately ordered the Illinois Board to issue Emerald Casino's license for renewal, the Illinois Appellate Court also affirmed the Illinois Board's decision to revoke that license. The Illinois Supreme Court refused Emerald Casino's request to review the latter decision, and Emerald Casino announced that it would not pursue any additional appeals in the matter. As a result, the Board authorized a bid process to issue the tenth license to a new operator. On December 6, 2007, the Illinois Department of Central Management Services issued a Request for Proposal to receive bids from investment banking firms to oversee the bid process. Credit Suisse was the successful bidder and oversaw the bid process for the tenth Illinois gaming license. Seven bids were submitted to the Illinois Board to provide gaming operations in Waukegan, Rosemont, Des Plaines, Stickney, Country Club Hills, Calumet City, and Harvey. The Illinois Board selected the Waukegan, Rosemont and Des Plaines sites as the three finalists. On December 22, 2008, the Illinois Board announced that it awarded the tenth Illinois gaming license to Midwest Gaming & Entertainment LLC, which developed and operates the Rivers Casino in Des Plaines. The Rivers Casino commenced gaming operations on June 18, 2011.

Furthermore, under the initial Illinois Act, no gambling could be conducted while a riverboat was docked. A gaming excursion could last no more than four hours, and a gaming excursion was deemed to have started when the first passenger boarded a riverboat. Gaming could continue during passenger boarding for a period of up to 30 minutes. Gaming was also allowed for a period of up to 30 minutes after the gangplank or its equivalent was lowered, thereby allowing passengers to exit the riverboat. During the 30-minute exit time period, new passengers were not allowed to board the riverboat. Although riverboats were mandated to cruise, there were certain exceptions. If a riverboat captain reasonably determined that either it was unsafe to transport passengers on the waterway due to inclement weather or the riverboat had been rendered temporarily inoperable by unforeseeable mechanical or structural difficulties or river icing, the riverboat could remain dockside or return to the dock. In those situations, a gaming excursion could commence or continue while the gangplank or its equivalent was raised and remained raised, in which event the riverboat was not considered docked. If a gaming excursion had to begin or continue with the gangplank or its equivalent raised, and the riverboat did not leave the dock, entry of new patrons on to the riverboat was prohibited until the completion of the excursion.

In June of 1999, amendments to the Illinois Act, which we refer to as the Amended Illinois Act, were passed by the legislature and signed into law by the Governor. The Amended Illinois Act redefined the conduct of gaming in the state. Pursuant to the Amended Illinois Act, riverboats can conduct gambling without cruising, and passengers can enter and leave a riverboat at any time. In addition, riverboats may now be located upon any water within Illinois, and not just navigable waterways. There is no longer any prohibition of a riverboat being located in Cook County. Riverboats are now defined as self-propelled excursion boats or permanently moored barges. The Amended Illinois Act requires that only three, rather than four, owners' licenses, be located on the Mississippi River. The 10% ownership prohibition has also been removed. Therefore, subject to certain Illinois Board rules, individuals or entities could own more than one riverboat operation.

The Amended Illinois Act also allows for the relocation of a riverboat home dock. A licensee that was not conducting riverboat gambling on January 1, 1998, may apply to the Illinois Board for renewal and approval of relocation to a new home dock and the Illinois Board shall grant the application and approval of the new home dock upon the licensee providing to the Illinois Board authorization from the new dockside community. Any licensee that relocates in accordance with the provisions of the Amended Illinois Act must attain a level of at least 20% minority ownership of such a gaming operation.

The initial Illinois Act strictly regulates the facilities, persons, associations and practices related to gaming operations. The initial Illinois Act grants the Illinois Board specific powers and duties, and all other powers necessary and proper to fully and effectively execute the initial Illinois Act for the purpose of administering, regulating and enforcing the system of riverboat gaming. The Illinois Board has authority over every person, association, corporation, partnership and trust involved in riverboat gaming operations in the State of Illinois.

The initial Illinois Act requires the owner of a riverboat gaming operation to hold an owner's license issued by the Illinois Board. Gaming participants are limited to 1,200 for any owner's license. The number of gaming participants will be determined by the number of gaming positions available. Gaming positions are counted as follows:

• electronic gaming devices positions will be determined as 90% of the total number of devices available for play;

• craps tables will be counted as having ten gaming positions; and

• games utilizing live gaming devices, except for craps, will be counted as having five gaming positions.

Each owner's license initially runs for a period of three years. Thereafter, the license must be renewed annually. Under the Amended Illinois Act, the Board may renew an owner's license for up to four years. An owner licensee is eligible for renewal upon payment of the applicable fee and a determination by the Illinois Board that the licensee continues to meet all of the requirements of the initial Illinois Act and Illinois Board rules. The owner's license for Par-A-Dice Riverboat Casino initially expired in February 1995. Since that time the license has been renewed every four years, the maximum time permitted by the Illinois Act. An ownership interest in an owner's license may not be transferred or pledged as collateral without the prior approval of the Illinois Board.

Pursuant to the Amended Illinois Act, which removed the 10% ownership prohibition, the Illinois Board established certain rules to effectuate this statutory change. In deciding whether to approve direct or indirect ownership or control of an owner's license, the Illinois Board shall consider the impact of any economic concentration of the ownership or control. No direct or indirect ownership or control shall be approved which will result in undue economic concentration of the ownership of riverboat gambling operations in Illinois. Undue economic concentration means that a person or entity would have actual or potential domination of riverboat gambling in Illinois sufficient to:

• substantially impede or suppress competition among holders of owners' licenses;

• adversely impact the economic stability of the riverboat casino industry in Illinois; or

• negatively impact the purposes of the initial Illinois Act, including tourism, economic development, benefits to local communities, and State and local revenues.

The Illinois Board will consider the following criteria in determining whether the approval of the issuance, transfer or holding of a license will create undue economic concentration:

• the percentage share of the market presently owned or controlled by the person or entity;

• the estimated increase in the market share if the person or entity is approved to hold the owner's license;

• the relative position of other persons or entities that own or control owners' licenses in Illinois;

• the current and projected financial condition of the riverboat gaming industry;

• the current market conditions, including proximity and level of competition, consumer demand, market concentration, and any other relevant characteristics of the market;

• whether the license to be approved has separate organizational structures or other independent obligations;

• the potential impact on the projected future growth and development of the riverboat gambling industry, the local communities in which licenses are located, and the State of Illinois;

• the barriers to entry into the riverboat gambling industry and if the approval of the license will operate as a barrier to new companies and individuals desiring to enter the market;

• whether the approval of the license is likely to result in enhancing the quality and customer appeal of products and services offered by riverboat casinos in order to maintain or increase their respective market shares;

• whether a restriction on the approval of the additional license is necessary in order to encourage and preserve competition in casino operations; and

• any other relevant information.

The initial Illinois Act does not limit the maximum bet or per patron loss. Minimum and maximum wagers on games are set by the owner licensee. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager and wagers may only be received from a person present on the riverboat. With respect to electronic gaming devices, the payout percentage may not be less than 80% nor more than 100%.

An admission tax is imposed on the owner of a riverboat operation. Effective July 1, 2003, additional amendments to the Amended Illinois Act were passed by the legislature and signed into law by the Governor, which we refer to as the Second Amended Illinois Act. Under the Second Amended Illinois Act, for an owner licensee that admitted 2,300,000 persons or fewer in the previous calendar year, the admission tax is $4.00 per person and for a licensee that admitted more than 2,300,000 persons in the previous calendar year, the admission tax is $5.00. Additionally, a wagering tax is imposed on the adjusted gross receipts, as defined in the initial Illinois Act, of a riverboat operation. As of July 1, 2003, pursuant to the Second Amended Illinois Act, the wagering tax was increased as follows: 15% of annual adjusted gross receipts up to and including $25 million; 27.5% of annual adjusted gross receipts in excess of $25 million but not exceeding $37.5 million; 32.5% of annual adjusted gross receipts in excess of $37.5 million but not exceeding $50 million; 37.5% of annual adjusted gross receipts in excess of $50 million but not exceeding $75 million; 45% of annual adjusted gross receipts in excess of $75 million but not exceeding $100 million; 50% of annual adjusted gross receipts in excess of $100 million but not exceeding $250 million; and 70% of annual adjusted gross receipts in excess of $250 million. The owner licensee is required, on a daily basis, to wire the wagering tax payment to the Illinois Board. The wagering tax as outlined in the Second Amended Illinois Act shall no longer be imposed beginning on the earlier of (i) July 1, 2005; (ii) the first date after the effective date of the Second Amended Illinois Act that riverboat gambling operations are conducted pursuant to the dormant tenth license or (iii) the first day that riverboat gambling operations are conducted under the authority of an owner's license that is in addition to the ten owners' licenses authorized by the Initial Act. Thereafter, the tax will roll back to the rates as outlined in the Amended Illinois Act.

Effective July 1, 2005, additional amendments to the Second Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Third Amended Illinois Act. Under the Third Amended Act, for an owner that admitted 1,000,000 persons or fewer in calendar year 2004, the admission tax is $2.00 and for all other licensees it is $3.00 per person admitted. Additionally, the wagering tax provisions were “rolled back” to the rates as defined in the Amended Illinois Act. Thus, the effective wager tax rates are: 15% of annual adjusted gross receipts up to and including $25 million; 22.5% of annual adjusted gross receipts in excess of $25 million but not exceeding $50 million; 27.5% of annual adjusted gross receipts in excess of $50 million but not exceeding $75 million; 32.5% of annual adjusted gross receipts in excess of $75 million but not exceeding $100 million; 37.5% of annual adjusted gross receipts in excess of $100 million but not exceeding $150 million; 45% of annual adjusted gross receipts in excess of $150 million but not exceeding $200 million; and 50% of annual adjusted gross receipts in excess of $200 million, which we refer to as the Privilege Tax. In addition to payment of the above listed amounts, by June 15 of each year, each owner (other than an owner that admitted 1,000,000 or fewer persons in calendar year 2004) must pay to the Illinois Board the amount, if any, by which the base amount for the licensed owner exceeds the amount of tax paid pursuant to the Third Amended Act. The base amount for a riverboat in East Peoria is $43 million. This obligation terminates on the earliest of (i) July 1, 2007, (ii) the first day after the effective date of the Third Amended Act that riverboat gambling operations are conducted pursuant to a dormant license, (iii) the first day that riverboat gambling operations are conducted under the authority of an owner's license that is in addition to the ten owners' licenses initially authorized, or (iv) the first day that a licensee under the Illinois Horse Racing Act of 1975 conducts gaming operations with slot machines or other electronic gaming devices. The obligation to meet these base amount requirements terminated on July 1, 2007.

The Illinois Board has the authority to reduce the above mentioned wagering tax obligation imposed under the Third Amended Act by an amount the Board deems reasonable for acts of God, terrorism, bioterrorism or a condition beyond the control of the owner licensee. There can be no assurance that the Illinois legislature will not enact additional legislation regarding admission and wagering tax rates.

Effective May 26, 2006, additional amendments to the Third Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Fourth Amended Act. Under the Fourth Amended Act, and for a period of two (2) years beginning May 26, 2006, owner licensees that operate a riverboat with adjusted gross receipts in 2004 greater than $200 million paid - in addition to the amounts referenced above - an amount equal to 3% of the adjusted gross receipts received into the Horse Racing Equity Trust Fund, which we refer to as the Surcharge. This provision affected four owner licensees, but did not apply to Par-A-Dice Hotel Casino in East Peoria, Illinois.

On May 30, 2006, four days after the Fourth Amended Act was signed into law, the four casinos affected by the Surcharge filed a lawsuit in the Circuit Court of the Twelfth Judicial Circuit in Will County, Illinois against the Treasurer of the State of Illinois and the Illinois Racing Board. The four-count Complaint sought a declaratory judgment that the Fourth Amended Act's Surcharge was unconstitutional and a permanent injunction against its enforcement. On March 26, 2007, the Illinois circuit court granted summary judgment in favor of the four casinos for violation of the Illinois Constitution's Uniformity Clause, but in favor of the defendants and the racetracks that later intervened on the remaining claims in the complaint. The defendants and the racetracks filed an appeal with the Illinois Supreme Court, which reversed the lower court's decision and ruled in favor of the State. The affected casinos appealed this decision to the US Supreme Court, and, on June 8, 2009, the U.S. Supreme Court denied the petition for a writ of certiorari.

On June 10, 2009 the same four casinos filed a motion to reopen the judgment based on new evidence in the original trial court in Illinois. The judge denied the petition to reopen the case and the casinos appealed on January 15, 2010. Following a ruling by the Illinois Appellate Court refusing to stay the distribution of the funds held in protest, the four casinos voluntarily dismissed the appeal. Additionally, a civil RICO suit was also filed in the Northern District of Illinois against former governor Rod Blagojevich et al. and John Johnston, owner of Balmoral Park Racetrack and Maywood Park Racetrack. The suit claims that the taxed casinos were the victims of the criminal conduct of the former governor and the conspiracy between the former governor and the named racetracks. On interlocutory appeal the 7th Circuit Court of Appeals found former Governor Blagojevich to be protected by the immunity granted by virtue of his position of governor and dismissed former Governor Blagojevich from the suit. On December 11, 2014, the judge entered an order consistent with the jury determination in the civil RICO proceedings awarding the plaintiff casinos a total of $82,900,000 in compensatory and punitive damages. Following the award, on December 24, 2014, Balmoral Park, Maywood Park Racetrack, and John Johnston filed for bankruptcy. The defendants continue to pursue an appeal before the 7^th Circuit Court and the bankruptcy proceedings are ongoing. No other suit is actively pursued by the four effected casinos at this time. All other court proceedings have been concluded and ruled upon in favor of the State. Par-A-Dice Hotel and Casino is not a party to any of the foregoing lawsuits.

Effective December 15, 2008, the legislature passed and the Governor signed into law amendments that re-enact similar provisions of the Fourth Amended Act, which require the same casinos to pay the Surcharge until the earliest of the following occurs: (i) December 15, 2011; (ii) any organization licensee begins to operate a slot machine or video game of chance under the Illinois Horse Racing Law of 1975 or the initial Illinois Act; (iii) payments begin under subsection (c-5) of Section 13 of the initial Illinois Act or (iv) the wagering tax imposed under Section 13 of the initial Illinois Act is increased to reflect a tax rate that is at least as stringent or more stringent than the wagering tax imposed under the Second Amended Act described above. A second state court claim challenging the constitutionality of the 2008 act was dismissed with prejudice on November 19, 2009. On February 11, 2011, the Appellate Court affirmed. The new law does not apply to the Par-A-Dice Hotel and Casino.

Effective June 6, 2006, additional amendments to the Fourth Amended Act were passed by the legislature and signed into law by the Governor, which we refer to as the Fifth Amended Act to restate and clarify the Third Amended Act as to the amount of payments an owner licensee is required to make to the Illinois Board. The Fifth Amended Act now provides that - in addition to any amounts due pursuant to the Privilege Tax - each owner licensee (other than an owner that admitted 1,000,000 or fewer persons in calendar year 2004) must pay to the Illinois Board the amount by which its pre-determined base amount exceeds the amount of “net privilege tax” remitted. The Fifth Amended Act defines “net privilege tax” as all Privilege Taxes paid by a licensed owner to the Illinois Board, less the amount equal to 5% of the adjusted gross receipts generated by an owner licensee that is paid from the State Gaming Fund to the unit of local government designated as the home dock of the owner licensee's riverboat. As stated above, the requirement to pay the difference between pre-determined base amounts and “net privilege taxes” terminated on July 1, 2007.

In addition to owner's licenses, the Illinois Board also requires licensing for all vendors of gaming supplies and equipment and for all employees of a riverboat gaming operation. The Illinois Board is authorized to conduct investigations into the conduct of gaming and into alleged violations of the Illinois Act and the Illinois Board rules. Employees and agents of the Illinois Board have access to and may inspect any facilities relating to the riverboat gaming operation.

A holder of any license is subject to the imposition of fines, suspension or revocation of such license, or other action for any act or failure to act by himself or his agents or employees, that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Illinois, or that would discredit or tend to discredit the Illinois gaming industry or the State of Illinois. Any riverboat operations not conducted in compliance with the initial Illinois Act may constitute an illegal gaming place and consequently may be subject to criminal penalties, which penalties include possible seizure, confiscation and destruction of illegal gaming devices and seizure and sale of riverboats and dock facilities to pay any unsatisfied judgment that may be recovered and any unsatisfied fine that may be levied. The initial Illinois Act also provides for civil penalties, equal to the amount of gross receipts derived from wagering on the gaming, whether unauthorized or authorized, conducted on the day of any violation. The Illinois Board may revoke or suspend licenses, as the Illinois Board may see fit and in compliance with applicable laws of the State of Illinois regarding administrative procedures and may suspend an owner's license, without notice or hearing, upon a determination that the safety or health of patrons or employees is jeopardized by continuing a riverboat's operation. The suspension may remain in effect until the Illinois Board determines that the cause for suspension has been abated and it may revoke the owner's license upon a determination that the owner has not made satisfactory progress toward abating the hazard.

If the Illinois Board has suspended, revoked or refused to renew the license of an owner or if a riverboat gambling operation is closing and the owner is voluntarily surrendering its owner's license, the Illinois Board may petition the local circuit court, which we refer to as the Court, in which the riverboat is situated for appointment of a receiver. The court will have sole jurisdiction over any and all issues pertaining to the appointment of a receiver. The Illinois Board will specify the specific powers, duties and limitations for the receiver, including but not limited to the authority to:

• hire, fire, promote and discipline personnel and retain outside employees or consultants;

• take possession of any and all property, including but not limited to its books, records, and papers;

• preserve or dispose of any and all property;

• continue and direct the gaming operations under the monitoring of the Illinois Board;

• discontinue and dissolve the gaming operation;

• enter into and cancel contracts;

• borrow money and pledge, mortgage or otherwise encumber the property;

• pay all secured and unsecured obligations;

• institute or defend actions by or on behalf of the holder of an owner's license; and

• distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.

The Illinois Board will submit at least three nominees to the Court. The nominees may be individuals or entities selected from an Illinois Board approved list of pre-qualified receivers who meet the same criteria for a finding of preliminary suitability for licensure under Sections 3000.230(c)(2)(B) and (C) of the rules promulgated by the Illinois Board. In the event that the Illinois Board seeks the appointment of a receiver on an emergency basis, the Illinois Board will submit at least two nominees selected from the Illinois Board approved list of pre-qualified receivers to the Court and will issue a Temporary Operating Permit to the receiver appointed by the Court. A receiver, upon appointment by the court, will before assuming his or her duties, execute and post the same bond as an owner licensee pursuant to Section 10 of the initial Illinois Act.

The receiver will function as an independent contractor, subject to the direction of the Court; however, the receiver will also provide to the Illinois Board regular reports and provide any information deemed necessary for the Illinois Board to ascertain the receiver's compliance with all applicable rules and laws. From time to time, the Illinois Board may, at its sole discretion, report to the Court on the receiver's level of compliance and any other information deemed appropriate for disclosure to the Court. The term and compensation of the receiver shall be set by the Court. The receiver will provide to the Court and the Illinois Board at least 30 days written notice of any intent to withdraw from the appointment or to seek modification of the appointment. Except as otherwise provided by action to the Illinois Board, the gaming operation will be deemed a licensed operation subject to all rules of the Illinois Board during the tenure of any receivership.

The Illinois Board requires that a “Key Person” of an owner licensee submit a Personal Disclosure or Business Entity Form and be investigated and approved by the Illinois Board. The Illinois Board shall certify for each applicant for or holder of an owner's license each position, individual or Business Entity that is to be approved by the Illinois Board and maintain suitability as a Key Person. With respect to an applicant for or the holder of an owner's license, Key Person shall include:

• any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights;

• the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and

• all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.

In order to assist the Illinois Board in its determination of Key Persons, applicants for or holders of an owner's license shall provide to the Illinois Board a Table of Organization, Ownership and Control, which we refer to as the Table. The Table will identify in sufficient detail the hierarchy of individuals and Business Entities that, through direct or indirect means, manage, own or control the interest and assets of the applicant or license holder. If a Business Entity identified in the Table is a publicly-traded company, the following information must be provided in the Table:

• the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;

• to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and

• any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.

Each owner licensee must provide a means for the economic disassociation of a Key Person in the event such economic disassociation is required by an order of the Illinois Board. Based upon findings from an investigation into the character, reputation, experience, associations, business probity and financial integrity of a Key Person, the Illinois Board may enter an order upon the licensee or require the economic disassociation of such Key Person.

Furthermore, each applicant or owner licensee must disclose the identity of every person, association, trust or corporation having a greater than 1% direct or indirect pecuniary interest in an owner licensee or in the riverboat gaming operation with respect to which the license is sought. The Illinois Board may also require an applicant or owner licensee to disclose any other principal or investor and require the investigation and approval of such individuals.

The Illinois Board (unless the investor qualifies as an Institutional Investor) requires a Personal Disclosure Form from any person or entity who or which, individually or in association with others, acquires directly or indirectly, beneficial ownership of more than 5% of any class of voting securities or non-voting securities convertible into voting securities of a publicly-traded corporation which holds an ownership interest in the holder of an owner's license. If the Illinois Board denies an application for such a transfer and if no hearing is requested, the applicant for the transfer of ownership interest must promptly divest those shares in the publicly-traded parent corporation. The holder of an owner's license would not be able to distribute profits to a publicly-traded parent corporation until such shares have been divested. If a hearing is requested, the shares need not be divested and profits may be distributed to a publicly-held parent corporation pending the issuance of a final order from the Illinois Board.

An Institutional Investor that, individually or jointly with others, cumulatively acquires, directly or indirectly, 5% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation shall, within no less than ten days after acquiring such securities, notify the administrator of the Illinois Board, who we refer to as the Administrator, of such ownership and shall provide any additional information as may be required. If an Institutional Investor (as specified above) acquires 10% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation, then it shall file an Institutional Investor Disclosure Form within 45 days after acquiring such level of ownership interest. The owner licensee shall notify the Administrator as soon as possible after it becomes aware that it or its parent is involved in an ownership acquisition by an Institutional Investor. The Institutional Investor also has an obligation to notify the Administrator of its ownership interest.

In addition to Institutional Investor Disclosure Forms, certain other forms may be required to be submitted to the Illinois Board. An owner licensee must submit a Marketing Agent Form to the Illinois Board for each Marketing Agent with whom it intends to do business. A Marketing Agent is a person or entity, other than a junketeer or an employee of a riverboat gaming operation, who is compensated by the riverboat gaming operation in excess of $100 per patron per trip for identifying and recruiting patrons. Key Persons of owner licensees must submit Trust Identification Forms for trusts, excluding land trusts, for which they are a grantor, trustee or beneficiary each time such a trust relationship is established, amended or terminated.

Applicants for and holders of an owner's license are required to obtain formal approval from the Illinois Board for changes in the following areas:

• Key Persons;

• type of entity;

• equity and debt capitalization of the entity;

• investors or debt holders;

• source of funds;

• applicant's economic development plan;

• riverboat capacity or significant design change;

• gaming positions;

• anticipated economic impact; or

• agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.

A holder of an owner's license is allowed to make distributions to its stockholders only to the extent that such distribution would not impair the financial viability of the gaming operation. Factors to be considered by the licensee include, but are not limited to, the following:

• cash flow, casino cash and working capital requirements;

• debt service requirements, obligations and covenants associated with financial instruments;

• requirements for repairs and maintenance and capital improvements;

• employment or economic development requirements of the Amended Illinois Act; and

• a licensee's financial projections.

The Illinois Board may waive any licensing requirement or procedure provided by rule if it determines that such waiver is in the best interests of the public and the gaming industry. Also, the Illinois Board may, from time to time, amend or change its rules. In general, uncertainty exists regarding the Illinois gaming regulatory environment due to limited experience in interpreting the Illinois Act.

Additionally, on July 13, 2009, Governor Pat Quinn signed the Video Gaming Act (230 ILCS 40/ Art 5) making video gaming terminals legal in Illinois. The Act allows for video gaming terminals to be placed in certain liquor establishments, truck stops and fraternal/ veterans clubs throughout the state. Under the Video Gaming Act, municipalities are authorized to pass an ordinance prohibiting video gaming within the corporate limits of the municipality and county boards may pass ordinances prohibiting video gaming within the unincorporated areas of the county. On January 26, 2011, the Illinois Court of Appeals found the Video Gaming Act to be unconstitutional due to a violation of the single subject rule. The State appealed the decision to the Illinois Supreme Court on February 1, 2011. The State also filed motions, which were approved by the Illinois Supreme Court, permitting the Illinois Board to continue its review of applications filed pursuant to the Video Gaming Act. On July 11, 2011 the Illinois Supreme Court overturned the ruling of the Illinois Court of Appeals, holding that the Video Gaming Act and associated legislation did not violate the single subject rule and was otherwise constitutional. Although video gaming terminals may not be placed within 1,000 feet of the home dock of a riverboat licensed under the Riverboat Gambling Act, it is unclear at this time what effect the passage of this act may have on the operations of existing license holders. Through November 2015, there were approximately 21,676 video gaming terminals taking play in Illinois.

From time to time, various proposals have been introduced in the Illinois legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.

A potential piece of legislation that may have affected the gaming industry in Illinois is House Bill 4194, which we refer to as Bill 4194 that was introduced to the Illinois General Assembly on December 11, 2007. Bill 4194 was an attempt to expand gaming in Illinois by introducing one additional riverboat license, a land-based casino located in Chicago, Illinois, the ability of existing and new casinos to purchase additional gaming positions, and the ability of Illinois horse race tracks to operate slot machines and video poker upon the payment of a per-position fee. Bill 4194 also called for the formation of a new Gaming Board appointed by the Governor and a new Gaming Enforcement Division to monitor gaming operations, conduct background checks, conduct investigations and investigate violations of the Illinois Gaming Act. Although Bill 4194 was not enacted, bills providing for a gaming expansion bill have been introduced in 2010. HB0091, which we refer to as Bill 0091, was filed on January 27, 2010 and would add four additional owners' licenses, including one in Chicago. It would also allow for owners’ licensees to competitively bid for unused gaming positions and would authorize slot machines at horse racetracks. Bill 0091was not enacted. HB5110, which we refer to as Bill 5110, was filed on January 29, 2010 and provides for the issuance of a license to operate a riverboat in Danville, Illinois. HB4885, which we refer to as Bill 4885, provides for the issuance of a license to operate a riverboat in a municipality with a population of less than 50,000 and which is more than 50 miles from a licensed riverboat. Bill 5110 and Bill 4885 were pending in the House Rules Committee, but the legislative session ended before the Bills could be put to a vote resulting in their expiration. SB3371, which we refer to as Bill 3371, would have also authorized slot machine gambling at horse racetracks, but the legislative session ended causing Bill 3371 to expire.

Continuing efforts to revise the manner in which the Illinois Board is appointed and operates would affect the gaming industry. SB3384, which we refer to as Bill 3384, was introduced on February 10, 2010. Bill 3384 would end the term of the current members of the Illinois Board and require the Governor to replace them with persons nominated by a specified Nominating Panel. Bill 3384 would prohibit the Illinois Board from taking action with regard to a license until the new members are appointed. Bill 3384 would also require Illinois Board approval for contracts entered into by an owner's licensee in an aggregate amount of $10,000 or more or for a term exceeding 365 days. The legislative session ended while Bill 3384 was pending in the Senate Assignments Committee resulting in its expiration.

Another potential piece of legislation that, if passed, will directly affect the gaming industry is Illinois House Bill 0261, which we refer to as Bill 0261 that was introduced to the Illinois General Assembly on January 23, 2009. Bill 0261 would remove the provisions setting the admission tax rate at $3 per person admitted into a casino for licensees that have been conducting gambling operations since 2004. It would also provide that if a licensed owner of a riverboat in operation on January 1, 2009 has capital projects of at least $45,000,000 that are approved by the Illinois Gaming Board after January 1, 2006 or for which at least $45,000,000 in capital expenditures have been made after January 1, 2006, then no admissions tax will be imposed on admissions to that riverboat; however, if a riverboat does not have admissions tax imposed on it, an additional privilege tax of 1% of adjusted gross receipts will be imposed on that riverboat. On May 26, 2009, the Illinois House voted against concurring with Senate amendments to this bill, which included the provisions described above. This matter was returned to the Senate Assignments Committee on August 15, 2009, but the Bill expired when the legislative session ended.

Similar bills have recently been filed in the Illinois General Assembly. HB5962, which we refer to as Bill 5962, and SB3574, which we refer to as Bill 3574, also eliminate the admissions tax for certain riverboats. Those that qualify must have been in operation on January 1, 2009, have had capital projects of at least $45,000,000 approved by the Illinois Board in calendar years 2006 through 2009 and at least $45,000,000 in expenditures in calendar years 2006 through 2009. Bill 5962 and Bill 3574 also impose the additional 1% privilege tax. SB3542, which we refer to as Bill 3542, has similar provisions which apply to riverboats with capital projects of at least $75,000,000 approved by the Illinois Board in calendar years 2006 through 2009. All three bills were introduced on February 10, 2010. Bill 5962 was pending in the House Rules Committee, when the legislative session ended resulting in its expiration. The Senate voted against Bill 3574 on March 10, 2010, and Bill 3542 also expired when the legislative session ended.

Additionally, Illinois Senate Bill 1654 , which we refer to as Bill 1654, which was introduced to the Illinois General Assembly on February 19, 2009, would permit the State to enter into a management agreement with a third party to manage or operate the Illinois Lottery. If passed, it would also permit individuals to purchase Illinois lottery tickets on-line. On August 15, 2009, Bill 1654 was referred to the Senate Assignments Committee. However, on July 13, 2009, the Governor approved Public Acts 96-034 and 96-037, which we refer to as Acts 96-034 and 96-037, which permit the State's entry into a management agreement with a private party to manage the Illinois Lottery. Acts 96-034 and 96-037 also authorize the Illinois Lottery to conduct a pilot program to permit the purchase of Illinois lottery tickets on-line. Both Acts condition online sales upon the issuance of a U.S. Department of Justice memorandum stating that online sales are permitted under the U.S. Unlawful Internet Gambling Enforcement Act of 2006. On October 16, 2008, the Department of Justice issued its opinion and concluded, in part, that it would be permissible under the federal lottery statute exemption for a State to contract with private firms to provide goods and services necessary to enable the State to conduct its lottery. On September 15, 2010, Illinois selected Northstar Lottery Group to be the private manager of the Illinois Lottery; however, on January 26, 2011, in the same ruling that found the Video Gaming Act to be unconstitutional, the Illinois Court of Appeals found the Acts 9-034 and 96-037 to be unconstitutional due to a violation of the single subject rule. The State appealed the decision to the Illinois Supreme Court on February 1, 2011. On July 11, 2011 the Illinois Supreme Court overturned the ruling of the Illinois Court of Appeals, holding that Acts 9-034, 96-037 and associated legislation did not violate the single subject rule and were otherwise constitutional. On December 9, 2014, the Illinois Lottery and Northstar Lottery entered into a termination agreement, which was subsequently disapproved by the Illinois Attorney General on January 23, 2015. A subsequent termination agreement was entered into on September 18, 2015. It is unclear what effect, if any, a possible change to or continuation of the private management of the lottery or internet sales of lottery tickets would have on the Illinois gaming industry.

Additionally, on May 31, 2011 after passage in the Illinois Senate, the Illinois House of Representatives approved Illinois Senate Bill 744, which we refer to as Bill 744, which expands gambling in Illinois. After passage, Senate President John Cullerton placed a motion to reconsider on Bill 744, preventing Bill 744 from being sent to Governor Quinn. Bill 744 permits five new land based casinos, including one located in and owned by the City of Chicago and one each in Danville, Rockford, Park City, and a to-be-determined location in the south suburbs of Chicago. Illinois will also see increased gaming positions for existing operators, an option for those same operators to convert existing riverboats to land-based casinos, a mechanism for the issuance of a provisional license of Video Gaming Terminal site locations, and slot machines at the Chicago airports and Illinois horse racing tracks. In addition, the Bill offers tax incentives to build land-based casinos and offers a dollar-for-dollar tax credit of up to $2,000,000 for renovations at existing casinos. With Illinois Board and municipality approval, the Par-A-Dice Casino would be permitted to relocate to a location that is no more than 10 miles away from its current location and is either in the same municipality or another municipality that borders on the Illinois River.

Bill 744 authorizes the City of Chicago to offer 4,000 gaming positions to be distributed among the City casino and the airport locations. All other casinos in the State (including existing riverboats) will be allowed to purchase up to 1,600 positions (up from 1,200) until January 1, 2013, and 2,000 positions thereafter. If some casinos do not purchase all of their available positions, those additional positions may be available to casinos that do purchase all their positions. Existing casinos may purchase positions for $12,500 a piece. Racetracks can operate up to 1,200 gaming positions in Cook County, and 900 gaming positions in any other county. Additional positions may be available for Racetrack licensees who purchase all their positions if any positions are left open by other licensees in the State. A $3 per person tax will be imposed for admission to electronic gaming facilities, payable by the electronic gaming licensee.

Bill 744 also amends existing tax rates as follows: Changes will be made to the privilege tax rates for all businesses conducting riverboat gambling or electronic gaming operations beginning January 1, 2012. Tax rates are based on adjusted gross receipts, or “AGR”:

Table Games -- January 1, 2012 - June 30, 2013		Table Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	12.0%	0 to $25M	10.0%
$25M to $50M	19.5%	$25M to $50M	17.5%
$50M to $70M	24.5%	$50M to $70M	22.5%
$70M and up	16.0%	$70M and up	16.0%
All Other Games -- January 1, 2012 - June 30, 2013		All Other Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	12.0%	0 to $25M	10.0%
$25M to $50M	19.5%	$25M to $50M	17.5%
$50M to $75M	24.5%	$50M to $75M	22.5%
$75M to $100M	29.5%	$75M to $100M	27.5%
$100M to $150M	34.5%	$100M to $150M	32.5%
$150M to $200M	39.0%	$150M to $200M	35.0%
$200M and up	44.0%	$200M and up	40.0%

Privilege taxes for land-based casino gambling will differ from riverboat and electronic gaming facilities.

Table Games -- January 1, 2012 - June 30, 2013		Table Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $50M	12.0%	0 to $50M	10.0%
$50M to $100M	19.5%	$50M to $100M	17.5%
$100M to $140M	24.5%	$100M to $140M	22.5%
$140M and up	16.0%	$140M and up	16.0%
All Other Games -- January 1, 2012 - June 30, 2013		All Other Games -- Beginning July 1, 2013
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $50M	12.0%	0 to $50M	10.0%
$50M to $100M	19.5%	$50M to $100M	17.5%
$100M to $150M	24.5%	$100M to $150M	22.5%
$150M to $200M	29.5%	$150M to $200M	27.5%
$200M to $300M	34.5%	$200M to $300M	32.5%
$300M to $400M	39.0%	$300M to $400M	35.0%
$400M and up	44.0%	$400M and up	40.0%

Bill 744 also grants the Illinois Board oversight and enforcement responsibility for all riverboat and casino gambling, as well as electronic gaming in the State of Illinois. The Board's five members will include someone with experience as a senior officer at a company and have no more than three members from the same political party. Bill 744 requires that all internal controls submitted by licensees must be approved or denied by the IGB within 60 days of receipt. If the Illinois Board takes no action the internal control is deemed approved.

Bill 744 was held by the Senate President's motion and later released to Governor Quinn, who later vetoed Bill 744. As Governor Quinn vetoed Bill 744 following the final adjournment of the 97th General Assembly, the veto could not be overridden by the legislature.

On May 31, 2012, following passage by the Illinois House of Representatives, the Illinois Senate passed Senate Bill 1849, which we refer to as Bill 1849, which expands gambling in Illinois. Bill 1849 permits five new casinos, including one located in and owned by the City of Chicago and one each in Rockford, Danville, Park City, and a to-be-determined location in the south suburbs of Chicago. Bill 1894 also permits increasing gaming positions for existing operators, an option for operators to convert riverboats to land-based casinos, and slot machines at Illinois horse racing tracks. In addition, the bill offers a tax credit of $2,000,000 for capital improvements at existing casinos. With Illinois Board and municipality approval, the Par-A-Dice Casino would be permitted to relocate to a location that is no more than 10 miles away from its original location, in a municipality that (1) borders on the Illinois River or is within 5 miles of the city limits of a municipality that borders on the Illinois River and (2) on January 1, 2010 had a riverboat conducting riverboat gambling operations.

Bill 1849 authorizes the City of Chicago to offer 4,000 gaming positions. All other casinos in the State (including existing riverboats) will be allowed to purchase up to 1,600 positions for 90 days following the effective date of Bill 1849, at a price of $12,500 per position outside of Cook County and $25,000 per position in Cook County. If some casinos do not purchase all of their available positions, those additional positions will be reserved by the Illinois Board. Thereafter, the Board will publish the number of gaming positions reserved by each owner’s licensee, will accept requests for additional gaming positions from any owners’ licensee which initially reserved 1,600 positions, and will allocate the unreserved gaming positions in a manner to maximize revenue to the State. Illinois racetracks within Cook County may purchase up to 1,200 gaming positions. Illinois racetracks outside of Cook County that conducted racing in 2010 may purchase up to 900 gaming positions. Illinois racetracks outside of Cook County that did not conduct racing in 2010 may purchase up to 350 positions.

Bill 1849 also amends existing tax rates as follows: Changes will be made to the privilege tax rates for businesses conducting riverboat gambling operations or electronic gambling operations beginning on the date when at least 500 additional gaming positions authorized by Bill 1849 are active. Tax rates are based on adjusted gross receipts, or “AGR”:

Non-Table Games		Table Games
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	10%	0 to $25M	10%
$25M to $50M	17.5%	$25M to $50M	17.5%
$50M to $75M	22.5%	$50M to $70M	22.5%
$75M to $100M	27.5%	$70M and up	16%
$100M to $150M	32.5%
$150M to $200M	35%
$200M to $300M	40%
$300M to $350M	30%
$350M and up	20%

Beginning on January 1, 2012, the calculation of AGR will not include non-cashable vouchers, coupons, and electronic gaming promotions redeemed by wagerers up to 30% of AGR.

Bill 1849 was transmitted to the Governor on June 29, 2012. The Governor vetoed Bill 1849 on August 28, 2012. The General Assembly did not override the veto prior to the constitutional deadline of November 29, 2012.

On February 15, 2013, Senate Bill 1739 was introduced, and two amendments were filed on March 6, 2013 and March 7, 2013, which we refer to collectively as Bill 1739. Bill 1739 expands gambling in Illinois. Bill 1739 permits five new casinos, one each in Danville, Rockford, a Lake County location, a location in the south suburbs of Chicago, and one located in and owned by the City of Chicago (which may place slot machines at Chicago’s two airports). The bill also permits slot machines at Illinois horseracing tracks. The facility within the City of Chicago may offer 4,000 gaming positions, including positions at the Chicago airports. All other casino facilities may have 1,200 positions. Illinois racetracks located in Cook County may offer 1,200 positions. Illinois racetracks outside of Cook County that conducted live racing in 2010 may offer 900 positions. Illinois racetracks outside of Cook County that did not conduct live racing in 2010 may offer 350 positions, which increases to 900 positions in the year following the year in which it conducts 96 live races. Positions in Cook County may be purchased for $30,000 per position. Positions outside of Cook County may be purchased for $17,500.

In addition, Bill 1739 permits owners’ licensees to conduct land-based gaming with Illinois Board approval. The bill also offers a tax incentive of up to a $2,000,000 dollar-for-dollar credit for any renovation or construction costs. With Illinois Board approval, the Par-A-Dice casino would be permitted to relocate to a new location that is no more than 10 miles away from its original location, in a municipality that (1) borders on the Illinois River or is within 5 miles of the city limits of a municipality that borders on the Illinois River and (2) on January 1, 2010 had a riverboat conducting gambling operations.

Bill 1739 amends existing tax rates as follows: an admissions tax of $3 per person will be imposed on admissions to electronic gaming facilities at Illinois racetracks. Privilege taxes imposed on AGR will be amended beginning in the year following the year that the facility within the City of Chicago begins gaming operations, but not before July 1, 2015 as follows:

Non-Table Games		Table Games
AGR	Privilege Tax Rate	AGR	Privilege Tax Rate
0 to $25M	10%	0 to $25M	10%
$25M to $50M	17.5%	$25M to $50M	17.5%
$50M to $75M	22.5%	$50M to $70M	22.5%
$75M to $100M	27.5%	$70M and up	16%
$100M to $150M	32.5%
$150M to $200M	35%
$200M to $300M	40%
$300M to $350M	30%
$350M to $800M	20%
$800M and up	50%

Beginning on January 1, 2014, the calculation of AGR will not include the dollar amount of non-cashable vouchers, coupons, and electronic promotions redeemed by wagerers up to 30% of AGR.

Bill 1739 also establishes the Division of Internet Gambling within the Department of Lottery for the purpose of administrating, regulating and enforcing a system of internet gambling in the state. Internet gaming licenses will be available to: (i) entities that hold owners’ licenses for wagering at Illinois riverboats and casinos, (ii) entities that hold electronic gaming licenses for wagering at Illinois racetracks, and (iii) entities that hold Advance Deposit Wagering licenses. An Internet gaming licensee will be assessed a licensed fee of $20,000,000, to be used to offset initial taxes. Taxes are imposed at a rate of 20% of non-fee-based game gross gaming revenue (“GGR”) and 15% of all fee-based game GGR following an initial 5-year license term, where taxes will be imposed at a rate of 10% of non-fee-based game GGR up to $200,000,000 and 7.5% of fee-based game GGR up to $200,000,000.

Bill 1739 terminates the terms of all members of the Illinois Board on the effective date of the bill. The Governor will nominate five new Illinois Board members, subject to confirmation of the Illinois Senate, who meet the following criteria: (i) one member who has at least 10 years of law enforcement experience, (ii) one member who is a certified public accountant, (iii) one member who has 5 years experience as a principal, senior officer, or director of a business, and (iv) one member who is licensed to practice law in Illinois. No more than 3 members of the Illinois Board may be from the same political party.

Finally, Bill 1739 would provide for the following items. It would prohibit gaming industry interests from making certain political contributions. It would require licensees to establish and maintain diversity programs. It would require all gaming operations that begin following January 1, 2013 or relocate following the effective date of Bill 1739 to consist of buildings certified as meeting the U.S. Green Building Council’s Leadership in Energy and Environmental Design standards. It would require licensees to include in public disclosures the name and addresses of all stockholders and directors (if the entity is a corporation), the names and addresses of all members (if the entity is a limited liability company), the names of addresses of all partners (if the entity is a partnership), and the names of all beneficiaries (if the entity is a trust). And it requires the Illinois Board to approve or deny internal controls within 60 days of submission or provide licensees assistance with remedying deficiencies in internal controls. There were no additional amendments filed on Bill 1739 after March 7, 2013, and Bill 1793 expired when the legislative session ended.

In 2015, a number of bills amending the Illinois Act were introduced in the Illinois General Assembly. Illinois Senate Bill 2139 amends the Illinois Act to provide an owners licensee that conducted gambling operations prior to January 1, 2015 a dollar-for-dollar credit against the taxes imposed by the Illinois Act for any money paid to a local government or charitable organization. Illinois Senate Bill 2139 remains in the Senate Assignments committee. Two bills, Illinois House Bill 3170 and Illinois House Bill 3607, amend the Illinois Act to permit land-based gaming operations. Both bills remain in the House Rules Committee. Two other bills, Illinois House Bill 2939 and Illinois House Bill 3564, would expand gambling in Illinois by providing for additional land-based or riverboat casinos, including within the City of Chicago. Both of these bills are presently in the House Rules Committee.

Indiana

The Indiana Riverboat Gaming Act, or the Indiana Act, was passed in 1993 and authorized the issuance of up to eleven Riverboat Owner’s Licenses to be operated from counties that are contiguous to the Ohio River, Lake Michigan and Patoka Lake. Five riverboats operate from counties contiguous to the Ohio River and five operate from counties contiguous to Lake Michigan. Subsequent legislation has amended or modified the Indiana Act, including:  

• Legislation adopted in May 2003 eliminated the Riverboat Owner’s License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006.

• Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.

• In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations pursuant to the Gambling Games at Racetracks legislation. Each horse track may install up to 2,000 slot machines (“Racino”). The Indiana Gaming Commission may authorize the installation of additional slot machines at each Racino.

• Public Law 255-2015 specifies a process for entering into tribal-state compacts concerning Indian Gaming, a procedure not previously in Indiana law. It should be noted that in May of 2012, the Pokagon Band of Potawatomi Indians submitted to the Bureau of Indian Affairs a fee-to-trust application to take 165 acres of land in South Bend into trust. The proposed development includes a Class III casino-style gaming facility.

• Public Law 255-2015provides for table games at Racinos beginning in 2021 upon application and approval by the Indiana Gaming Commission and further limits the number of gambling games a Racino may offer to 2,200 after January 1, 2021.

The Indiana Act and rules promulgated thereunder provide for the strict regulation of the facilities, persons, associations and practices related to gaming operations. The Indiana Act vests the seven member Indiana Gaming Commission with the power and duties of administering, regulating and enforcing riverboat gaming in Indiana. In 2005 the Indiana Act was amended to change the residency requirements of Indiana Gaming Commission members requiring only one member, rather than three, reside in counties contiguous to Lake Michigan and to the Ohio River. The Indiana Gaming Commission’s jurisdiction extends to every person, association, corporation, partnership and trust involved in any riverboat gaming operation located in the State of Indiana.  

The Indiana Act requires that the owner of a riverboat gambling operation hold a Riverboat Owner’s License issued by the Indiana Gaming Commission. The applicants for a Riverboat Owner’s License must submit a comprehensive application and the substantial owners and key persons must submit personal disclosure forms. The company, substantial owners and key persons must undergo an exhaustive background investigation prior to the issuance of a Riverboat Owner’s License. A person who owns or will own five percent of a Riverboat Owner’s License must automatically undergo the background investigation. The Indiana Gaming Commission may investigate any person with any level of ownership interest. The Operating Agent of an Orange County riverboat and Racino licensees undergo the same background investigation as a Riverboat Licensee. If the holder of a Riverboat license, the Riverboat Licensee or the Operating Agent is a publicly-traded corporation, its Articles of Incorporation must contain language concerning transfer of ownership, suitability determinations and possible divestiture of ownership if a shareholder is found unsuitable.  

A Riverboat Owner’s License and Operating Contract entitle the licensee or the Operating Agent to operate one riverboat. The Indiana Act was amended in May 2003 to allow a person to hold up to one hundred percent of two individual Riverboat Owner’s Licenses. In addition, a transfer fee of two million dollars will be imposed on a Riverboat Licensee who purchases or otherwise acquires a controlling interest in a second Indiana Riverboat Owner’s License.

Pursuant to language that became effective on July 1, 2009, each riverboat licensee, Operating Agent and Racino licensee must execute and submit a Power of Attorney and name a Trustee who would operate the casino and related facilities if a statutory event occurs and the Indiana Gaming Commission adopts a resolution authorizing the Trustee to temporarily conduct the riverboat gambling operations. Specifically, the Indiana Gaming Commission may adopt a resolution authorizing a Trustee to temporarily conduct riverboat gambling operations if any of the following occurs: (i) The Indiana Gaming Commission revokes the owner’s license; (ii) the Indiana Gaming Commission declines to the renew the owner’s license; (iii) a proposed transferee is denied a license when attempting to purchase a riverboat and current owner is unable or unwilling to retain ownership of the riverboat; or (iv) a licensee agrees, in writing, to relinquish control of a riverboat to a trustee as approved by the Indiana Gaming Commission. The Power of Attorney and potential Trustees had to be submitted by November 1, 2009. Blue Chip’s Power of Attorney and its proposed Trustee were initially approved by the Indiana Gaming Commission at its March 4, 2009, business meeting and last approved September 18, 2014. The approval of the Trustee is annual and coincides with the annual renewal of the Casino Owner’s License.  

All riverboats must comply with applicable federal and state laws including, but not limited to, U.S. Coast Guard regulations. Each riverboat must be certified to carry at least five hundred passengers and be at least one hundred fifty feet in length. Those riverboats located in counties contiguous to the Ohio River must replicate historic Indiana steamboat passenger vessels of the nineteenth century. Public Law 255-2015 allows for inland casinos on adjacent and existing casino. Two casinos appear to be prepared to avail themselves of this provision and build new land based facilities. Originally, the Indiana Act did not limit the number of gaming positions allowed on each riverboat. Public Law 255-2015 now sets a limit, whether inland or on the existing riverboat, at the highest number since January 1, 2007. The only limitation on the number of permissible patrons previously allowed was established by the U.S. Coast Guard Certificate of Inspection in the specification of the riverboat’s capacity. In 2005 the Indiana Act was amended to allow the Indiana Gaming Commission to adopt an alternative certification process if the U.S. Coast Guard discontinues issuing Certifications of Inspections to Indiana riverboats. On June 7, 2007, the Indiana Gaming Commission adopted the Guide for Alternate Certification of Continuously Moored, Self-Propelled, Riverboat Gaming Vessels in the State of Indiana. Vessels with an existing Certificate of Inspection operating as a dockside riverboat casino will be accepted as-is into the Alternative Certification program, subject to satisfactory completion of the United States Coast Guard procedures for becoming a Permanently Moored Vessel and a satisfactory inspection by ABS Consulting. Upon surrendering the United States Coast Guard Certificate of Inspection rules and regulation of the Occupational Health and Safety Administration will apply to the vessel and its crew, including casino personnel.  

The Indiana Gaming Commission, after consultation with the Corps, may determine those navigable waterways located in counties contiguous to Lake Michigan or the Ohio River that are suitable for riverboats. If the Corps rescinds approval for the operation of a riverboat gambling facility, the Riverboat Owner’s License issued by the Indiana Gaming Commission is void and the Riverboat Licensee may not commence or must cease conducting gambling operations.  

The initial Riverboat Owner’s License ran for a period of five years. Thereafter, the license is subject to renewal on an annual basis upon a determination by the Indiana Gaming Commission that it continues to be eligible to hold a Riverboat Owner’s License pursuant to the Indiana Act and rules promulgated thereunder. After the expiration of the initial license, the Riverboat Owner’s License must be renewed annually with each Riverboat Licensee undergoing a complete reinvestigation every three years. The Indiana Gaming Commission reserves the right to investigate Riverboat Licensees at any time it deems necessary. The initial license was issued to Blue Chip Casino, Inc., the predecessor to Blue Chip Casino, LLC, in August of 1997. Blue Chip underwent a reinvestigation in 2012 and its license was renewed. The license is valid for a period of one year and must be renewed annually. Blue Chip's license was renewed in September 2015 for the period August 18, 2015 to August 17, 2016 and its next required reinvestigation will occur in 2018. The Operating Contract for an Orange County riverboat is valid for a period of twenty years. However, the Operating Agent is to be reinvestigated every three years to determine continued suitability. In addition, the Indiana Gaming Commission has the right to reinvestigate the Operating Agent at any time it deems necessary. Racino licenses must be renewed annually with a reinvestigation every three years.

Pursuant to legislation enacted in 2009, all riverboat licensees, Operating Agents, and Racino licensees must submit to the Indiana Gaming Commission for approval a proposed Power of Attorney identifying the person who would temporarily operate the facility on a temporary basis and upon approval of the Indiana Gaming Commission (“Trustee”). The Trustee is to operate the facility if one of the following occurs: (i) the Indiana Gaming Commission revokes the license or the Operating Agreement; (ii) the Indiana Gaming Commission does not renew a license or an Operating Agent contract; (iii) a proposed transferee of a license or Operating Agent is denied a license or an Operating Agent Contract and the licensee or Operating Agent is unwilling to retain ownership of the riverboat or Racino; or (iv) the licensee agrees, in writing, to relinquish control to a trustee approved by the Indiana Gaming Commission. The Indiana Gaming Commission will establish a deadline for all licensees and Operating Agents to submit a proposed Power of Attorney. After the deadline passes the Indiana Gaming Commission may not renew a license or Operating Agent Contract until the Power of Attorney is submitted and the Indiana Gaming Commission has approved the Power of Attorney and the proposed trustee. If the Indiana Gaming Commission adopts a resolution authorizing a trustee to temporarily operate a riverboat or a Racino the licensee will have 180 days from the date the resolution is adopted to sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. If the riverboat or Racino is not sold within 180 days the trustee may sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. All licensees must apply for and hold all other licenses necessary for the operation of a riverboat gambling operation, including, but not limited to, alcoholic beverage licenses and food preparation licenses.  

Neither the Riverboat Owner’s License nor the Operating Contract may be leased, hypothecated or have money borrowed or loaned against it. An ownership interest in a Riverboat Owner’s License or an Operating Contract may only be transferred in accordance with the Indiana Act and rules promulgated thereunder.  

The Indiana Act does not limit the amount a patron may bet or lose. Minimum and maximum wagers for each game are set by the Riverboat Licensee or an Operating Agent. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager on a riverboat. A person at least 18 years of age may be present on a riverboat only if that person has applied for and received an occupational license but a person under 21 may not deal or otherwise participate in the gambling games. Wagers may only be taken from a person present on the riverboat. All electronic gaming devices must pay out in a theoretical range that is at least eighty but less than one hundred percent of the amount wagered. In addition, in May 2003, the Indiana General Assembly adopted legislation authorizing twenty-four hour operation for all Indiana riverboats upon application to, and approval by, the Indiana Gaming Commission. The Indiana Gaming Commission had previously allowed only twenty-one hour gaming. As a result of the legislative change and upon receipt of the requisite approval, Blue Chip commenced twenty-four hour gaming on August 1, 2003.

Pursuant to legislation adopted in May 2003, the Indiana Gaming Commission adopted rules to establish and implement a voluntary exclusion program that requires, among other things, (i) that persons who participate in the voluntary exclusion program be included on a list of persons excluded from all Indiana riverboats, (ii) that persons who participate in the voluntary exclusion program may not seek readmittance to Indiana riverboats, (iii) Riverboat Licensees and Operating Agents must make reasonable efforts, as determined by the Indiana Gaming Commission, to cease all direct marketing efforts to a person participating in the voluntary exclusion program, and (iv) a Riverboat Licensee or Operating Agent may not cash a check of, or extend credit to, a person participating in the voluntary exclusion program. The voluntary exclusion program does not preclude a Riverboat Licensee or Operating Agent from seeking payment of a debt accrued by a person before entry into the voluntary exclusion program. The Indiana Gaming Commission commenced the voluntary exclusion program on July 1, 2004. As of September 2012, 5,869 individuals had enrolled in the program.

The Indiana General Assembly amended the Indiana Act in 2002 to allow riverboats to choose between continuing to conduct excursions or operate dockside. The Indiana Gaming Commission authorized riverboats to commence dockside operations on August 1, 2002. Blue Chip opted to operate dockside and commenced dockside operations on August 1, 2002. Pursuant to the legislation, the tax rate was increased from 20% to 22.5% during any time an Indiana riverboat does not operate dockside. For those riverboats that operate dockside, the following graduated tax rate is applicable: (i) 15% of the first $25 million of adjusted gross receipts, which we refer to as AGR; (ii) 20% of AGR in excess of $25 million, but not exceeding $50 million; (iii) 25% of AGR in excess of $50 million, but not exceeding $75 million; (iv) 30% of AGR in excess of $75 million, but not exceeding $150 million; and (v) 35% of AGR in excess of $150 million, but not exceeding $600 million; (vi) 40% of AGR in excess of $600 million. AGR is based on Indiana’s fiscal year (July 1 of one year through June 30 of the following year). Public Law 229-2013 changed the graduated tax rate for a riverboat that received less than $75,000,000.00 AGR in the preceding state fiscal year by taxing the first $25,000,000.00 at a 5% rate as opposed to the prevailing 15%. However, a riverboat that is taxed at the 5% rate shall pay an additional $2,500,000.00 in any state fiscal year that it exceeds $75,000,000.00 AGR.

Public Law 229-2013 also allows the licensees to deduct not more than $2.5 million from AGR in state fiscal year 2013 attributable to free play wagering (statutorily referred to as “qualified wagering”) and not more than $5 million from AGR for subsequent

years ending before July 1, 2016 (new legislation is being considered to extend the free play deduction to additional fiscal years). Public Law 255-2015 extended the deduction permanently and increased the deduction to $7 million.

The Operating Agent in Orange County will pay the wagering tax on the same basis as the other ten Indiana riverboats. The Indiana Act requires that Riverboat Licensees pay a $3.00 admission tax for each person. A riverboat that opts to continue excursions pays the admission tax on a per excursion basis while a riverboat that operates dockside pays the admission tax on a per entry basis. Legislation enacted in April 2007 provides the Indiana Gaming Commission with the authority to adopt rules to determine the point at which a patron is considered admitted to a riverboat. The Orange County Operating Agent must pay a $4.00 admission tax for each person that enters the riverboat. However, Public Law 255-2015 exempted the payment of the admissions tax for the French Lick Casino and creates a fee for each Racino in the amount of $2.250 million per Racino. Racino licensees must pay the following graduated wagering tax: (i) 25% of the first $100 million; (ii) 30% of AGR in excess of $100 million, but not exceeding $150 million; (iii) 35% of AGR in excess of $150 million, but not exceeding $600 million; (iv) 40% of AGR in excess of $600 million. The Indiana Act provides for the suspension or revocation of a license whose owner does not timely submit the wagering or admission tax. Racino licensees must also pay (i) a 3% county slot machines wagering fee not to exceed $8 million in a fiscal year; (ii) an annual $500,00 problem gambling fee; (iii) 15% of its respective AGR to horsemen's purses, horsemen's associations and the gaming integrity fee; and (iv) an annual supplemental fee of 1% AGR to the Operating Agent for the first five years of operation and, thereafter, an annual renewal fee of $100 per slot machine.

In April 2007, the Indiana General Assembly amended the manner in which riverboats are to be taxed for property tax purposes. Retroactive to March 1, 2006, riverboats are to be taxed based on the lowest valuation as determined by an application of each of the following methodologies: (i) cost approach; (ii) sales comparison approach; and (iii) income capitalization approach. Alternatively the Riverboat Licensee and the respective Township Assessor may reach an agreement regarding the value of the riverboat. All Indiana state excise taxes, use taxes and gross retail taxes apply to sales made on a riverboat. In 2004 the Indiana Supreme Court ruled that vessels purchased out of the State of Indiana and brought into the State of Indiana would be subject to Indiana sales tax. Additionally, the Supreme Court declined to hear an Indiana Tax Court case that determined wagering tax payments made by a riverboat could not be deducted from the riverboat’s adjusted gross income. Finally, for taxable years beginning after December 31, 2014 the adjusted gross income tax rate was lowered from 3.4% to 3.3% thereby lowering the required withholding from qualifying jackpots from 3.4% to 3.3%.

The Indiana Gaming Commission is authorized to conduct investigations into gambling games, the maintenance of equipment, and violations of the Indiana Act as it deems necessary. The Indiana Gaming Commission may subject a Riverboat Licensee, an Operating Agent or a Racino licensee to fines, suspension or revocation of its license or Operating Contract for any conduct that violates the Indiana Act, rules promulgated thereunder or that constitutes a fraudulent act.  

The Riverboat Licensee, Operating Agent and Racino licensees must carry insurance in types and amounts as required by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, neither a Riverboat Licensee, Operating Agent nor a Racino licensee may enter into or perform any contract or transaction in which it transfers or receives consideration that is not commercially reasonable or that does not reflect the fair market value of goods and services rendered or received. All contracts are subject to disapproval by the Indiana Gaming Commission and contracts should reflect the potential for disapproval.

The Indiana Act places special emphasis on minority and women business enterprise participation in the riverboat industry. The Indiana Gaming Commission recently hired consultants who performed a Statistical Analysis of the Utilization of minority and women business enterprises by Riverboat Licensees and the Operating Agents. Based on the results of that Statistical Analysis Riverboat Licensees, Operating Agents and Racino licensees must establish goals of expending ten and nine-tenths percent of the total dollars spent on construction expenditures with women business enterprises. The Indiana Gaming Commission encourages the purchase of goods and services in the following categories from minority and women business enterprises based on the capacity measurement determined by the Statistical Analysis: (i) Twenty-three and two-tenths percent with minority-owned construction firms; (ii) four and two-tenths percent with minority-owned procurement firms; (iii) two and five-tenths percent with women-owned procurement firms; (iv) eleven and two-tenths percent with minority-owned professional services firms; (v) seven and eight-tenths percent with women-owned professional services firms; (vi) two and nine-tenths percent of other expenditures with minority-owned firms; and (vii) one and eight-tenths percent with other women-owned firms. Riverboat Licensees, Operating Agents and Racino licensees may be subject to a disciplinary action for failure to meet the minority and women business enterprise expenditure goals.  

By rule promulgated by the Indiana Gaming Commission, a Riverboat Licensee or affiliate may not enter into a debt transaction in excess of $1 million without the prior approval of the Indiana Gaming Commission. A debt transaction is any transaction that will result in the encumbrance of assets. Unless waived, approval of debt transactions requires consideration by the Indiana Gaming Commission at two business meetings. The Indiana Gaming Commission, by resolution, has authorized the Executive Director, subject to subsequent approval by the Indiana Gaming Commission, to approve debt transactions after a review of the documents and consultation with the Chair and the Indiana Gaming Commission’s outside financial analyst.  

A rule promulgated by the Indiana Gaming Commission requires the reporting of currency transactions to the Indiana Gaming Commission after the transactions are reported to the federal government. Indiana rules also require that Riverboat Licensees track and maintain logs of transactions that exceed $3,000. The Indiana Gaming Commission has promulgated a rule that prohibits distributions, excluding distributions for the payment of taxes, by a Riverboat Licensee to its partners, shareholders, itself or any affiliated entity if the distribution would impair the financial viability of the riverboat gaming operation. The Indiana Gaming Commission has also promulgated a rule mandating Riverboat Licensees to maintain a cash reserve to protect patrons against defaults in gaming debts. The cash reserve is to be equal to a Riverboat Licensee’s average payout for a three-day period based on the riverboat’s performance the prior calendar quarter. The cash reserve can consist of cash on hand, cash maintained in Indiana bank accounts and cash equivalents not otherwise committed or obligated. In January 2011, the Indiana Gaming Commission extended an Emergency Rule originally promulgated based on two Supreme Court decisions clearly establishing the Indiana Gaming Commission’s authority over Local Development Agreements between Riverboat, Contracting Agent and Racino licensees and the local community in which each is located. The Emergency Rule requires recipients of local development payments to follow specific guidelines to promote openness and transparency in the receipt, dissemination and use of the payments. SB 325, which has passed the Senate and has been sent to the House for its consideration, tracts the language of the Emergency Rule.

The Indiana Act prohibits contributions to a candidate for a state legislative or local office or to a candidate’s committee or to a regular party committee by:

• a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;

• a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;

• a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or

• a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.

The prohibition against political contributions extends for three years following a change in the circumstances that resulted in the prohibition.  

Individuals employed on a riverboat and in certain positions must hold an occupational license issued by the Indiana Gaming Commission. Suppliers of gaming equipment and gaming or revenue tracking services must hold a supplier’s license issued by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, Riverboat Licensees, Operating Agents and Racino Licensees who employ non-licensed individuals in positions requiring licensure or who purchase supplies from a non-licensed entity may be subject to a disciplinary action.  

New Jersey

General

On June 11, 2003 the New Jersey Casino Control Commission (the “NJCCC”) found that Marina District Development Company, LLC, a New Jersey limited liability company, which we refer to as the Operating Company or MDDC, complied with all the requirements of the New Jersey Casino Control Act (“Casino Control Act”) for the issuance of a casino license to own and operate the Borgata Hotel Casino and Spa. The effective date of the license was July 2, 2003, the date the NJCCC issued the Operating Company with an Operation Certificate. Such casino license was valid for a one year period and was renewed in June of 2004 for an additional one year period. On June 30, 2005 the casino license of the Operating Company was renewed for a five-year period and was most recently renewed effective July 1, 2010 for a five-year period ending June 30, 2015. Due to changes in the Casino Control Act, casino licensees will no longer be renewed, but instead casino licensees must submit documentation every five years (unless directed to do so sooner by the Division of Gaming Enforcement Office of the Attorney General of the State of New Jersey (the “NJDGE”)) to establish their qualification to retain casino licensure. MDDC is a wholly-owned subsidiary of Marina District Development Holding Company, LLC, which we refer to as the Holding Company, i.e. the Holding Company is the sole member of the Operating Company. Boyd Atlantic City, Inc., or BAC and a wholly-owned subsidiary of MGM Resorts International (“MGM”), MAC Corp., or MAC, were the initial members of the Holding Company with each having a 50% ownership interest therein. BAC is the Managing Member of the Holding Company. On March 24, 2010, MAC transferred its 50% ownership interest (the “MAC Interest”) in the Holding Company and certain land leased to MDDC into a divestiture trust, of which MGM and its subsidiaries are the economic beneficiaries (the “Divestiture Trust”), for sale to a third party in connection with MGM’s settlement agreement with the NJDGE (the “Settlement Agreement”).

A sale was never completed and after, among other things, modifications to MGM’’s compliance committee, MGM sought and obtained permission from the NJCCC on September 10, 2014, to reenter the Atlantic City market and regained the MAC Interest based upon NJCCC findings that MGM had once again satisfied the qualification requirements of the Casino Control Act.

The ownership and operation of casino gaming facilities in New Jersey are subject to the Casino Control Act and the regulations of the NJCCC and NJDGE collectively, sometimes hereinafter referred to as the “Gaming Authorities.” In general, the Casino Control Act and the regulations promulgated thereunder contain detailed provisions concerning, among other things:

• the granting of casino licenses;

• the suitability of the approved hotel facility and the amount of authorized casino space and gaming units permitted therein;

• the qualification of natural persons and entities related to the casino licensee;

• the licensing and registration of employees and vendors of casino licensees;

• the rules of the games;

• the selling and redeeming of gaming chips;

• the granting and duration of credit and the enforceability of gaming debts;

• the management control procedures, accountability, and cash control methods and reports to gaming agencies;

• the security standards;

• the manufacture and distribution of gaming equipment;

• the equal opportunity for employees and casino operators, contractors of casino facilities, and others; and

• advertising and entertainment; and

• alcoholic beverages.

The Gaming Authorities are empowered under the Casino Control Act to regulate a wide spectrum of gaming and non-gaming related activities and to approve the form of ownership and financial structure of not only a casino licensee, but also its entity qualifiers and intermediary and holding companies.

No casino hotel facility may operate unless the appropriate license and approvals are obtained from the Gaming Authorities, which has broad discretion with regard to the issuance, renewal, revocation, and suspension of such licenses and approvals, which are nontransferable. The qualification criteria with respect to the holder of a casino license include the following:

• its financial stability, integrity and responsibility;

• the integrity and adequacy of its financial resources which bear any relation to the casino project;

• its good character, honesty, and integrity; and

• the sufficiency of its business ability and casino experience to establish the likelihood of creation and maintenance of a successful, efficient casino operation.

The NJCCC may reopen licensing hearings at any time and must reopen a licensing hearing at the request of the the NJDGE.

To be considered financially stable, a licensee must demonstrate the following ability:

• to pay winning wagers when due;

• to achieve a gross operating profit;

• to pay all local, state, and federal taxes when due;

• to make necessary capital and maintenance expenditures to insure that it has a superior first-class facility; and

• to pay, exchange, refinance or extend debts which will mature and become due and payable during the license term.

In the event a licensee fails to demonstrate financial stability, the Gaming Authorities may take such action as it deems necessary to fulfill the purposes of the Casino Control Act and protect the public interest, including:

• issuing conditional license approvals or determinations;

• establishing an appropriate cure period;

• imposing reporting requirements;

• placing restrictions on the transfer of cash or the assumption of liability;

• requiring reasonable reserves or trust accounts;

• denying licensure; or

• appointing a conservator.

Pursuant to the Casino Control Act, regulations and precedent, no entity may hold a casino license unless: (1) each officer of the casino licensee; (2) each director of the casino licensee; (3) each person who directly or indirectly holds any beneficial interest or ownership of the securities issued by such casino licensee; (4) any holder who in the opinion of the director of the NJDGE has the ability to control the casino license or to elect a majority of the board of directors of casino licensee; and (5) each holding, intermediary or subsidiary company of the casino licensee obtains and maintains qualification approval from the Gaming Authorities. As to each holding, intermediary and subsidiary company of an applicant for or holder of a casino license, such applicants and holders shall be required to establish and maintain the qualifications of the following: (1) each corporate officer as defined in the Casino Control Act; (2) each director; (3) each person who directly or indirectly holds a beneficial interest or ownership interest of 5% or more in such company; (4) any person who in the opinion of the director of the NJDGE has the ability to control or elect a majority of the board of directors of such company; and (5) any other person who the director may consider appropriate to obtain and maintain qualification approval from the Gaming Authorities.

In addition, each party to an agreement for the management of a casino is required to hold a license, and the party who is to manage the casino must own at least 10% of all the outstanding equity securities of the casino licensee. Such an agreement shall provide for:

• the complete management of the casino;

• the sole and unrestricted power to direct the casino operations; and

• a term long enough to ensure the reasonable continuity, stability, independence and management of the casino.

Qualification Requirements and Waivers for Certain Institutional Investors

An entity qualifier or intermediary or holding company is required to be qualified by the NJCCC and meet the same basic standards for approval as a casino licensee; provided, however, that Director of the NJDGE, shall have the authority to waive any or all of the qualification requirements for any corporate officer as defined in the Casino Control Act, each director and each person who directly or indirectly holds a beneficial interest or ownership interest of 5% or more in such company. Applicants for and holders of casino licenses shall be required to establish and maintain the qualifications of any financial backer, investor, mortgagee, bondholder, or holders of indentures, notes or other evidences of indebtedness, either in effect or proposed which bears relation to the casino operation or casino hotel premises who holds 25% or more of such financial instruments or evidences of indebtedness; provided however in circumstances of default, any person holding 10% of such financial instruments or evidences of indebtedness shall be required to establish and maintain his qualifications. The director of the NJDGE may, in his discretion, require that any other financial backer, investor, mortgagee, bondholder, or holder of indentures, notes or other evidences of indebtedness who does not meet the threshold set forth herein to establish and maintain his qualifications. Banks and licensed lending institutions shall be exempt from any qualification requirements under this act if such bank or licensed lending institution is acting in the ordinary course of business.

An Institutional Investor is defined by the Casino Control Act as any:

• retirement fund administered by a public agency for the exclusive benefit of federal, state, or local public employees;

• investment company registered under the Investment Company Act of 1940;

• collective investment trust organized by banks under Part Nine of the Rules of the Comptroller of the Currency;

• closed end investment trust;

• chartered or licensed life insurance company or property and casualty insurance company;

• banking and other chartered or licensed lending institution;

• investment advisor registered under the Investment Advisers Act of 1940; and

• such other persons as the NJDGE may determine for reasons consistent with the policies of the Casino Control Act.

An Institutional Investor is granted a waiver by the NJDGE from financial source or other qualification requirements applicable to a holder of securities, in the absence of a prima facie showing by the NJDGE that there is any cause to believe that the Institutional Investor may be found unqualified, on the basis of NJDGE findings that:

• its holdings were purchased for investment purposes only and, upon request by the NJDGE, it files a certified statement to the effect that is has no intention of influencing or affecting the affairs of the issuer, the casino licensee or its holding or intermediary companies; provided, however, that the Institutional Investor will be permitted to vote on matters put to the vote of the outstanding security holders; and

• if the securities are debt securities of a casino licensee’s holding or intermediary companies or another subsidiary company of the casino licensee’s holding or intermediary companies which is related in any way to the financing of the casino licensee and represent either:

25% or less of the total outstanding debt of the company; or

50% or less of any issue of outstanding debt of the company, unless the full issue is in the amount of $150 million or less;

• the securities are under 25% of the equity securities of a casino licensee’s holding or intermediary companies; or

• if the securities so held exceed such percentages, upon a showing of good cause.

If an Institutional Investor changes its investment intent, or if the Gaming Authorities find reasonable cause to believe that it may be found unqualified, the Institutional Investor may take no action with respect to the security holdings, other than to divest itself of such holdings, until it has applied for interim casino authorization and has executed a trust agreement pursuant to such an application.

Restrictions Upon Issuance, Ownership and Transfer of Securities

The Casino Control Act imposes certain restrictions upon the issuance, ownership, and transfer of securities of a Regulated Company, and defines the term “security” to include instruments which evidence a direct or indirect beneficial ownership or creditor interest in a Regulated Company including, but not limited to, mortgages, debentures, security agreements, notes and warrants and any disposition thereof shall be effective five business days after the NJCCC receives notice of such disposition, unless within the 5 business day period the NJCCC disapproves of such disposition.

If the Gaming Authorities find that a holder of such securities is not qualified under the Casino Control Act, they have the right to take any remedial action they deem appropriate, including the right to force divestiture by such disqualified holder of such securities. In the event that certain disqualified holders fail to divest themselves of such securities, the Gaming Authorities have the power to revoke or suspend the casino license affiliated with the Regulated Company which issued the securities. If a holder is found unqualified, it is unlawful for the holder:

• to exercise, directly or through any trustee or nominee, any right conferred by such securities; or

• to receive any dividends or interest upon any such securities or any remuneration, in any form, from its affiliated casino licensee for services rendered or otherwise.

With respect to non-publicly-traded securities, the Casino Control Act and regulations require that the corporate charter or partnership agreement of a Regulated Company establish:

• a right of prior approval by the Gaming Authorities to disapprove with regard to transfers of securities, shares and other interests; and

• an absolute right in the Regulated Company to repurchase at the market price or the purchase price, whichever is the lesser, any such security, share, or other interest in the event that the Gaming Authorities disapprove a transfer.

With respect to publicly-traded securities, such corporate charter or partnership agreement is required to establish that any such securities of the entity are held subject to the condition that, if a holder thereof is found to be disqualified, such holder shall dispose of such securities. Whenever any person enters into a contract to transfer any property which relates to an on-going casino operation, including a security of the casino licensee or a holding or intermediary company or entity qualifier, under circumstances which would require that the transferee obtain licensure or be qualified under the Casino Control Act, and that person is not already licensed or qualified, the transferee is required to apply for interim authorization. Furthermore, the closing or settlement date in the contract may not be earlier than the 121st day after the submission of a complete application for licensure or qualification together with a fully executed trust agreement in a form approved by the Gaming Authorities. If, after the report of the NJDGE and a hearing by the NJCCC, the NJCCC grants interim authorization, the property will be subject to a trust. If the NJCCC denies interim authorization, the contract may not close or settle until the NJCCC makes a determination on the qualifications of the applicant. If the NJCCC denies qualification, the contract will be terminated for all purposes, and there will be no liability on the part of the transferor.

If, as the result of a transfer of publicly-traded securities of a Regulated Company or a financing entity of a Regulated Company, any person is required to qualify under the Casino Control Act, that person is required to file an application for licensure or qualification within 30 days after the Gaming Authorities determine that qualification is required or declines to waive qualification.

The application must include a fully executed trust agreement in a form approved by the Gaming Authorities, or in the alternative, within 120 days after a determination that qualification is required; the person whose qualification is required must divest such securities as the NJCCC may require in order to remove the need to qualify.

The NJCCC may grant interim casino authorization where it finds by clear and convincing evidence that:

• statements of compliance have been issued pursuant to the Casino Control Act;

• the casino hotel is an approved hotel in accordance with the Casino Control Act;

• the trustee satisfies qualification criteria applicable to casino key employees, except for residency; and

• interim operation will best serve the interests of the public.

When the NJCCC finds the applicant qualified, the trust will terminate. If the NJCCC denies qualification to a person who has received interim casino authorization, the trustee is required to endeavor, and is authorized, to sell, assign, convey, or otherwise dispose of the property subject to the trust to such persons who are licensed or qualified or shall themselves obtain interim casino authorization.

Where a holder of publicly-traded securities is required, in applying for qualification as a financial source or qualifier, to transfer such securities to a trust in application for interim casino authorization and the NJCCC thereafter orders that the trust become operative:

• during the time the trust is operative, the holder may not participate in the earnings of the casino hotel or receive any return on its investment or debt security holdings; and

• after disposition, if any, of the securities by the trustee, proceeds distributed to the unqualified holder may not exceed the lower of their actual cost to the unqualified holder or their value calculated as if the investment had been made on the date the trust became operative.

Casino Floor Space

The Gaming Authorities may permit a licensee to increase its casino space if the licensee agrees to add a prescribed number of qualifying sleeping units within two years after the commencement of gaming operations in the additional casino space. However, if the casino licensee does not fulfill such agreement due to conditions within its control, the licensee will be required to close the additional casino space, or any portion of thereof that the Gaming Authorities determine should be closed.

Fees, Taxes and Penalties

The Gaming Authorities are authorized to establish fees for the retention of casino licenses. The fee is based upon the cost of maintaining control and regulatory activities prescribed by the Casino Control Act, and the deposit of such fee may not be less than $100,000. Additionally, casino licenses are subject to potential assessments to fund any annual operating deficits incurred by the NJCCC or the NJDGE. Additionally, each casino licensee is also required to pay an annual tax of 8% on its gross casino revenues. Furthermore, there is a $3.00 room tax fee on all rooms, including complimentary rooms, the proceeds of which are primarily deposited into a special fund. There is also an annual license fee of $500 for each slot machine maintained for use or in use in any casino.

An investment alternative tax imposed on the gross casino revenues of each licensee in the amount of 2.5% is due and payable on the last day of April following the end of the calendar year. A licensee is obligated to pay the investment alternative tax for a period of 50 years. This investment alternative tax may be offset by investment tax credits equal to 1.25% of gross gaming revenue, which are obtained by purchasing bonds issued by, or investing in housing or other development projects approved by, the Casino Reinvestment Development Authority.

As part of the State of New Jersey’s plan to revitalize Atlantic City, a new law was enacted in February 2011 requiring that a tourism district (the “Tourism District”) be created and managed by the Casino Reinvestment Development Authority (the “CRDA”). The Tourism District has been established to include each of the Atlantic City casino properties along with certain other tourism related areas of Atlantic City. The law requires that a public-private partnership be created between the CRDA and a private entity that represents existing and future casino licensees. The private entity, known as The Atlantic City Alliance (the “ACA”), has been established in the form of a not-for-profit limited liability company, of which MDDC is a member. The public-private partnership between the ACA and CRDA shall be for an initial term of five years and its general purpose shall be to revitalize the Tourism District. The law required that a $5 million contribution be made to this effort by all casinos prior to 2012 followed by an annual amount of $30 million to be contributed quarterly by the casinos commencing January 1, 2012 for a term of five years. In 2015 legislation passed and was conditionally vetoed by the Governor redirecting the use of these funds. The conditionally vetoed bill is now pending action by the Legislature. Regardless of what action is taken by the Legislature and Governor the contribution requirement will continue. The action will only affect the use of the funds by the State of New Jersey. Each casino’s share of the quarterly contributions will equate to a percentage representing its gross gaming revenue for each corresponding period compared to the aggregate gross gaming revenues for that period for all casinos.

If, at any time, it is determined that a Regulated Company has violated the Casino Control Act, or that any such entity cannot meet the qualification requirements of the Casino Control Act, such entity could be subject to fines or the suspension or revocation of its license or qualification. If a Regulated Company’s license is suspended for a period in excess of 120 days or revoked, or upon the failure or refusal to renew a casino license, the NJCCC could appoint a conservator to operate or dispose of such entity’s casino hotel facilities. The conservator would be required to act under the direct supervision of the Gaming Authorities and would be charged with the duty of conserving, preserving and, if permitted, continuing the operation of such casino hotel. During the period of true conservatorship, a former or suspended casino licensee is entitled to a fair rate of return out of net earnings, if any, on the property retained by the conservator. The Gaming Authorities may also discontinue any conservatorship action and direct the conservator to take such steps as are necessary to affect an orderly transfer of the property of a former or suspended casino licensee.

Miscellaneous Requirements

Casino key employees are subject to more stringent requirements than non-supervisory employees (dealers, security officers and the like) and all non-casino employees, and must meet standards pertaining to financial stability, responsibility, good character, honesty, integrity and New Jersey residency. These requirements have resulted in significant competition among Atlantic City casino operators for the services of qualified employees.

Casinos must follow certain procedures which are outlined in the Casino Control Act when granting gaming credit and recording counter checks which have been exchanged, redeemed or consolidated. Gaming debts arising in Atlantic City in accordance with applicable regulations are enforceable in the courts of the State of New Jersey.

If a patron does not claim money or redeem the representation of debt owed to such patron from a gaming transaction within one year of the date of the transaction, the obligation of the casino licensee to pay the patron shall expire. 25% of the money or the value of the debt shall be paid to the Casino Revenue Fund by the casino licensee, and the remaining 75% shall be retained by the casino licensee, provided the licensee uses the full amount for marketing purposes.

Smoking

On January 15, 2006, the New Jersey State Legislature enacted the Smoke-Free Air Act that became effective April 15, 2006. This law called for smoke-free environments in essentially all indoor workplaces and places open to the public including places of business and service-related activities. The law contains several exceptions including an exemption for all casino floor space and 20% of a hotel’s designated hotel rooms. On February 15, 2007, Atlantic City promulgated a local ordinance that is more restrictive than the aforementioned state law. Specifically this ordinance reduced the casino floor exemption to 25% of a casino’s floor space. As such, smoking is prohibited on 75% of a casino’s floor space and permitted on 25% of a casino’s floor space subject to the following conditions:

• By April 15, 2007, casinos were required to limit smoking to 25% of their casino floor space, which areas initially were not required to be enclosed and separately ventilated.

• Ultimately, the 25% of the casino floor in which smoking would be permissible was required to be enclosed and separately ventilated. Casinos had a period of time to commence construction of the enclosures.

• In April 2008, Atlantic City voted to completely ban smoking on the casino floor, to take effect in October 2008; however, as a consequence of the economic downturn, in October 2008, Atlantic City voted to overturn the temporary smoking ban, returning to the 2007 law restricting smoking to no more than twenty-five percent of the casino floor.

• The postponement of the full smoking ban became effective on November 16, 2008.

• In December 2009, Atlantic City’s City Council announced it would not consider a full smoking ban pending further review.

Under the Atlantic City ordinance, smoking remains permissible in 20% of a hotel’s designated hotel rooms, consistent with state law.

Internet Gaming and Sports Betting

On February 26, 2013, Governor Christopher Christie signed legislation which will permit casino licensees or their Internet gaming affiliates who obtain an internet gaming permit to offer Internet gaming to individuals who have established a wagering account and are physically present in New Jersey. The legislation also held up the possibility of allowing individuals from jurisdictions that have entered into an agreement with the NJDGE, such that multi-state or international participation in Internet wagering pools, but no such agreements or compacts have yet been implemented. Any game that the NJDGE authorizes is permissible. The tax on gross Internet gaming revenue is 15%, and the annual permit fee is based on the cost of investigations and consideration of the application, and shall not be less than $400,000 for the first year and no less than $250,000 for each renewal, based on the cost of maintaining enforcement control and regulation of internet wagering operations. There is also an annual fee of $250,000 payable by each casino licensee with an Internet permit, to be allocated for compulsive gambling treatment. The law has a 10 year sunset provision. Regulations were put in place and New Jersey became the third state (after Nevada and Delaware) to initiate Internet

gaming operations on November 25, 2013. After on year of operations, the NJDGE reported that Internet gaming “win” was $120.5 million.

An amendment to New Jersey’s Constitution which permitted sports betting was passed in November of 2011. Legislation was enacted and the NJDGE adopted sports betting regulations.

Various professional sports leagues and the NCAA filed a lawsuit challenging the legality of the New Jersey legislation, on the primary basis that it violates the U.S. Professionals and Amateur Sports Protection Act (“PASPA”), the Federal law that prohibits sports betting in most states. In March of 2013 the U.S. District Court of New Jersey ruled that the sports betting legislation did violate PASPA, that ruling was upheld on appeal in a 2 to 1 decision of the Third Circuit Court of Appeals the following September. The U.S. Supreme Court declined to review that decision, which then became final. The New Jersey Legislature passed another bill, which became the 2014 Sports Wagering Law, which the Governor signed in October. The NCAA and sports leagues challenged that law as well, and again the U.S. District Court ruled that the New Jersey law was invalid. The decision of the District Court was affirmed by a panel of the Third Circuit Court of Appeals. New Jersey sought en banc review by the full Court of Appeals. The New Jersey request was granted and that appeal is now pending. As such, the future of sports betting in New Jersey is still unknown.

Louisiana

In the State of Louisiana, we, through our wholly owned subsidiaries, own and operate five gaming properties: Treasure Chest Casino in Kenner, Delta Downs Racetrack, Casino & Hotel in Vinton, Sam's Town Hotel and Casino in Shreveport, Evangeline Downs Racetrack and Casino in Opelousas and the Amelia Belle Casino in Amelia. Through Evangeline Downs, we also operate three off-track betting facilities, which contain Video Draw Poker Devices. The operation and management of these riverboat casinos, slot machine operations at certain racetracks, live racing facilities, off-track betting facilities and video poker operations in Louisiana are subject to extensive state regulation. The Louisiana Riverboat Economic Development and Gaming Control Act, or the Riverboat Act, became effective on July 19, 1991. The Louisiana Pari-Mutuel Live Racing Facility Economic Redevelopment and Gaming Control Act, or the Slots Act, became effective on July 9, 1997. The Video Draw Poker Act became effective July 30, 1991. The statutory scheme regulating live and off-track betting, or the Horse Racing Act, has been in existence since 1958.

The Riverboat Act states, among other things, that certain of the policies of the State of Louisiana are:

• to develop a historic riverboat industry that will assist in the growth of the tourism market;

• to license and supervise the riverboat industry from the period of construction through actual operation;

• to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and

• to license all entities involved in the riverboat gaming industry.

The Slots Act states, among other things, that certain policies of the State of Louisiana are:

• to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and

• to regulate and license owners of such facilities.

The Horse Racing Act states, among other things, that certain policies of the State of Louisiana are:

• to encourage the development of horse racing with pari-mutuel wagering on a high plane;

• to encourage the development and ownership of race horses;

• to regulate the business of racing horses and to provide the orderly conduct of racing;

• to provide financial assistance to encourage the business of racing horses; and

• to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.

Both the Riverboat Act and the Slots Act make it clear, however, that no holder of a license or permit possesses any vested interest in such license or permit and that the license or permit may be revoked at any time.

In a special session held in April 1996, the Louisiana legislature passed the Louisiana Gaming Control Act, or the Gaming Control Act, which created the Louisiana Gaming Control Board, or the Gaming Control Board. Pursuant to the Gaming Control Act, all of the regulatory authority, control and jurisdiction of licensing for both riverboats and slot facilities was transferred to the Gaming Control Board. The Gaming Control Board came into existence on May 1, 1996 and is made up of nine members and two ex-officio members (the Secretary of Revenue and Taxation and the superintendent of Louisiana State Police). It is domiciled in Baton Rouge and regulates riverboat gaming, the land-based casino in New Orleans, racetrack slot facilities and video poker. The Attorney General acts as legal counsel to the Gaming Control Board. Any material alteration in the method whereby riverboat gaming, slot

facilities or video draw poker is regulated in the State of Louisiana could have an adverse effect on the operations of the Treasure Chest, Delta Downs, Sam's Town Shreveport, Evangeline Downs and Amelia Belle.

Riverboats

The Riverboat Act approved the conducting of gaming activities on a riverboat, in accordance with the Riverboat Act, on twelve separate waterways in Louisiana. The Riverboat Act allows the Gaming Control Board to issue up to fifteen licenses to operate riverboat gaming projects within the state, with no more than six in any one parish. There are presently fifteen licenses issued and thirteen riverboats operating currently. Two riverboats are under construction and not operational: one in Bossier City and One in Lake Charles. We have properties in both of these markets.

We and certain of our directors and officers and certain of our key personnel were found suitable to operate riverboat gaming in the State of Louisiana. New directors, officers and certain key employees associated with gaming must also be found suitable by the Gaming Control Board prior to working in gaming-related areas. These approvals may be immediately revoked for a number of causes as determined by the Gaming Control Board. The Gaming Control Board may deny any application for a certificate, permit or license for any cause found to be reasonable by the Gaming Control Board. The Gaming Control Board has the authority to require us to sever our relationships with any persons for any cause deemed reasonable by the Gaming Control Board or for the failure of that person to file necessary applications with the Gaming Control Board.

The current Louisiana riverboat gaming license of Treasure Chest is valid for five years and will expire on May 18, 2020. The Sam's Town Shreveport license is also valid for five years and will expire on March 8, 2015. Amelia Belle's current license is valid for five years and will expire on November 20, 2020.

We are involved in legal proceedings with an unsuccessful applicant for the original Treasure Chest riverboat license in Louisiana. Alvin C. Copeland, the sole shareholder (now deceased) of an unsuccessful applicant for a riverboat license at the location of our Treasure Chest Casino, made several attempts to have the Treasure Chest license revoked and awarded to his company. In 1999 and 2000, Copeland unsuccessfully opposed the renewal of the Treasure Chest license and has brought two separate legal actions against us. In November 1993, Copeland objected to the relocation of Treasure Chest Casino from the Mississippi River to its current site on Lake Pontchartrain. The predecessor to the Louisiana Gaming Control Board allowed the relocation over Copeland's objection. Copeland then filed an appeal of the agency's decision with the Nineteenth Judicial District Court. Through a number of amendments to the appeal, Copeland improperly attempted to transform the appeal into a direct action suit and sought the revocation of the Treasure Chest license. Treasure Chest intervened in the matter in order to protect its interests. The appeal/suit, as it related to Treasure Chest Casino, was dismissed by the District Court and that dismissal was upheld on appeal by the First Circuit Court of Appeal. Additionally, in 1999, Copeland filed a direct action against Treasure Chest and certain other parties seeking the revocation of Treasure Chest's license, an award of the license to him and monetary damages. The suit was dismissed by the trial court citing that Copeland failed to state a claim on which relief could be granted. The dismissal was appealed by Copeland to the First Circuit Court of Appeal. On June 21, 2002, the First Circuit Court of Appeal reversed the trial court's decision and remanded the matter to the trial court. On January 14, 2003, we filed a motion to dismiss the matter and that motion was partially denied. The Court of Appeal refused to reverse the denial of the motion to dismiss. In May 2004, we filed additional motions to dismiss on other grounds. There was no activity regarding this matter during 2005 and 2006, and the case was set to be dismissed by the court for failure to prosecute by the plaintiffs in mid-May 2007; however, on May 1, 2007, the plaintiff filed a motion to set a hearing date related to the motions to dismiss. The hearing was scheduled for September 10, 2007, at which time all parties agreed to postpone the hearing indefinitely. The hearing has not been rescheduled. Subsequently, Copeland died and his estate has been substituted as the proper party plaintiff. On June 9, 2009, the plaintiff filed to have the exceptions set for hearing. The parties decided to submit the exceptions to the court on the previously filed briefs. The court issued a ruling denying the exceptions on August 9, 2010. Copeland's counsel indicated a desire to move forward with the litigation and requested that the parties respond to outstanding discovery. Subsequently, on August 11, 2010, Guidry filed a Third Party Demand against the U.S. Attorney's Office seeking enforcement of Guidry's plea agreement which would limit Guidry's exposure in the case. On September 9, 2010, the U.S. Attorney's Office removed the suit to the U.S. District Court, Middle District of Louisiana. Pending before the District Court are a Motion to Dismiss for failing to state a cause of action filed by Guidry, asserting the same arguments he tried in state court, which the Company joined and a Motion to Dismiss for Lack of Subject Matter Jurisdiction filed by the U.S. Attorney. The case was ultimately remanded to State Court. Robert Guidry then filed a Motion for Partial Summary Judgment on November 14, 2011, asking that Copeland’s damages be limited to recoupment of expenses and excluding lost profits and the value of the license. TCC joined in this Motion on December 6, 2011. The judge heard the Motion for Partial Summary Judgment on September 10, 2012, and granted the Motion in favor of Guidry and TCC, thereby limiting Copeland’s recovery. Copeland applied for supervisory writs for a review of the partial summary judgment at the Louisiana First Circuit Court of Appeal. All filings with the appellate court were completed on November 19, 2012. On February 13, 2103, the writ was denied leaving intact the partial summary judgment. On March 15, 2013, Copeland produced documents that are responsive to a discovery request and discovery continues on this matter. We currently are vigorously defending the lawsuit. If this matter ultimately results in the Treasure Chest

license being revoked, it could have a significant adverse effect on our business, financial condition and results of operations. Annual fees are currently charged to each riverboat project as follows:

• $50,000 per year for the first year and $100,000 for each year thereafter; and

• 21.5% of net gaming proceeds.

Additionally, each local government may charge a boarding fee or admissions tax. Treasure Chest pays the City of Kenner a fee of ($2.50 per passenger boarding the vessel multiplied by 1.2). Sam's Town Shreveport pays admission taxes of up to 5.5% of adjusted gross receipts to various local governmental bodies. Amelia Belle pays St. Mary Parish $15 million per year (subject to adjustment) as admission tax. Any increase in these fees or taxes could have a material and detrimental effect on the operations of Treasure Chest, Sam's Town and Amelia Belle.

Slot Facilities

The Slots Act allows for four separate "eligible facilities" to operate slot machines at live horse racing pari-mutuel facilities (one each in Calcasieu Parish, St. Landry Parish, Bossier Parish and Orleans Parish). Each facility, with the exception of Orleans Parish, may, upon proper licensure, operate slot machines in a designated gaming space of up to 15,000 square feet.

Gaming licenses and approvals of slot operations are issued by the Gaming Control Board, and are subject to revocation for any cause deemed reasonable by the Gaming Control Board. Our operation of slot machines at Delta Downs and Evangeline Downs is subject to strict regulation by the Gaming Control Board and the Louisiana State Police. Extensive regulations concerning accounting, internal controls, underage patrons and other aspects of slot machine operations have been promulgated by the Gaming Control Board. Failure to adhere to these rules and regulations can result in substantial fines and the suspension or revocation of the license to conduct slot machine operations. Any failure to comply with the Louisiana Gaming Control Board's rules or regulations in the future could ultimately result in the revocation of our license to operate slot machines at Delta Downs and Evangeline Downs.

Annual Fees and taxes currently charged Delta Downs and Old Evangeline Downs under the Slots Acts are as follows:

• 15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;

• 3% of the annual net slot machine proceeds dedicated to horse breeders associations;

• 18.5% taxable net slot machine proceeds are paid to the state;

• For Delta Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities only on those days when there are scheduled live races at its racetrack (currently Thursdays through Sundays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m.; and

• For Evangeline Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings from one hour before post time until one hour after the conclusion of racing; during periods when it is not conducting race meetings, on all persons entering on Thursday through Monday from 12 p.m. until 12 a.m. each day.

Gaming Control Board

At any time, the Gaming Control Board may investigate and require the finding of suitability of any stockholder, beneficial stockholder, officer or director of Boyd Gaming or of any of its subsidiaries. The Gaming Control Board requires all holders of a 5% or greater interest in the license holder to submit to suitability requirements. Additionally, if a shareholder who must be found suitable is a corporate or partnership entity, then the shareholders or partners of the entity must also submit to investigation. The sale or transfer of more than a 5% interest in any riverboat or slot project is subject to Gaming Control Board approval.

Pursuant to the regulations promulgated by the Gaming Control Board, all licensees are required to inform the Gaming Control Board of all debt, credit, financing and loan transactions, including the identity of debt holders. Our subsidiaries, Treasure Chest Casino, L.L.C., Boyd Racing, L.L.C., Red River Entertainment of Shreveport, L.L.C. (Sam's Town Shreveport), Old Evangeline Downs, LLC and Belle of Orleans, LLC (Amelia Belle) are licensees and are subject to these regulations. In addition, the Gaming Control Board, in its sole discretion, may require the holders of such debt securities to file applications and obtain suitability certificates from the Gaming Control Board. Although the Riverboat Act and the Slots Act do not specifically require debt holders to be licensed or to be found suitable, the Gaming Control Board retains the discretion to investigate and require that any holders of debt securities be found suitable under the Riverboat Act or the Slots Act. Additionally, if the Gaming Control Board finds that any holder exercises a material influence over the gaming operations, a suitability certificate will be required. If the Gaming Control Board determines that a person is unsuitable to own such a security or to hold such an indebtedness, the Gaming Control Board may propose any action which it determines proper and necessary to protect the public interest, including the suspension or revocation of the license. The Gaming Control Board may also, under the penalty of revocation of license, issue a condition of disqualification naming the person(s) and declaring that such person(s) may not:

• receive dividends or interest in debt or securities;

• exercise directly or through a nominee a right conferred by the securities or indebtedness; receive any remuneration from the licensee;

• receive any economic benefit from the licensee; or

• continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.

Any violation of the Riverboat Act, the Slots Act or the rules promulgated by the Gaming Control Board could result in substantial fines, penalties (including a revocation of the license) and criminal actions. Additionally, all licenses and permits issued by the Gaming Control Board are revocable privileges and may be revoked at any time by the Gaming Control Board.

Live Horse Racing

Pari-mutuel betting and the conducting of live horse race meets in Louisiana are strictly regulated by the Louisiana State Racing Commission, which we refer to as the Racing Commission. The Racing Commission is comprised of thirteen members and is domiciled in New Orleans, Louisiana. In order to be approved to conduct a live race meet and to operate pari-mutuel wagering (including off-track betting), an applicant must show, among other things:

• racing experience;

• financial qualifications;

• moral and financial qualifications of applicant and applicant's partners, officers and officials;

• the expected effect on the breeding and horse industry;

• the expected effect on the State's economy; and

• the hope of financial success.

In May 2001, a subsidiary of Boyd Gaming applied for and received approval from the Racing Commission to buy Delta Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Delta Downs facility and to conduct off-track wagering at Delta Downs. The term of each of these licenses is ten years and they renew annually.

In April 2002, Peninsula Gaming (now a subsidiary of Boyd Gaming) applied for and received approval from the Racing Commission to buy Evangeline Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Evangeline Downs facility and to conduct off-track wagering at Evangeline Downs and other locations. The term of each of these licenses is ten years and they renew annually.

Any alteration in the regulation of riverboat casinos, slot machine operations at certain racetracks, or live racing facilities could have a material adverse effect on the operations of Treasure Chest, Delta Downs, Sam's Town Shreveport, Amelia Belle Casino or Evangeline Downs.

Mississippi

The ownership and operation of casino gaming facilities in the State of Mississippi, such as those at Sam's Town Tunica and IP Biloxi, are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission, or the Mississippi Commission.

The Mississippi Gaming Control Act, or the Mississippi Act, is similar to the Nevada Gaming Control Act. The Mississippi Commission has adopted regulations that are also similar in many respects to the Nevada gaming regulations.

The laws, regulations and supervisory procedures of the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices and procedures;

• the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;

• the prevention of cheating and fraudulent practices;

• providing a source of state and local revenues through taxation and licensing fees; and

• ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.

The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our business, financial condition and results of operations.

The Mississippi Act provides for legalized gaming in each of the fourteen counties that border the Mississippi Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county.

Currently, gaming is permissible in nine of the fourteen eligible counties in the state and gaming operations have commenced in seven counties. Traditionally, Mississippi law required gaming vessels to be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters lying south of the counties along the Mississippi Gulf Coast. However, the Mississippi Legislature amended the Mississippi Act to permit licensees in the three counties along the Gulf Coast to establish casino structures that are located in whole or part on shore and land-based casino operations provided the land-based gaming areas do not extend more than 800 feet beyond the nineteen-year mean high water line, except in Harrison County where the 800-foot limit can be extended as far as the greater of 800 feet beyond the 19 year mean high water line or the southern boundary of Highway 90. Due to another change in the interpretation of the Mississippi Act, the Commission has also permitted licensees in approved Mississippi River counties to conduct gaming operations on permanent structures, provided that the majority of the gaming floor in any such structure is located on the river side of the "bank full" line of the Mississippi River.

Our Sam's Town Tunica casino is located on barges situated in a specially constructed basin several hundred feet inland from the Mississippi River. In the past, whether basins such as the one in which our casino barges are located constituted “navigable waters” suitable for gaming under Mississippi law was a controversial issue. The Mississippi Attorney General issued an opinion in July 1993 addressing legal locations for gaming vessels under the Mississippi Act and the Mississippi Commission later approved the location of the casino barges on the Sam's Town Tunica site as legal under the opinion of the Mississippi Attorney General. Although a competitor requested the Mississippi Commission to review and reconsider its decision, the Mississippi Commission declined to do so and since that date has issued or renewed licenses to Sam's Town Tunica on multiple occasions. Continued licensing of Sam's Town Tunica requires demonstration of compliance with the Mississippi Attorney General's “navigable waters” opinion, a requirement which has been imposed on many Tunica County licensees. We believe that Sam's Town Tunica is in compliance with the Mississippi Act and the Mississippi Attorney General's “navigable waters” opinion. However, no assurance can be given that a court ultimately would conclude that our casino barges at Sam's Town Tunica are located on navigable waters within the meaning of Mississippi law. If the basin in which our Sam's Town Tunica casino barges presently are located was not deemed navigable waters within the meaning of Mississippi law, such a decision would have a significant adverse effect on us and our business, financial condition and results of operations. Our IP Biloxi casino is located on permanent structures elevated above the Back Bay of Biloxi.

The Mississippi Act permits unlimited stakes gaming on a 24-hour basis and does not restrict the percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices.

We and any subsidiary of ours that operates a casino in Mississippi (each a “Gaming Subsidiary” and together, the “Gaming Subsidiaries”) are subject to the licensing and regulatory control of the Mississippi Commission. We are registered under the Mississippi Act as a publicly traded corporation, or a Registered Corporation, of Boyd Tunica, Inc., the owner and operator of Sam's Town Tunica, a licensee of the Mississippi Commission, and of Boyd Biloxi, LLC, the owner and operator of IP Biloxi. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of profits from a licensed subsidiary of a Registered Corporation without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals in connection with the licensing of Sam's Town Tunica and IP Biloxi.

A Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period and must be renewed periodically thereafter. Sam's Town Tunica's current gaming license expires on December 3, 2016, and IP Biloxi’s gaming license expires on October 3, 2017.

Certain of our officers and employees and the officers, directors and certain key employees of Sam's Town Tunica and IP Biloxi must be found suitable or approved by the Mississippi Commission. We believe that we have obtained, applied for or are in the process of applying for all necessary findings of suitability with respect to Boyd Gaming, Sam's Town Tunica and IP Biloxi, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Changes in certain licensed positions must be reported to the Mississippi Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Commission has jurisdiction to disapprove a change in any corporate position or title and such changes must be reported to the Mississippi Commission. The Mississippi Commission has the power to require us and our Gaming Subsidiaries to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in such capacities. Determination of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi.

At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any record or beneficial stockholder of Boyd Gaming. The Mississippi Act requires any person who acquires more than five percent of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, or SEC, to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than ten percent of any class of voting securities of a Registered Corporation, as reported to the SEC, must apply for a finding of suitability by the Mississippi Commission and must pay the costs and fees that the Mississippi Commission incurs in conducting the investigation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners.

The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of more than five percent of any class of voting securities of a Registered Corporation. However, under certain circumstances, an “institutional investor,” as defined in the Mississippi Commission's regulations, which acquires more than ten percent, but not more than fifteen percent, of the voting securities of a Registered Corporation may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations, or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes include:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

• such other activities as the Mississippi Commission may determine to be consistent with such investment intent.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of our securities beyond such time as the Mississippi Commission prescribes, may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any Gaming Subsidiary owned by us, the company involved:

• pays the unsuitable person any dividend or other distribution upon such person's voting securities;

• recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;

• pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or

• fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission, in its discretion, may require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security if the Mississippi Commission has reason to believe that the ownership of the debt security by the holder would be inconsistent with the declared policies of the State of Mississippi.

Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation.

If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation maybe sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by the unsuitable person in connection with those securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

Each Gaming Subsidiary must maintain in Mississippi a current ledger with respect to the ownership of its equity securities and we must maintain in Mississippi a current list of our stockholders which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver of this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time.

Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation or a Gaming Subsidiary must be reported to or approved by the Mississippi Commission. A Gaming Subsidiary may not make a public offering of its securities but may pledge or mortgage casino facilities. A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to the offering. We have received a waiver of the prior approval requirement with respect to public offerings and private placements of securities, subject to certain conditions, including the ability of the Mississippi Commission to issue a stop order with respect to any such offering if the staff determines it would be necessary to do so.

Under the regulations of the Mississippi Commission, a Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by the security issued by the affiliated company, without the prior approval of the Mississippi Commission. A pledge of the stock of a Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission. Moreover, restrictions on the transfer of an equity security issued by a Gaming Subsidiary or its holding companies and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Commission. We have obtained approvals from the Mississippi Gaming Commission for such guarantees, pledges and restrictions in connection with offerings of securities, subject to certain restrictions, but we must obtain separate prior approvals from the Mississippi Commission for pledges and stock restrictions in connection with certain financing transactions. Moreover, the regulations of the Mississippi Commission require us to file a Loan to Licensees and Lease Transaction Report with the Mississippi Gaming Commission within thirty (30) days following certain financing transactions and the offering of certain debt securities. If the Mississippi Commission were to deem it appropriate, the Mississippi Commission could order any such transaction rescinded.

Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements or any act or conduct by a person by which he or she obtains control, may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission also may require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and found suitable as part of the approval process relating to the transaction.

The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi's gaming industry and further Mississippi's policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi's gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation's board of directors in response to a tender offer made directly to the Registered Corporation's shareholders for the purpose of acquiring control of the Registered Corporation.

Neither we nor any Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of, or a waiver of such approval by, the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We previously have obtained, or otherwise qualified for, a waiver of foreign gaming approval from the Mississippi Commission for operations in other jurisdictions in which we conduct gaming operations and will be required to obtain approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi; provided, however, that such a waiver shall be automatically granted under the Mississippi Commission's regulations in connection with foreign gaming activities (except for internet gaming activities) conducted (i) within the fifty (50) states or any territory of the United States, (ii) on board any cruise ship embarking from a port located therein, and (iii) in any other jurisdiction in which a casino operator's license or its equivalent is not required in order to legally conduct gaming operations.

If the Mississippi Commission were to determine that we or our Gaming Subsidiaries had violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals and the license of such Gaming Subsidiary, subject to compliance with certain statutory and regulatory procedures. In addition, we, the Gaming Subsidiary and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us and our business, financial condition and results of operations.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi and to the counties and cities in which a Gaming Subsidiary's operations are conducted. Depending upon the

particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually. Generally, gaming fees and taxes are based upon the following:

• a percentage of the gross gaming revenues received by the casino operation;

• the number of gaming devices operated by the casino; or

• the number of table games operated by the casino.

The license fee payable to the State of Mississippi is based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings) and the current maximum tax rate imposed is eight percent of all gaming receipts in excess of $134,000 per month. The foregoing license fees we pay are allowed as a credit against our Mississippi income tax liability for the year paid. The gross revenues fee imposed by Tunica County in which Sam's Town Tunica is located and the City of Biloxi in which IP Biloxi is located equals approximately four percent of the gaming receipts.

The Mississippi Commission's regulations require as a condition of licensure that a project include a 500-car or larger parking facility in close proximity to the casino complex, a 300-room or larger hotel of at least a three diamond rating as defined by an acceptable travel publication as determined by the Mississippi Commission, a restaurant capable of seating at least 200 people and a fine dining facility capable of seating at least 75 people, a casino floor of at least 40,000 square feet and have (or support) an amenity that will be unique to the market, encourage economic development and promote tourism. Such regulations apply to new casinos or acquisitions of closed casinos. Sam's Town Tunica and IP Biloxi were both grandfathered under a prior version of the regulation and thus are exempt from the current regulation’s requirements.

The sale of alcoholic beverages by Sam's Town Tunica and IP Biloxi is subject to licensing, control and regulation by both the local jurisdiction and the Alcoholic Beverage Control Division, or ABC, of the Mississippi Department of Revenue. Each is located in an area designated as special resort area, which allows the property to serve alcoholic beverages on a 24-hour basis. If the ABC laws are violated, the ABC has the full power to limit, condition, suspend or revoke any license for the serving of alcoholic beverages or to place such licensee on probation with or without conditions. Any such disciplinary action could (and revocation would) have a significant adverse effect upon us and our business, financial condition and results of operations. Certain of our officers and managers at Sam's Town Tunica and IP Biloxi must be investigated by the ABC in connection with our liquor permits and changes in certain key positions must be approved by the ABC.

Iowa

Our Diamond Jo and Diamond Jo Worth operations are subject to Chapter 99F of the Iowa Code and the regulations promulgated under that Chapter, and the licensing and regulatory control of the Iowa Racing and Gaming Commission (“IRGC” or “Commission”). Our licenses held by Diamond Jo, LLC (“DJL”) and Diamond Jo Worth, LLC, (“DJW”) are subject to annual renewal and are further dependent upon successful annual license renewal of our respective “qualified sponsoring organizations,” Dubuque Racing Association, Ltd. (“DRA”) and Worth County Development Authority (“WCDA”).

The legislation permitting gambling in Iowa authorizes the granting of licenses to conduct gambling games to “qualified sponsoring organizations.” A “qualified sponsoring organization” is defined as a nonprofit corporation organized under Iowa law, whether or not exempt from federal taxation, or a person or association that can show to the satisfaction of the Commission that the person or association is eligible for exemption from federal income taxation under Sections 501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the Internal Revenue Code. Such nonprofit corporation may operate the excursion gambling boat or gambling structure itself, or it may enter into an agreement with another operator to operate the boat or structure on its behalf. An operator must be approved and licensed by the Commission. DRA, a nonprofit corporation originally organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received an excursion gambling boat license in 1990 and has been licensed as the “qualified sponsoring organization” of the Diamond Jo Casino since March 18, 1993. DRA entered into an operating agreement (the “DRA Operating Agreement”) with Greater Dubuque Riverboat Entertainment Company, L.C., the previous owner and operator of the Diamond Jo Casino, authorizing Greater Dubuque Riverboat Entertainment Company, L.C. to operate excursion gambling boat gaming operations in Dubuque. The Commission approved the DRA Operating Agreement on March 18, 1993. We assumed the rights and obligations of Greater Dubuque Riverboat Entertainment Company, L.C. under the DRA Operating Agreement.

During 2005, the DRA Operating Agreement was amended to provide for, among other things, the extension of the agreement through December 31, 2018. The Agreement also authorized the DRA to operate up to 1,500 gaming positions at Mystique, a greyhound racetrack that DRA operates under a separate license. On November 13, 2014, the Commission approved a request by DRA to conduct gambling games at a gambling structure instead of a racetrack enclosure effective January 1, 2015. This change was in response to a 2014 law change allowing DRA to maintain a license to conduct gambling games at Mystique without the requirement of scheduling performances of live dog races. DJL pays the DRA 4.5% of DJL’s adjusted gross receipts (the gross receipts less winnings paid to wagerers) from gaming operations of DJL. These payments approximated $2.8 million, $3 million and $3.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

In 2007, DJL entered into an Amended and Restated Port of Dubuque Public Parking Facility Development Agreement with the City of Dubuque, Iowa (“the City”). Pursuant to that agreement, DJL agreed to and has now completed construction of a land-based casino of not less than one hundred forty thousand (140,000) square feet of floor space. DJL is obligated to pay the full property taxes on the casino development and valuation of the property is subject to a minimum assessment agreement. DJL further agreed to escrow funds for the City to construct a parking facility. The parking garage has been completed and DJL is obligated to pay the reasonable and necessary actual operating costs incurred by the City for the operating, security, repair and maintenance of that Public Parking Facility and to contribute $80 per parking space (adjusted by the Consumer Price Index) annually to a Sinking Fund from which certain of those expenses are withdrawn. As part of that agreement the City agreed to make the parking garage available for public use 24 hours/day and 7 days/week subject to certain emergency situations. The parking garage was largely funded through tax increment financing over a 30-year period and the parking agreement between the City and DJL continues for the life of the Public Parking Facility. The development agreement was amended June 11, 2009 to provide parking privileges in the public parking facility for DJL’s customer valet parking and for certain management personnel. The amendment agreement terminates June 18, 2029.

In a separate agreement with the City, DJL leases certain real property, including various parking lots around the casino. The lease term has been extended through December 2018. The current lease calls for lease and parking payments of $500,000 annually as of 2009-10 with a cost of living adjustment thereafter. However, under the DRA Operating Agreement, the DRA is required to reimburse DJL for rent payments paid to the City described in this paragraph up to $500,000 per year. In addition, DJL subleases certain property leased by the City to DRA at the cost of $1 per year.

The Worth County Development Authority (“WCDA”), a nonprofit corporation, was organized on July 14, 2003 for the purpose of serving as a “qualified sponsoring organization” for an excursion gambling boat licensed in Worth County, Iowa. Pursuant to an operating agreement with the WCDA (the “WCDA Operating Agreement”), DJW is entitled to own and operate a gambling facility in Worth County, Iowa. As the “qualified sponsoring organization” for DJW, WCDA receives 5.76% of DJW’s adjusted gross receipts from gaming operations. In 2014, 2013 and 2012, DJW expensed approximately $4.9 million, $5 million, and $5.3 million, respectively, in payments to WCDA under this agreement. An Amendment to the WCDA Operating Agreement was entered into on October 7, 2014 and was approved by the Commission on November 13, 2014. The First Amendment to Amended and Restated Operator’s Agreement provides for a continuation of the operating agreement until March 31, 2025 with DJW’s right to renew for succeeding ten year periods thereafter as long as gaming is allowed in Worth County pursuant to Iowa Code 99F and as long as DJW has substantially complied with the WCDA Operating Agreement and DJW’s and WCDA’s gaming licenses are renewed and/or in effect.

Under Iowa law, a license to conduct gaming may be issued in a county only if the county electorate has approved the gaming. The electorate of Dubuque County, Iowa, which includes the City of Dubuque, approved gaming on May 17, 1994, by referendum, with 80% of the electorate voting in favor of gaming conducted by DJL. The electorate of Worth County, Iowa, approved gaming on June 24, 2003, by referendum, including gaming conducted by DJW, with 75% of the electorate voting in favor. In 2011, the legislature amended the law to remove the requirement for referendums to be conducted every eight years if a proposition to operate gambling games is approved by a majority of the county electorate voting on the proposition in two successive elections. Because both Dubuque County and Worth County have had two successive referendums approving the proposition allowing for the operation of gambling games, no further referendums approving a proposition to operate gambling games are required for DJL and DJW.

Under Iowa law, the legal age for gaming is 21 years of age, and wagering on a “gambling game” is legal when conducted by a licensee on the gaming floor of an “excursion gambling boat” or a "gambling structure." An “excursion gambling boat” is an excursion boat or moored barge and a "gambling structure" is any man-made stationary structure that does not contain a race track and is approved by the Commission. A “gambling game” is any game of chance authorized by the Iowa Racing and Gaming Commission.

In July 1995, legislation was enacted requiring the Commission to cooperate with the gamblers assistance program and to incorporate information regarding the program and its toll-free telephone number in printed materials distributed by the Commission. It also provided that, as a condition of licensing, the Commission could require licensees to have the information available in a conspicuous place.

Legislation enacted in May 2004 required licensees to establish a voluntarily exclusion program, whereby persons may voluntarily ban themselves from all facilities under Iowa Code Chapter 99F for life. That legislation also prohibited cash and credit devices in the wagering area or on the gaming floor and required that the CPA conducting the annual audit be selected by the board of supervisors of the licensee’s county and required that new operating agreements between a qualified sponsoring organization and an operator provide for a minimum distribution for charitable purposes to average at least three percent of the adjusted gross receipts for each license year.

Substantially all of DJL’s and DJW’s material transactions are subject to review and approval by the Commission. All contracts or business arrangements, verbal or written, with any related party or in which the term exceeds three years or the total value of the contract exceeds $100,000 in a calendar year are agreements that qualify for submission to and approval by the Commission subject to certain limited exceptions. The agreement must be submitted within 30 days of execution and approval must be obtained prior to implementation unless the agreement contains a written clause stating that the agreement is subject to commission approval. Additionally, contracts negotiated between DJL or DJW and a related party must be accompanied by economic and qualitative justification.

We must submit detailed financial, operating and other reports to the Commission. We must file weekly gaming reports indicating adjusted gross receipts received from gambling games. Additionally, we and our qualified sponsoring organizations must file annual audited financial statements covering all financial activities related to our operations for each fiscal year. We must also keep detailed records regarding our equity structure and owners.

Iowa has a graduated wagering tax on excursion gambling boat and gambling structure gaming equal to 5% of the first one million dollars of adjusted gross receipts, 10% on the next two million dollars of adjusted gross receipts and 22% on adjusted gross receipts of more than three million dollars. In addition, Iowa excursion gambling boats and gambling structures share equally in costs of the Commission and related entities to administer gaming in Iowa. For the fiscal year ending December 31, 2014, DJL’s and DJW’s shares of such expenses were approximately $0.8 million each. Further, DJL paid to the City a fee equal to $.50 per admission into the casino through June 30, 2009. In June 2009, DJL and the City entered into an agreement in which DJL agreed to pay to the City a flat fee of $500,000 per year in lieu of the $0.50 per admission fee. In addition, we are obligated to pay .5% of adjusted gross receipts to the city in which we are located or the nearest city of our operation and .5% of adjusted gross receipts to the county where our facilities are located.

In connection with obtaining its gaming license, DJW was required to pay a license fee of $5.0 million payable in five equal annual installments of $1.0 million. DJW paid the final installment in May 2009.

Proposals to amend or supplement Iowa’s gaming statutes are frequently introduced in the Iowa state legislature. In addition, the state legislature sometimes considers proposals to amend or repeal Iowa law and regulations, which could effectively prohibit gaming in gambling structures and excursion gambling boats in the State of Iowa, limit the expansion of existing operations or otherwise affect our operations. Although we do not believe that a prohibition of gaming in Iowa is likely, we can give no assurance that changes in Iowa gaming laws will not occur or that the changes will not have a material adverse effect on our business. Similarly, there could be changes in laws governing prohibition of smoking at our facilities or other laws that would impact our business.

If the Commission decides that a gaming law or regulation has been violated, the Commission has the power to assess fines, revoke, or suspend licenses or to take any other action as may be reasonable or appropriate to enforce the gaming rules and regulations. In addition, annual license renewal is subject to, among other things, continued satisfaction of suitability requirements.

We are required to notify the Commission as to the identity of, and may be required to submit background information regarding, each director, corporate officer and owner, partner, joint venture, trustee or any other person who has a beneficial interest, direct or indirect, in DJL or DJW. The Commission may also request that we provide them with a list of persons holding beneficial ownership interests in DJL or DJW. For purposes of these rules, “beneficial interest” includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Commission may limit, make conditional, suspend or revoke the license of a licensee in which a director, corporate officer or holder of a beneficial interest is found to be ineligible as a result of want of character, moral fitness, financial responsibility, or professional qualifications or due to failure to meet other criteria employed by the Commission.

If the Commission were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or DJL or DJW, all relationships with such person would have to be severed. If any gaming authority, including the Commission, requires any person, including a holder of record or beneficial owner of securities or holder of a “beneficial interest", to be licensed, qualified or found suitable, the person must apply for a license, qualification or finding of suitability within the time period specified by the Commission. The person would be required to pay all costs of obtaining the license, qualification or finding of suitability. If a holder of record of or holder of a “beneficial interest” in any of Peninsula Gaming, LLC’s 8.375% senior notes due 2018 (the “PGL Notes”), Peninsula Gaming, LLC, DJL or DJW is required to be licensed, qualified or found suitable and is not licensed, qualified or found suitable by the Commission within the applicable time period, the PGL Notes, membership interests, or “beneficial interests” as the case may be, must be redeemed or transferred to a person or entity that is licensed, qualified or found suitable or the gaming license could be adversely affected, including revocation.

Kansas Gaming Regulation

The state gaming regulations in Kansas provide for four designated gaming zones, with a single state sanctioned casino to be located in each such zone. Kansas regulations authorize gaming operations through the execution of management contracts between the State of Kansas and commercial gaming managers. The Lottery Gaming Management Facility Contract (“Management Contract”) confers the exclusive right to operate the lottery gaming business in a designated gaming zone for a period of 15 years from commencement of operations. It provides the Lottery Gaming Facility Manager (the “Gaming Manager”) the right to own and develop all of the assets of the casino and related amenities (except for lottery facility games, including slot machines and table games) and manage the Lottery Gaming Facility on behalf of the State of Kansas. Subject to the approval of the Executive Director of the Kansas Lottery, the Gaming Manager purchases the lottery facility games on behalf of the State of Kansas and title to the lottery facility games is placed in the name of the State of Kansas for the duration of the contract. If this Management Contract were to eventually expire, title to these games would be transferred to the Gaming Manager if legally permitted, or the games would be sold and the State of Kansas would convey the residual value of such games to the Gaming Manager. The Management Contract also provides the Gaming Manager and the Kansas Lottery with discretion to negotiate the renewal of the Management Contract at the expiration of its term and further provides that if the contract is not renewed, the parties shall enter into good faith negotiations for a new Management Contract on substantially the same terms as contained in the Management Contract. Kansas law additionally allows for the development of racetrack gaming facilities in three of the gaming zones, the Northeast Zone, the Southcentral Zone and the Southeast Zone. These facilities would be allowed to place up to 2,200 slot machines between the three tracks, provided the public in each Gaming Zone approved the expansion of gaming into racetrack facilities. On August 7, 2007, voters in Sedgwick County, Kansas in the Southcentral Gaming Zone rejected the expansion of gaming to the Wichita Greyhound Park in Park City, Kansas. Given the relatively high tax rate and race requirements for racetrack gaming facilities in Kansas, no proposals to establish slots at either of the other gaming zones has been received and the other two racetracks (the Woodlands in Kansas City, Kansas and Camptown in Frontenac, Kansas) have been closed for many years.

On January 14, 2011, the State of Kansas gave its final approval to develop, construct and operate a casino in the South Central Gaming Zone. On December 17, 2011, the Kansas Racing and Gaming Commission (“KRGC”) gave its Final Certification to open the Kansas Star Casino and it was opened to the public on December 20, 2011. On October 15, 2012, the Kansas Lottery consented to and approved the assignment/transfer of the ownership and control of the Management Contract and the Kansas Star Casino to Boyd Gaming Corporation. On November 16, 2012, the KRGC issued its certification and approved Boyd Gaming Corporation as the Gaming Manager for the South Central Zone. Pursuant to the terms of the Management Contract, the State retains 27-31% of gross gaming revenue, based on a tiered revenue structure, and we will receive the balance of gross gaming revenue and retain all non-gaming revenue.

As a Gaming Manager, we are subject to regulation by both the Kansas Lottery Commission and the KRGC. These regulations require us to comply with strict operating, accounting and audit procedures. Additionally, pursuant to the Management Contract, the Executive Director of the Kansas Lottery has approval rights over certain operational areas such as advertising, promotions and marketing materials as well as the purchase, lease, sale or transfer of lottery facility games. Pursuant to the Expanded Lottery Gaming Act, the Gaming Manager, together with all officers, directors, key employees and persons owning directly or indirectly 0.5% or greater interest in a Gaming Manager are required to be certified by the KRGC. Such certification requires the Gaming Manager, entities and individuals to submit to a background investigation, and includes compliance with such security, fitness and background investigations and standards as the Executive Director of the KRGC deems necessary to determine whether such person’s reputation, habits or associations pose a threat to the public interest of the state or to the reputation of or effective regulation and control of the Lottery Gaming Facility or Racetrack Gaming Facility.

On May 14, 2015, the Kansas Senate passed Senate Substitute for House Bill 2074 by a 24 to 12 vote. The bill attempts to encourage development of racetrack gaming facilities in Kansas with the following proposed changes to Kansas law: 1) removal of a minimum $2,500 per slot machine bid process whereby prospective racetrack gaming facility managers bid against existing Lottery Gaming Facility Mangers for the right to place slot machines at one of three gaming zones; 2) eliminated the requirement that at least 100

live greyhound races be conducted per calendar week during race season; 3) reduced the live racing days requirement from 150 per calendar year to 60; 4) eliminated the $3,750 per week cap on the 7% of gross gaming revenue credited to the live horse racing purse supplement fund; 5) eliminated the Northeast Gaming Zone’s racetrack gaming facilities requirement to pay 3% of gross gaming revenues to local governments; 6) changed the requirement for the Southcentral and Southeast Gaming Zones for racetrack facility managers to pay 3% of net (rather than gross) gaming machine revenue to local governments; and 7) changed the above referenced 0.5% certification requirement for racetrack and lottery gaming facilities to 5% . The bill was ruled “materially altered” and on May 18, 2015 was referred to the Kansas House Committee on Calendar and Printing, where it currently resides. Multiple groups interested in the return of horse and dog racing in the State of Kansas have expressed their stated goal to pass HB 2074, or a substantially similar bill to increase the likelihood of racetrack gaming facilities in the State of Kansas during the 2016 Legislative session. Before any such facility could operate in the Southcentral Zone, legislation would have to be passed to allow for a second vote in Sedgwick County, Kansas. HB 2074 does not currently provide for such a re-vote.

EX-99.2

Exhibit 99.2

Marina District Development Company, LLC and Subsidiary

(A Wholly-Owned Subsidiary of Marina District Development Holding Co., LLC)

FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT

as of December 31, 2015 and 2014 and for the Three Years Ended December 31, 2015

MARINA DISTRICT DEVELOPMENT COMPANY, LLC AND SUBSIDIARY

(A WHOLLY-OWNED SUBSIDIARY OF MARINA DISTRICT DEVELOPMENT HOLDING CO., LLC)

INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report	1
Consolidated Balance Sheets at December 31, 2015 and 2014	2
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013	3
Consolidated Statements of Changes in Member Equity for the years ended December 31, 2015, 2014 and 2013	4
Consolidated Statements of Cash Flow for the years ended December 31, 2015, 2014 and 2013	5
Notes to Consolidated Financial Statements	6

Unless otherwise indicated, all historical financial information in these financial statements is information regarding Marina District Development Company, LLC, a New Jersey limited liability company (“MDDC”), the parent of Marina District Finance Company, Inc., a New Jersey corporation (“MDFC”). Unless otherwise indicated or required by the context, the terms “we,” “our,” “us” and the “Company” refer to MDDC and MDFC.

INDEPENDENT AUDITORS’ REPORT

To the Board of Managers and Member of

Marina District Development Company, LLC and Subsidiary:

We have audited the accompanying consolidated financial statements of Marina District Development Company, LLC, a New Jersey limited liability company and its subsidiary (the "Company"), which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in member equity, and cash flows for each of the three years in the period ended December 31, 2015, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Marina District Development Company, LLC and its subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Parsippany, NJ

February 25, 2016

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

CONSOLIDATED BALANCE SHEETS

______________________________________________________________________________________________________

	December 31,
(In thousands)	2015		2014
ASSETS
Current assets
Cash and cash equivalents	$	44,134	$	36,054
Restricted cash	6,510		5,676
Accounts receivable, net	34,961		32,839
Inventories	4,618		4,455
Prepaid expenses and other current assets	7,712		17,895
Deferred income taxes	—		3,378
Total current assets	97,935		100,297
Property and equipment, net	1,149,337		1,173,222
Other assets, net	13,172		14,682
Total assets	$	1,260,444	$	1,288,201
LIABILITIES AND MEMBER EQUITY
Current liabilities
Current maturities of long-term debt	$	8,000	$	3,800
Accounts payable	3,540		5,674
Other current tax liabilities	53		3,573
Income taxes payable, net	3,638		4,143
Accrued liabilities	102,221		104,960
Total current liabilities	117,452		122,150
Long-term debt, net	675,213		733,084
Deferred income taxes	6,813		6,315
Other long-term tax liabilities	—		9,768
Other liabilities	5,281		5,007
Commitments and contingencies (Note 6)
Member equity	455,685		411,877
Total liabilities and member equity	$	1,260,444	$	1,288,201

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

2

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2015			2014			2013
Revenues
Gaming	$	728,117		$	672,570		$	615,734
Food and beverage	144,992			138,396			140,292
Room	122,282			118,308			115,113
Other	41,368			41,174			42,377
Gross revenues	1,036,759			970,448			913,516
Less promotional allowances	232,593			232,237			217,816
Net revenues	804,166			738,211			695,700
Operating costs and expenses
Gaming	276,474			268,187			249,357
Food and beverage	73,424			71,259			71,048
Room	14,379			14,076			12,934
Other	36,825			33,953			34,642
Selling, general and administrative	138,769			132,898			148,780
Maintenance and utilities	60,105			61,740			59,514
Depreciation and amortization	58,047			58,969			60,908
Impairments of assets	—			—			5,032
Other operating items, net	(699		)	(1,746		)	3,318
Preopening expenses	—			269			4,056
Total operating costs and expenses	657,324			639,605			649,589
Operating income	146,842			98,606			46,111
Other expense
Interest expense, net	59,681			70,758			81,335
Loss on early extinguishments of debt	18,895			740			25,856
Total other expense	78,576			71,498			107,191
Income (loss) before state income taxes	68,266			27,108			(61,080		)
State income tax benefit (provision)	3,731			(3,399		)	4,503
Net income (loss)	$	71,997		$	23,709		$	(56,577	)

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

3

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER EQUITY

______________________________________________________________________________________________________

(In thousands)	Capital Contributions		Retained Earnings/ (Accumulated Deficit)			Total Member Equity
Balances, January 1, 2013	$	446,700	$	(1,955	)	$	444,745
Net loss	—		(56,577		)	(56,577		)
Balances, December 31, 2013	446,700		(58,532		)	388,168
Net income	—		23,709			23,709
Balances, December 31, 2014	446,700		(34,823		)	411,877
Distributions	—		(28,189		)	(28,189		)
Net income	—		71,997			71,997
Balances, December 31, 2015	$	446,700	$	8,985		$	455,685

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

4

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

______________________________________________________________________________________________________

	Year Ended December 31,
(In thousands)	2015			2014			2013
Cash Flows from Operating Activities
Net income (loss)	$	71,997		$	23,709		$	(56,577	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	58,047			58,969			60,908
Gain from insurance recoveries	—			(2,197		)	—
Amortization of debt financing costs	2,301			2,614			1,472
Amortization of discounts on long-term debt	2,027			2,308			3,782
Deferred income taxes	3,876			(1,624		)	(5,523		)
Provision for doubtful accounts	3,317			4,028			2,824
Noncash asset write-downs	—			—			5,212
Loss on early extinguishments of debt	18,895			740			25,857
Other operating activities	457			366			4
Changes in operating assets and liabilities:
Restricted cash	(834		)	(5,676		)	—
Accounts receivable, net	(5,439		)	(3,539		)	749
Inventories	(163		)	(271		)	(320		)
Prepaid expenses and other current assets	10,183			(10,652		)	(871		)
Other assets, net	902			(4,740		)	16,560
Accounts payable and accrued liabilities	(5,314		)	6,561			3,694
Other current liabilities, net	(3,573		)	3,573			—
Income taxes receivable/payable	(452		)	5,180			(1,693		)
Other long-term tax liabilities	(9,768		)	544			(2,228		)
Other liabilities	274			(6,092		)	2,133
Net cash provided by operating activities	146,733			73,801			55,983
Cash Flows from Investing Activities
Capital expenditures	(33,569		)	(18,716		)	(22,357		)
Insurance proceeds for replacement assets	—			2,197			—
Net cash used in investing activities	(33,569		)	(16,519		)	(22,357		)
Cash Flows from Financing Activities
Borrowings under bank credit facility	624,600			526,100			444,500
Payments under bank credit facility	(600,600		)	(552,300		)	(424,600		)
Proceeds from issuance of 2018 Term Loan	—			—			376,200
Payments on 2018 Term Loan	(106,800		)	(32,300		)	—
Proceeds from issuance of 2023 Term Loan	411,600			—			—
Payments on 2023 Term Loan	(1,050		)	—			—
Payments to repurchase senior secured notes 2015	—			—			(398,000		)
Payments to repurchase senior secured notes 2018	(393,500		)	—			—
Call premium paid	(9,716		)	—			(18,209		)
Debt financing costs	(1,429		)	(255		)	(10,115		)
Distributions to Members	(28,189		)	—			—
Net cash used in financing activities	(105,084		)	(58,755		)	(30,224		)
Increase (decrease) in cash and cash equivalents	8,080			(1,473		)	3,402
Cash and cash equivalents, beginning of period	36,054			37,527			34,125
Cash and cash equivalents, end of period	$	44,134		$	36,054		$	37,527
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	69,581		$	66,466		$	82,914
Cash paid (received) for income taxes, net	6,185			(1,029		)	1,695
Supplemental Disclosure of Non-Cash Investing Activities
Payables for capital expenditures	$	495		$	54		$	—

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

5

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Marina District Development Company LLC, a New Jersey limited liability company ("MDDC"), is the parent of Marina District Finance Company, Inc., a New Jersey corporation ("MDFC"). MDFC is a 100% owned finance subsidiary of MDDC, which has fully and unconditionally guaranteed MDFC's securities. Unless otherwise indicated or required by the context, the terms "we," "our," "us" and the "Company" refer to MDDC and MDFC.

MDDC was incorporated in July 1998 and has been operating since July 3, 2003. MDFC was incorporated in 2000 and has been a wholly-owned subsidiary of MDDC since its inception. We developed, own and operate Borgata Hotel Casino and Spa, including The Water Club at Borgata (collectively, "Borgata"). Borgata is located on a 45.6-acre site at Renaissance Pointe in Atlantic City, New Jersey. Borgata is an upscale destination resort and gaming entertainment property.

Borgata was developed as a joint venture between Boyd Atlantic City, Inc. ("BAC"), a wholly owned subsidiary of Boyd Gaming Corporation ("Boyd"), and MAC, Corp. ("MAC"), a second tier, wholly owned subsidiary of MGM Resorts International ("MGM"). The joint venture operates pursuant to an operating agreement between BAC and MAC (the "Operating Agreement"), in which BAC and MAC each hold a 50% interest in Marina District Development Holding Co., LLC, MDDC's parent holding company ("MDDHC").

As managing member of MDDHC pursuant to the terms of the Operating Agreement, BAC, through MDDHC, has responsibility for the oversight and management of our day-to-day operations. We do not presently record a management fee to BAC, as our management team performs these services directly or negotiates contracts to provide for these services. As a result, the costs of these services are directly borne by us and are reflected in our consolidated financial statements. Boyd, the parent of BAC, is a diversified operator of 21 wholly owned gaming entertainment properties. Headquartered in Las Vegas, Nevada, Boyd has other gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of MDDC and MDFC.

All intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at their date of purchase, and are on deposit with high credit quality financial institutions. The carrying values of these instruments approximate their fair values due to their short maturities.

Restricted Cash

Restricted cash consists primarily of advance payments related to amounts restricted by regulation for online gaming purposes. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities.

Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest-bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their estimated realizable amount. The allowance is estimated based on specific review of customer accounts and management's historical collection experience as well as current economic and business conditions. As a result, the net carrying value approximates fair value.

6

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The activity comprising our allowance for doubtful accounts is as follows:

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance, January 1	$	21,492		$	20,996		$	22,356
Additions	3,317			4,028			2,824
Deductions	(5,268		)	(3,532		)	(4,184		)
Ending balance, December 31	$	19,541		$	21,492		$	20,996

Management does not believe that any significant concentration of credit risk existed at December 31, 2015.

Inventories

Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the average cost 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	10 to 40 years
Furniture and equipment	3 to 7 years

Gains or losses on disposals of assets are recognized as incurred using the specific identification method. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

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. For an asset that is to be disposed of, 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. If an asset is under development, future cash flows include remaining construction costs. All resulting recognized impairment charges are recorded as operating expenses.

No property and equipment impairment charge was recorded during the years ended December 31, 2015, 2014 and 2013.

Capitalized Interest

Interest costs, primarily associated with our expansion projects, are capitalized as part of the cost of our constructed assets. Interest costs, which include commitment fees, letter of credit fees and the amortized portion of deferred financing fees, discounts and origination fees, are capitalized on amounts expended for the respective projects using our weighted-average cost of borrowing. Capitalization of interest will cease when the respective project, or discernible portions of the projects, are substantially complete. We amortize capitalized interest over the estimated useful life of the related asset. No interest was capitalized during the years ended December 31, 2015, 2014 and 2013.

CRDA Investments

Pursuant to the New Jersey Casino Control Act ("Casino Control Act"), as a casino licensee, we are assessed an amount equal to 1.25% of our land-based gross gaming revenues in order to fund qualified investments. This assessment is made in lieu of an Investment Alternative Tax ("IAT") equal to 2.5% of land-based gross gaming revenues. The Casino Control Act also provides for an assessment of licensees equal to 2.5% of online gross gaming revenues, which is made in lieu of an IAT equal to 5.0% of online

7

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

gross gaming revenues. Once our funds are deposited with the New Jersey Casino Reinvestment Development Authority ("CRDA"), qualified investments may be satisfied by: (i) the purchase of bonds issued by the CRDA at below market rates of interest; (ii) direct investment in CRDA-approved projects; or (iii) a donation of funds to projects as determined by the CRDA. According to the Casino Control Act, funds on deposit with the CRDA are invested by the CRDA and the resulting income is shared two-thirds to the casino licensee and one-third to the CRDA. Further, the Casino Control Act requires that CRDA bonds be issued at statutory rates established at two-thirds of market value.

We are required to make quarterly deposits with the CRDA to satisfy our investment obligations. At the date the obligation arises, we record charges to expense (i) pursuant to the respective underlying agreements for obligations with identified qualified investments and (ii) by applying a one-third valuation reserve to our obligations that are available to fund qualified investments to reflect the anticipated below market return on investment. The one-third valuation reserve is adjusted accordingly, if necessary, based on management's assessment of the ultimate recoverability of the deposit or when a qualified investment is identified.

Loyalty Programs

We have established promotional programs to encourage repeat business from frequent and active customers. Members earn points based on gaming activity, and such points can be redeemed for a specified period of time, principally for restricted free play slot machine credits and complimentary goods and services. We accrue for earned points expected to be redeemed as a promotional allowance. The accruals are based on estimates and assumptions regarding the mix of restricted free play and complimentary goods and services expected to be redeemed and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The points accruals for our loyalty programs are included in accrued liabilities on our consolidated balance sheets.

Long-Term Debt, Net

Long-term debt, net is reported at amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discounts 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 (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03.) The debt issuance costs and discounts 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/or discounts and record a loss on extinguishment of debt.

Self-Insurance Reserves

We are self-insured for general liability costs up to certain amounts and are self-insured up to certain stop loss amounts for employee health coverage. We are currently self-insured with respect to each catastrophe related property damage claim, non-catastrophe related property damage claim, general liability claim, and non-union employee medical case, respectively. 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 accrued liabilities on our consolidated balance sheets.

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance, January 1	$	13,585		$	11,566		$	9,083
Charged to costs and expenses	18,500			20,045			19,780
Payments made	(18,547		)	(18,026		)	(17,297		)
Ending balance, December 31	$	13,538		$	13,585		$	11,566

Revenue Recognition

Gaming revenue represents the net win from gaming activities, which is the aggregate difference between gaming wins and losses. The majority of our gaming revenue is counted in the form of cash and chips and therefore is not subject to any significant or

8

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

complex estimation procedures. Cash discounts and other incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues as promotional allowances.

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

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

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests on a complimentary basis is included in gross revenues and then deducted as promotional allowances. Promotional allowances also include incentives such as cash, goods and services (such as complimentary rooms and food and beverages) earned pursuant to our loyalty programs. We reward customers, through the use of loyalty programs, with points based on amounts wagered that can be redeemed for a specified period of time, principally for restricted free play slot machine credits and complimentary goods and services. We record the estimated retail value of these goods and services as revenue and then record a corresponding deduction as promotional allowances.

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	73,953	$	71,551	$	71,632
Food and beverage	54,550		51,552		51,542
Other	104,090		109,134		94,642
Total promotional allowances	$	232,593	$	232,237	$	217,816

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	22,107	$	21,729	$	21,440
Food and beverage	43,085		40,894		39,774
Other	11,893		11,579		10,972
Total cost of promotional allowances	$	77,085	$	74,202	$	72,186

Gaming Taxes

We are subject to an annual tax assessment based on gross gaming revenues of 8% on our land-based gross gaming revenues and 15% on our online gross gaming revenues. These gaming taxes are recorded as a gaming expense in the consolidated statements of operations. These taxes were $56.4 million, $51.9 million and $45.4 million during the years ended December 31, 2015, 2014 and 2013, respectively.

Income Taxes

As a single member limited liability company, MDDC is treated as a disregarded entity for federal income tax purposes. As such, it is not subject to federal income tax and its income is treated as earned by its member, MDDHC. MDDHC is treated as a partnership for federal income tax purposes and federal income taxes are the responsibility of its members. In New Jersey, casino partnerships are subject to state income taxes under the Casino Control Act; therefore, MDDC, considered a casino partnership, is required to record New Jersey state income taxes. In 2004, MDDC was granted permission by the state of New Jersey, pursuant to a ruling request, to file a consolidated New Jersey corporation business tax return with the members of its parent, MDDHC. The amounts reflected in the consolidated financial statements are reported as if MDDC was taxed for state purposes on a stand-alone basis; however, MDDC files a consolidated state tax return with the members of MDDHC. Under the terms of the tax sharing agreement between MDDC and the members of its parent, current year tax attributes of the members are utilized prior to MDDC’s separately determined net operating loss carryforward.  The utilization of the current year member tax attributes in 2015 resulted in an income tax payable of $3.6 million that will be remitted to the members of MDDHC under the tax sharing agreement.

The amounts due to these members are a result of each member's respective tax attributes included in the consolidated state tax return. A reconciliation of the components of our stand-alone state income taxes payable (receivable) is presented below:

9

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

	December 31,
(In thousands)	2015			2014
Amounts payable to members of MDDHC	$	3,641		$	4,148
Amounts receivable - State	(3		)	(5		)
Income taxes payable (receivable), net	$	3,638		$	4,143

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 $18.6 million, $22.9 million and $14.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Preopening Expenses

Certain costs of start-up activities were expensed as incurred. During the years ended December 31, 2014 and 2013, we expensed $0.3 million and $4.1 million, respectively. The preopening expenses incurred during 2014 were related primarily to our internet gaming initiative. There were no preopening expenses incurred in 2015.

Other Operating Items, net

Other operating items, net, generally includes unusual, nonrecurring charges and credits. The net credit of $0.7 million for the year ended December 31, 2015, includes a $1.1 million property tax settlement reimbursement, offset by $0.4 million in asset retirements. The net credit of $1.7 million for the year ended December 31, 2014, includes recoveries resulting from the receipt of insurance proceeds related to the fire that occurred during the construction of The Water Club in 2007 of $2.2 million. Other operating items, net, for the year ended December 31, 2013, totaled $3.3 million, including $2.1 million for self-insurance reserve adjustments related to prior periods.

Concentrations of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash equivalents, accounts receivable and CRDA deposits. The Company's 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 funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits which may at times exceed federally-insured limits.

Concentrations of credit risk, with respect to gaming receivables, are limited through the Company's credit evaluation process. The Company issues markers to approved gaming customers only following credit checks and investigations of creditworthiness.

Certain Risks and Uncertainties

The Company's operations are dependent on its continued licensing by the state gaming commission. The loss of our license could have a material adverse effect on future results of operations. The Company is dependent on geographically local markets for a significant number of its customers and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company's results of operations could be adversely affected. The Company is dependent on the economy of the United States, in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations.

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.

Reclassifications

Certain prior period amounts presented in our consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to debt issuance costs being recorded as a direct deduction from the carrying amount of the related debt liability (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). This reclassification reduced our total assets and total liabilities as previously reported in our consolidated balance sheet as of December 31, 2014, by $8.4 million.

10

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Recently Issued Accounting Pronouncements

Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes ("Update 2015-17")

In November 2015, the Financial Accounting Standards Board ("FASB") issued Update 2015-17 which requires that deferred tax liabilities and assets be presented in the balance sheet as noncurrent. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted this change in accounting principle during the fourth quarter 2015 prospectively to all deferred tax liabilities and assets. The deferred tax liabilities and assets in prior periods were not retrospectively adjusted. The Company determined that the impact of the new standard on its consolidated financial statements was not material.

Accounting Standards Update 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("Update 2015-16")

In September 2015, the FASB issued Update 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Update 2015-16 further requires an entity to present separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The impact of the new standard will depend on any future events whereby we have any business combinations and any adjustments to the provisional amounts identified during the measurement period are recorded.

Accounting Standards Update 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("Update 2015-15")

In August 2015, the FASB issued Update 2015-15, which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements can either be recorded as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, or can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has elected to record debt issuance costs related to line-of-credit arrangements as a direct deduction from the carrying amount of the related debt liability, consistent with the treatment of all other debt issuance costs with the adoption of Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“Update 2015-03”) in the fourth quarter 2015 . See further discussion under Update 2015-03 of the impact of the adoption of Update 2015-15 and Update 2015-03 below.

Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14")

In August 2015, the FASB issued Update 2015-14, which defers the implementation of Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09") for one year from the initial effective date. The initial effective date of Update 2014-09 was for annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. Update 2015-14 extends the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the adoption of Update 2015-14 and 2014-09 to the consolidated financial statements.

Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory ("Update 2015-11")

In July 2015, the FASB issued Update 2015-11, which provides guidance on inventory measurement. Inventory, excluding inventory that is measured using last-in, first-out or the retail inventory method, should be measured at the lower of cost and net realizable value. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-08, Business Combinations ("Update 2015-08")

In May 2015, the FASB issued Update 2015-08, which provides updates to guidance related to pushdown accounting and is effective immediately. The impact of the new standard will depend on any future events whereby we obtain control of an entity and elect to apply pushdown accounting.

11

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Accounting Standards Update 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement ("Update 2015-05")

In April 2015, the FASB issued Update 2015-05, which provides guidance on a customer's accounting for cloud computing costs. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs ("Update 2015-03")

In April 2015, the FASB issued Update 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The Company adopted Update 2015-03, including the election under Update 2015-15, in the fourth quarter 2015 and as a result has reclassified debt financing costs, net, of $8.4 million as of December 31, 2014 from an asset to a reduction of long-term debt, net of current maturities and debt issuance costs on the consolidated balance sheet. See additional disclosure of such amounts in Note 4, Long-Term Debt.

Accounting Standards Update 2015-02, Amendments to the Consolidation Analysis ("Update 2015-02")

In February 2015, the FASB issued Update 2015-02, which amends the consolidation requirements in Accounting Standards Codification 810 and changes the consolidation analysis required under GAAP. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("Update 2015-01")

In January 2015, the FASB issued Update 2015-01, which eliminated from GAAP the concept of an extraordinary item. An extraordinary item is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under Update 2015-01, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("Update 2014-15")

In August 2014, the FASB issued Update 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09")

In May 2014, the FASB issued Update 2014-09, which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The pronouncement is effective, as amended in Updated 2015-14, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is evaluating the impact of the adoption of Update 2014-09 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.

12

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

NOTE 2.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

	December 31,
(In thousands)	2015		2014
Land	$	87,301	$	87,301
Buildings and improvements	1,431,472		1,420,467
Furniture and equipment	315,584		321,459
Construction in progress	16,700		9,569
Total property and equipment	1,851,057		1,838,796
Less accumulated depreciation	701,720		665,574
Property and equipment, net	$	1,149,337	$	1,173,222

Construction in progress presented in the table above 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 was $57.4 million, $58.5 million and $60.0 million during the years ended December 31, 2015, 2014 and 2013, respectively.

NOTE 3.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2015		2014
Payroll and related	$	24,134	$	22,546
Interest	975		15,205
Gaming liabilities	29,680		25,463
Player loyalty program liabilities	5,184		4,963
General liability claims	11,375		11,212
Other accruals	30,873		25,571
Total accrued liabilities	$	102,221	$	104,960

NOTE 4.    LONG-TERM DEBT

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

			December 31, 2015
(In thousands)	Interest Rates at Dec. 31, 2015		Outstanding Principal		Unamortized Discount			Unamortized Origination Fees and Costs			Long-Term Debt, Net
Bank Credit Facility	3.63	%	$	37,700	$	—		$	(1,358	)	$	36,342
2018 Term Loan	6.50	%	240,900		(1,355		)	(2,644		)	236,901
2023 Term Loan	6.50	%	418,950		(7,982		)	(998		)	409,970
			697,550		(9,337		)	(5,000		)	683,213
Less current maturities			8,000		—			—			8,000
Long-term debt, net			$	689,550	$	(9,337	)	$	(5,000	)	$	675,213

13

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

			December 31, 2014
(In thousands)	Interest Rates at Dec. 31, 2014		Outstanding Principal		Unamortized Discount			Unamortized Origination Fees and Costs			Long-Term Debt, Net
Bank Credit Facility	4.10	%	$	13,700	$	—		$	(1,815	)	$	11,885
2018 Term Loan	6.75	%	347,700		(2,701		)	(5,271		)	339,728
9.875% Senior Secured Notes due 2018	9.88	%	393,500		(1,488		)	(6,741		)	385,271
			754,900		(4,189		)	(13,827		)	736,884
Less current maturities			3,800		—			—			3,800
Long-term debt, net			$	751,100	$	(4,189	)	$	(13,827	)	$	733,084

Bank Credit Facility

Significant Terms

On July 24, 2013, MDFC entered into an Amended and Restated Credit Agreement (the "Bank Credit Facility") with MDDC, certain financial institutions, and Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer and swing line lender. The Bank Credit Facility provides for a $70 million senior secured revolving credit facility including a $15.0 million swing loan sublimit (the "Revolving Credit Facility") which matures in February 2018 (or earlier upon the occurrence or non-occurrence of certain events). No such events have occurred as of December 31, 2015.

The Bank Credit Facility includes an accordion feature which permits an increase in the Revolving Credit Facility in an amount not to exceed $15 million. We exercised this feature in fourth quarter 2014 to increase our Revolving Credit Facility by $10 million.

Amounts Outstanding

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

	December 31,
(In thousands)	2015		2014
Revolving Credit Facility	$	22,800	$	5,000
Swing Loan	14,900		8,700
Total outstanding principal amounts under the Revolving Credit Facility	$	37,700	$	13,700

At December 31, 2015, after consideration of $6.0 million allocated to support letters of credit, remaining contractual availability under the Revolving Credit Facility was $26.3 million.

Interest and Fees

Outstanding borrowings under the Revolving Credit Facility, including those borrowings under the swing loan, accrue interest at the option of MDFC, at a rate based upon either: (i) the highest of (a) the agent bank's quoted prime rate, (b) the one-month Eurodollar rate plus 1.00%, and (c) the daily federal funds rate plus 0.50%, or (ii) the Eurodollar rate, plus with respect to each of clause (i) and (ii), an applicable margin as specified in the Revolving Credit Facility. In addition, a commitment fee is incurred on the unused portion of the Revolving Credit Facility ranging from 0.50% per annum to 0.75% per annum.

Guarantees and Collateral

The Revolving Credit Facility is guaranteed on a senior secured basis by MDDC and any future subsidiaries of MDDC and is secured by a first priority lien on substantially all of the assets of MDFC, MDDC and any future subsidiaries of MDDC, subject to certain exceptions. The obligations under the Revolving Credit Facility will have priority in payment to the payment of all other debt currently outstanding at MDFC. Neither BAC, its parent, its affiliates, nor MAC are guarantors of the Bank Credit Facility.

Financial and Other Covenants

The Revolving Credit Facility contains customary affirmative and negative covenants, including but not limited to, (i) establishing a minimum Consolidated EBITDA (as defined in the Revolving Credit Facility) of $110 million over each trailing twelve-month period ending on the last day of each calendar quarter; (ii) imposing limitations on MDFC's and MDDC's ability to incur additional debt, create liens, enter into transactions with affiliates, merge or consolidate, and engage in unrelated business activities; and (iii)

14

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

imposing restrictions on MDDC's ability to make restricted payments, other than those allowed by the Bank Credit Facility ("Restricted Payments"). Restricted Payments primarily include (i) the Tax Amount (as defined in the Bank Credit Facility), so long as we remain a pass-through entity for United States federal income tax purposes, and (ii) cash dividends to the extent no event of default would be caused, financial covenants would not be exceeded or be outside of applicable ratios.

Debt Financing Costs

In conjunction with the Bank Credit Facility and the amendment thereto, during the years ended December 31, 2015, 2014 and 2013, we incurred incremental debt financing costs of $1.4 million, $0.3 million and $10.1 million, respectively, which have been deferred and are being accreted to interest expense over the term of the Bank Credit Facility using the effective interest method.

2018 Term Loan

On December 16, 2013, MDFC entered into a Lender Joint Agreement (the "2018 Term Loan"), among MDDC, Wells Fargo Bank, National Association, as administrative agent, and Deutsche Bank AG New York Branch, as incremental term lender. The 2018 Term Loan increased the term commitments under the Revolving Credit Facility by an aggregate amount of $380.0 million. The 2018 Term Loan was fully funded on December 16, 2013, and proceeds were used to repay MDFC’s outstanding 9.5% Senior Secured Notes Due 2015 ("2015 Notes").

The interest rate per annum applicable to the 2018 Term Loan is either (a) the Effective Eurodollar Rate (the greater of the Eurodollar Rate in effect for such interest period and 1.00%) plus the Term Loan Applicable Rate (ranging from 5.50% to 5.75%) if and to the extent the 2018 Term Loan is a Eurodollar Rate Loan under the Revolving Credit Facility, or (b) the Base Rate (highest of prime commercial lending rate, Effective Eurodollar Rate for one month plus 1.00%, or Federal Funds Rate plus 0.50%) plus the Term Loan Applicable Rate (ranging from 4.50% to 4.75%) if and to the extent the 2018 Term Loan is a Base Rate Loan under the Revolving Credit Facility. The 2018 Term Loan was issued with 1.00% of original issue discount.

The 2018 Term Loan has yield protection in the event that the effective yield for any term facility under the Bank Credit Facility (other than an incremental term loan) is higher than the effective yield for the 2018 Term Loan by more than 50 basis points, in which case the interest rates referred to above shall be increased to the extent necessary so that the effective yield for the 2018 Term Loan is equal to the effective yield for such other term facility minus 50 basis points.

The 2018 Term Loan requires fixed quarterly amortization of principal equal to 0.25% of the original principal amount. The remaining outstanding principal amount of the 2018 Term Loan is required to be paid on August 15, 2018. We made prepayments of $106.8 million and $32.3 million of the 2018 Term Loan during the years ended December 31, 2015 and 2014, respectively, and recognized losses on early extinguishments of debt of $2.2 million and $0.7 million, respectively, related to the prepayments.

The original issue discount and origination fees have been recorded as offsets to the principal amount of the 2018 Term Loan and are being accreted to interest expense over the term of the loan using the effective interest method. At December 31, 2015, the effective interest rate on the 2018 Term Loan was 6.73%.

2023 Term Loan

On July 16, 2015, MDFC entered into a Lender Joinder Agreement and Refinancing Amendment (the “Joinder Agreement”) among MDFC, MDDC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto. The Joinder Agreement increased the Term Commitments under the Bank Credit Facility; capitalized terms used and not defined herein or in the Joinder Agreement shall have the meanings given to such terms in the Bank Credit Facility) among MDFC, MDDC, various lenders ("Incremental Term Lenders") and Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer and swing line lender, by an aggregate amount of $650 million (the “2023 Term Loan”).

Drawings of the 2023 Term Loan can be funded in multiple drawings. An initial draw of $420 million was funded on August 17, 2015 and used to redeem the 2018 Notes. The remaining $230 million can be drawn down at any time on or before the one year anniversary of the 2023 Term Loan.

The interest rate per annum applicable to the 2023 Term Loan is (a) the Effective Eurodollar Rate (defined below) plus the Term Loan Applicable Rate (defined below) if and to the extent the 2023 Term Loan is a Eurodollar Rate Loan under the Bank Credit Facility and (b) the Base Rate plus the Term Loan Applicable Rate if and to the extent the 2023 Term Loan is a Base Rate Loan under the Bank Credit Facility. “Effective Eurodollar Rate” means, for any interest period, the greater of (x) the Eurodollar Rate in effect for such interest period and (y) 1.00%. “Term Loan Applicable Rate” means (x) in the case of a Eurodollar Rate Loan, (i) at any time that the Total Leverage Ratio is equal to or greater than 4.50 to 1.0, 6.00%, (ii) at any time that the Total Leverage

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Ratio is equal to or greater than 3.50 to 1.0 but less than 4.50 to 1.0, 5.75%, (iii) at any time that the Total Leverage Ratio is equal to or greater than 3.00 to 1.0 but less than 3.50 to 1.0, 5.50%, (iv) at any time that the Total Leverage Ratio is equal to or greater than 2.50 to 1.0 but less than 3.00 to 1.0, 5.25%, and (v) at any time that the Total Leverage Ratio is less than 2.50 to 1.0, 5.00%, and (y) in the case of Base Rate Loans, (i) at any time that the Total Leverage Ratio is equal to or greater than 4.50 to 1.0, 5.00%, (ii) at any time that the Total Leverage Ratio is equal to or greater than 3.50 to 1.0 but less than 4.50 to 1.0, 4.75%, (iii) at any time that the Total Leverage Ratio is equal to or greater than 3.00 to 1.0 but less than 3.50 to 1.0, 4.50%, (iv) at any time that the Total Leverage Ratio is equal to or greater than 2.50 to 1.0 but less than 3.00 to 1.0, 4.25%, and (v) at any time that the Total Leverage Ratio is less than 2.50 to 1.0, 4.00%.

The 2023 Term Loan has yield protection in the event that the effective yield for any term facility under the Bank Credit Facility (other than an incremental term loan) is higher than the effective yield for the 2023 Term Loan by more than 50 basis points, in which case the interest rates referred to above shall be increased to the extent necessary so that the effective yield for the 2023 Term Loan is equal to the effective yield for such other term facility minus 50 basis points.

The 2023 Term Lender has the benefit of the covenants currently set forth in the Bank Credit Facility. The Joinder Agreement added a covenant that limits the capital expenditures of MDDC, MDFC, and their subsidiaries to $40 million in any fiscal year (and up to $10 million of any such amount not utilized in any fiscal year may be carried over for expenditure in the following fiscal year (but not any fiscal years thereafter)). The Joinder Agreement also added a covenant that limits payment of dividends or distributions with respect to equity interests issued by MDDC (or any of its subsidiaries including MDFC) (including by repurchase, redemption, sinking fund or other retirement) or payment or prepayment of subordinated debt (including by redemption, purchase or defeasance) to the amount of Excess Cash Flow not required to be used to prepay the Term Loans under the Bank Credit Facility and then only if the Total Leverage Ratio is less than levels set forth in the Joinder Agreement.

MDFC is required to make repayments on or before the last business day of each fiscal quarter of MDFC commencing with the fiscal quarter ending December 31, 2015 in an amount equal to 0.25% of the original principal amount of the 2023 Term Loan. MDFC is required to repay the remaining outstanding principal amount of the 2023 Term Loan on July 16, 2023. We made a prepayment of $1.0 million of the 2023 Term Loan during the year ended December 31, 2015 and recognized a loss on early extinguishment of debt of less than $0.1 million related to the prepayment.

In addition to the mandatory repayments, following repayment in full of the 2018 Term Loan, MDFC is required to prepay the 2023 Term Loan (a) based on a certain percentage of Excess Cash Flow and (b) with proceeds received in connection with any cash settlement of any disputed property tax assessment if the Total Leverage Ratio was greater than 3.00 to 1.00 as of the most recently ended fiscal quarter of MDDC prior to the date such proceeds were received.

With some exceptions, in the event of a full or partial prepayment due to refinancing of the 2023 Term Loan prior to the third anniversary of the Incremental Term Facility Effective Date, such prepayment will include a premium in an amount equal to (a) 4.00% of the principal amount so prepaid, in the case of any such prepayment on or prior to the first anniversary of the Incremental Term Facility Effective Date, (b) 2.00% of the principal amount so prepaid, in the case of any such prepayment after the first anniversary of the Incremental Term Facility Effective Date but on or prior to the second anniversary of the Incremental Term Facility Effective Date and (c) 1.00% of the principal amount so prepaid, in the case of any such prepayment after the second anniversary of the Incremental Term Facility Effective Date but on or prior to the third anniversary of the Incremental Term Facility Effective Date.

The original issue discount and origination fees have been recorded as offsets to the principal amount of the 2023 Term Loan and are being accreted to interest expense over the term of the loan using the effective interest method. At December 31, 2015, the effective interest rate on the 2023 Term Loan was 6.77%.

Redemption of 9.875% Senior Secured Notes Due 2018

On August 17, 2015, the Company redeemed all of the remaining, outstanding 9.875% Senior Secured Notes due 2018 (the “2018 Notes”) at a redemption price of 102.469% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. The redemption resulted in a loss on early extinguishment of debt of $16.7 million, comprised of the $9.7 million premium paid at redemption, plus the write-off of approximately $7.0 million of unamortized deferred finance charges.

As a result of this redemption, the 2018 Notes have been fully extinguished.

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Loss on Early Extinguishments of Debt

In addition to the early extinguishments noted above, during the year ended December 31, 2013, we recognized a $25.3 million loss on early extinguishments of debt related to the repurchase and retirement of our 2015 Notes, and a $0.5 million loss due to the early extinguishments of a prior bank credit facility.

Covenant Compliance

As of December 31, 2015, we believe that we were in compliance with the financial and other covenants of our debt instruments.

Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

For the Year Ending December 31,	(In thousands)
2016	$	8,000
2017	8,000
2018	275,200
2019	4,200
2020	4,200
Thereafter	397,950
Total outstanding principal of long-term debt	$	697,550

NOTE 5.    INCOME TAXES

(Provision for) Benefit from State Income Taxes

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

	December 31,
(In thousands)	2015			2014			2013
State
Current	$	(3,531	)	$	(4,152	)	$	(2	)
Deferred	7,262			753			4,505
Benefit from (provision for) state income taxes	$	3,731		$	(3,399	)	$	4,503

The following table provides a reconciliation between the state statutory rate and the effective income tax rate where both are expressed as a percentage of income:

	December 31,
	2015		2014		2013
Tax provision at state statutory rate	9.0	%	9.0	%	9.0	%
Accrued interest on uncertain tax benefits	(8.4	)	3.2		(1.5	)
Uncertain tax benefits	(6.3	)	—		—
Other, net	0.2		0.3		(0.1	)
Effective state tax rate	(5.5	)%	12.5	%	7.4	%

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The components comprising the Company's net deferred state tax liability are as follows:

	December 31,
(In thousands)	2015		2014
Deferred state tax assets
Net operating loss carryforward	$	2,859	$	3,037
Reserve for employee benefits	1,599		1,454
Accrued gaming taxes	1,494		442
Provision for doubtful accounts	1,315		1,490
Accrued expenses	1,145		1,031
Other	247		842
Gross deferred state tax assets	8,659		8,296
Deferred state tax liabilities
Difference between book and tax basis of property	14,448		10,215
Prepaid services and supplies	871		825
Other	153		193
Gross deferred state tax liabilities	15,472		11,233
Net deferred state tax liabilities	$	6,813	$	2,937

At December 31, 2015, we have a state income tax net operating loss of approximately $31.7 million which may be carried forward or used until expiration beginning in 2032.

The items comprising our deferred state income taxes as presented on our consolidated balance sheets are as follows:

	Year Ended December 31,
(In thousands)	2015		2014
Non-current deferred income tax liability	$	6,813	$	6,315
Current deferred income tax asset	—		(3,378		)
Net deferred state tax liability	$	6,813	$	2,937

In connection with our formation in 2000, MAC contributed assets consisting of land and South Jersey Transportation Authority bonds with a tax basis of approximately $9.2 million and $13.8 million, respectively. The recorded book value of those assets was $90 million. Pursuant to the Joint Venture and Tax Sharing Agreements between BAC and MAC, any subsequent gain or loss associated with the sale of the MAC contributed property would be allocated directly to MAC for both state and federal income tax purposes. As such, no state deferred tax liability has been recorded in connection with the book and tax basis differences related to the MAC contributed property.

Accounting for Uncertain Tax Positions

The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Accounting guidance, which is applicable to all income tax positions, provides direction on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Unrecognized tax benefit, January 1	$	6,217		$	6,221		$	6,225
Additions based on tax positions related to current year	—			1			1
Additions based on tax positions related to prior years	—			—			—
Reductions based on tax positions settled with taxing authorities	—			—			—
Reductions based on tax positions related to prior years	(6,217		)	(5		)	(5		)
Unrecognized tax benefit, December 31	$	—		$	6,217		$	6,221

In 2015, as a result of the settlement of our New Jersey state income tax audit for the tax years ended December 31, 2003 through December 31, 2009, we reduced our unrecognized tax benefits by $6.2 million, of which $6.0 million impacted our effective tax rate. We recognize interest related to unrecognized tax benefits in our income tax provision. During the year ended December 31, 2015, we recognized an interest benefit of $3.6 million in our tax provision. We do not have an accrual for interest or penalties as of December 31, 2015, as we reduced our unrecognized tax benefits to zero in the current year. We do not anticipate any changes in unrecognized tax benefits over the next 12 month period.

Status of Examinations

We are subject to state taxation in New Jersey and our state tax returns are subject to examination for tax years ended on or after December 31, 2010. The statute of limitations for all remaining New Jersey income tax returns will expire over the period October 2016 through October 2020. As we are a partnership for federal income tax purposes, we are not subject to federal income tax.

During 2015, we settled our New Jersey state income tax audit for the tax years ended December 31, 2003 through December 31, 2009. Additionally, in 2015, we received Joint committee on Taxation (“Joint Committee”) approval of our 2005-2009 IRS appeals settlement reached in August 2013. During 2013, we settled our federal income tax audit related to tax returns filed for the years ended December 31, 2003 and December 31, 2004; and effectively settled a portion of our federal income tax audit for returns filed in 2005 through 2009. Adjustments related to our federal examination affect the members of MDDHC, as we are not subject to federal income tax. The audit adjustments relate primarily to the appropriate class lives of certain depreciable assets.

NOTE 6.    COMMITMENTS AND CONTINGENCIES

Commitments

Utility Contract

In 2005, we amended our executory contracts with a wholly-owned subsidiary of a local utility company, extending the end of the terms to 20 years from the opening of The Water Club. The utility company provides us with electricity and thermal energy (hot water and chilled water). Obligations under the thermal energy executory contract contain both fixed fees and variable fees based upon usage rates. The fixed fee components under the thermal energy executory contract are currently estimated at approximately $11.7 million per annum. We also committed to purchase a certain portion of our electricity demand at essentially a fixed rate, which is estimated at approximately $1.7 million per annum. Electricity demand in excess of the commitment is subject to market rates based on our tariff class.

Investment Alternative Tax

The New Jersey state law provides, among other things, for an assessment of licensees equal to 1.25% of land-based gross gaming revenues in lieu of an investment alternative tax equal to 2.5% of land-based gross gaming revenues and for an assessment of licensees equal to 2.5% of online gross gaming revenues in lieu of an IAT equal to 5.0% of online gross gaming revenues. Generally, we may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the CRDA. Funds deposited with the CRDA may be used to purchase bonds designated by the CRDA or, under certain circumstances, may be donated to the CRDA in exchange for credits against future CRDA investment obligations. CRDA bonds have terms up to fifty years and bear interest at below market rates.

In order to address the shrinking property tax base caused by reduced valuations and the closures of four Atlantic City casinos in 2014, city and state officials continue to discuss potential legislation involving a Payment In Lieu of Taxes (“Pilot”) program which may include, among other things, the redirection of certain casino IAT collections to municipal debt payments. Currently, the CRDA utilizes these IAT funds for development projects in Atlantic City.

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Our CRDA obligations for the years ended December 31, 2015, 2014 and 2013 were $9.8 million, $9.1 million and $7.8 million, respectively. Due to management’s assessment of deposits committed to existing agreements and the uncertainty of the ultimate recoverability of deposits that are available and uncommitted, valuation provisions of $11.8 million, $2.4 million and $2.2 million were recorded during the years ended December 31, 2015, 2014 and 2013, respectively, in addition to an impairment charge of $5.0 million recognized in the year ended December 31, 2013 as a result of a May 2013 agreement with the CRDA that included a 50% donation and a 50% refund of $45.1 million of then-available deposits. A reserve adjustment of $8.6 million is included in the $11.8 million valuation provision recorded in the year ended December 31, 2015 which is related to the increase of our existing one-third valuation reserve on available and uncommitted deposits to a valuation reserve of 100%. As a result, our deposits with the CRDA, net of valuation reserves, were $6.9 million and $9.2 million as of December 31, 2015 and 2014, respectively, and are included in other assets, net, on our consolidated balance sheets. There were no impairments related to our CRDA investments in the years ended December 31, 2015 and 2014.

Atlantic City Tourism District

As part of the State of New Jersey's plan to revitalize Atlantic City, a new law was enacted in February 2011 requiring that a tourism district (the "Tourism District") be created and managed by the CRDA. The Tourism District has been established to include each of the Atlantic City casino properties along with certain other tourism related areas of Atlantic City. The law requires that a public-private partnership be created between the CRDA and a private entity that represents existing and future casino licensees. The private entity, known as The Atlantic City Alliance (the "ACA"), has been established in the form of a not-for-profit limited liability company, of which MDDC is a member. The public-private partnership between the ACA and CRDA shall be for an initial term of five years and its general purpose shall be to revitalize the Tourism District. The law requires that a $5 million contribution be made to this effort by all casinos prior to 2012 followed by an annual amount of $30 million to be contributed quarterly by the casinos commencing January 1, 2012 for a term of five years. Each casino's share of the quarterly contributions will equate to a percentage representing its gross gaming revenue for each corresponding period compared to the aggregate gross gaming revenues for that period for all casinos. As a result, we will expense our pro rata share of the $155 million as incurred.

During the years ended December 31, 2015, 2014 and 2013, we incurred expenses of $8.6 million, $7.4 million and $6.5 million, respectively, for our pro rata share of the contributions to the ACA.

Leases

As of December 31, 2015, MDDC owns approximately 26 acres of land and all improvements thereon with respect to that portion of the property consisting of the Borgata hotel. In addition, MDDC, as lessee, entered into a series of ground leases for a total of approximately 20 acres of land on which our existing employee parking garage, public space expansion, rooms expansion, and modified surface parking lot reside, as well as, an undeveloped parcel. All of these parcels were originally leased from MAC. Following the 2010 sale of several of the leased parcels by MAC to a third party, now only the surface parking lease is with MAC. The lease terms extend until December 31, 2070 with the exception of the surface parking lot lease which could be terminated by either party effective on the last day of the month that is three months after notice is given. The leases consist of:

• Lease and Option Agreement, dated as of January 16, 2002, as amended by the Modification of Lease and Option Agreement, dated as of August 20, 2004, and the Second Modification of Employee Parking Structure Lease and Option Agreement, dated March 23, 2010, for approximately 2 acres of land underlying the parking garage (the "Parking Structure Ground Lease");

• Expansion Ground Lease, dated as of January 1, 2005, as amended by the Modification of Expansion Ground Lease, dated March 23, 2010, for approximately 4 acres of land underlying the Public Space Expansion (the "Public Space Expansion Ground Lease");

• Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated as of January 1, 2005, as amended by the Modification of Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated February 20, 2010, and the Second Modification of Tower Expansion & Additional Structured Parking Ground Lease Agreement, dated March 23, 2010, for approximately 2 acres of land underlying the Rooms Expansion and 3 acres of land underlying a parking structure each (the "Rooms Expansion Ground Lease");

• Surface Lot Ground Lease, dated as of August 20, 2004, as amended by a letter agreement, dated April 10, 2009, a letter agreement dated September 21, 2009, the Modification of Surface Lot Ground Lease, dated March 23, 2010, and the Amendment to the Surface Lot Ground Lease dated November 7, 2013, for approximately 8 acres of land consisting of the surface parking lot (collectively, the "Surface Parking Lot Ground Lease"); and

20

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

• The Ground Lease Agreement, dated as of March 23, 2010, for approximately 1 acre of then undeveloped land. On January 27, 2016, we announced plans to build an outdoor pool and entertainment complex on the existing festival park area. Construction is expected to be completed in early summer 2016.

MDDC owns all improvements made on the leased lands during the term of each ground lease. Upon expiration of such term, ownership of such improvements reverts back to the landlord. Total rent incurred under the ground leases was $6.3 million for the year ended December 31, 2015, and $6.1 million for each of the years ended December 31, 2014 and 2013. In addition, MDDC is responsible for all property taxes assessed on the leased properties. Total property taxes incurred for ground lease agreements were $8.7 million, $9.2 million and $18.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

If during the term of the Parking Structure Ground Lease, the Rooms Expansion Ground Lease, the Public Space Expansion Ground Lease or the Ground Lease Agreement, the third party landlord ("Landlord") or any person associated with the Landlord is found by the NJCCC to be unsuitable to be associated with a casino enterprise and such person is not removed from such association in a manner acceptable to the NJCCC, then MDDC may, upon written notice to the Landlord, elect to purchase the leased land for the appraised value as determined under the terms of such ground leases, unless the Landlord elects, upon receipt of such notice, to sell the land to a third party, subject to the ground leases. If the Landlord elects to sell the land to a third party but is unable to do so within one year, then the Landlord must sell the land to MDDC for the appraised value.

In addition, MDDC has an option to purchase the land leased under the Parking Structure Ground Lease at any time during the term of that lease so long as it is not in default thereunder, at fair market value as determined in accordance with the terms of the Parking Structure Ground Lease. In the event that the land underlying the Surface Parking Lot Ground Lease is sold to a third party, MDDC has the option to build a parking garage, if necessary, to replace the lost parking spaces on the land underlying the Ground Lease Agreement.

Pursuant to the Operating Agreement, MAC is responsible for its allocable share of expenses related to master plan and government improvements at Renaissance Pointe. The related amounts due from MAC for these types of expenditures incurred by us were $0.1 million, $0.2 million and $0.3 million at December 31, 2015, 2014 and 2013, respectively. Reimbursable expenditures incurred were $0.6 million for the year ended December 31, 2015, and $0.7 million for each of the years ended December 31, 2014 and 2013.

Future Minimum Lease Payments and Rental Income

Future minimum lease payments required under noncancelable operating leases (principally for land, see above and Note 10, Related Party Transactions) as of December 31, 2015 are as follows:

For the Year Ending December 31,	(In thousands)
2016	$	8,097
2017	6,722
2018	6,567
2019	6,275
2020	6,275
Thereafter	313,734
Total	$	347,670

For the years ended December 31, 2015, 2014 and 2013, total rent expense was $17.9 million, $15.9 million and $14.7 million, respectively, which were included in selling, general and administrative accounts in the consolidated statements of operations.

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our property, as of December 31, 2015 is as follows:

For the Year Ending December 31,	(In thousands)
2016	$	2,011
2017	2,044
2018	2,044
2019	2,044
2020	2,044
Thereafter	8,222
Total	$	18,409

For the years ended December 31, 2015, 2014 and 2013, total rent income was $3.1 million, $2.7 million and $3.1 million, respectively, which is recorded as other revenue in the consolidated statements of operations.

Contingencies

Borgata Property Taxes

We have filed tax appeal complaints, in connection with our property tax assessments for tax years 2009 through 2015, in New Jersey Tax Court ("Tax Court"). The trial for tax years 2009 and 2010 was held during the second quarter of 2013 and a decision was issued on October 18, 2013. The assessor valued our real property at approximately $2.3 billion. The Tax Court found in our favor and reduced our real property valuation to $880 million and $870 million for tax years 2009 and 2010, respectively. The City of Atlantic City (the "City") filed an appeal in the New Jersey Superior Court - Appellate Division ("Appellate Court") in November 2013. The Appellate Court hearing took place on June 1, 2015 and the Appellate Court issued a unanimous decision, affirming the Tax Court ruling, on July 6, 2015. The City appealed the decision to the New Jersey Supreme Court on July 24, 2015 and the Supreme Court denied the City’s appeal on October 20, 2015. As such, the 2009 and 2010 Tax Court judgment is final. The City was statutorily required to pay the refund by December 21, 2015 and did not pay any of the balance due. In response, on December 28, 2015, we filed a motion in Superior Court, compelling the City to pay the refund through a mandamus action. In a hearing on February 5, 2016, the Superior Court judge granted our motion to compel but restrained us from levying upon City assets for 45 days in order to give the parties time to resolve the matter. If the issue is not resolved in 45 days, we will proceed with the mandamus action. Additionally, the judge confirmed that we were within our statutory rights to apply the refund as a credit against future property tax obligations. Based on such confirmation, we notified the City tax collector that we were applying$7.3 million of the 2009 and 2010 refund as a credit against our 2016 first quarter property tax installment obligation; and recorded $7.3 million as a recovery of previously paid property taxes against our 2016 first quarter property tax expense. We have paid our property tax obligations consistent with the assessor’s valuation and based on the Tax Court’s decision, we estimate the 2009 and 2010 property tax refunds and related statutory interest will be approximately $48.9 million and $13.4 million, respectively. However, due to the uncertainty surrounding the City’s ability to pay the judgment, we will not record any recovery of previously paid property taxes until payment is received, the City has obtained dedicated sources of funding in an amount sufficient to pay the judgment or the refund is applied against a future property tax installment obligation.

On June 5, 2014, we entered into a settlement agreement with the City. The agreement resolved the tax appeal complaints we filed in connection with property tax assessments for tax years 2011 through 2014. Under the terms of the agreement, we were entitled to receive a tax refund of $88.25 million for tax years 2011 through 2013, as well as a tax credit of approximately $19.3 million for tax year 2014, resulting from a reduced property tax valuation relative to 2013. Additionally, the City agreed to a defined property tax valuation for tax years 2014 and 2015. In exchange, we agreed to relinquish our right to further contest the property tax assessments for tax years 2011 through 2015, contingent upon the City fulfilling its obligations under the agreement. We filed a protective appeal in Tax Court on our 2015 property tax valuation on March 20, 2015. Per the terms of the agreement, the City intended to fulfill its obligation to pay the refund to us through a bond issuance. The ordinance to issue the bonds was approved by applicable state and local agencies in September 2014. The City did not issue the bonds in 2014 so, per the terms of the agreement, the City began refunding $150,000 per month, beginning in February 2015, and we recognized a recovery of previously paid property taxes of $1.2 million in the year ended December 1, 2015. We terminated the agreement on November 19, 2015. Concurrent with the termination, we filed a motion in Tax Court to apply the 2010 adjudicated value, under the Freeze Act, to our 2011 and 2012 valuation and compel a trial on the 2013 appeal. On December 4, 2015 a Superior Court judge granted the City a temporary restraining order to prevent us from reinstituting our 2011 through 2013 appeal and apply the Freeze Act for 2011 and 2012. The restraining order was subsequently lifted on our ability to reinstate the appeal but a hearing was scheduled on January 19, 2016 to

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MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

present oral argument on the Freeze Act restraint. No decision has been issued on the Freeze Act restraint. Separately, in Tax Court, a trial date of June 13, 2016 was scheduled for the 2011 through 2013 appeal. We cannot be certain as to the ultimate resolution of the reinstituted Tax Court appeal for the 2011 through 2013 years. Due to the uncertainty surrounding the ultimate resolution of the 2011 through 2013 appeal, we will not record any recovery of previously paid property taxes until a final, non-appealable decision has been rendered; and if the decision is favorable, the City has obtained dedicated sources of funding in an amount sufficient to pay such refund.

Legal Matters

We are subject to various claims and litigation in the ordinary course of business. In our opinion, all pending legal matters are either adequately covered by insurance, or if not insured, will not have a material impact on our financial position, results of operations or cash flows.

NOTE 7.    FAIR VALUE MEASUREMENTS

The authoritative accounting guidance for fair value measurements defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

These inputs create the following fair value hierarchy:

• Level 1: Quoted prices for identical instruments in active markets.

• Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Balances Measured at Fair Value

The following tables show the fair values of certain of our financial instruments:

	December 31, 2015
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	44,134	$	44,134	$	—	$	—
Restricted cash	6,510		6,510		—		—
CRDA investments, net	6,867		—		—		6,867

	December 31, 2014
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	36,054	$	36,054	$	—	$	—
Restricted Cash	5,676		5,676		—		—
CRDA investments, net	9,158		—		—		9,158

23

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

The fair value of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 2015 and December 31, 2014. The fair value of our CRDA deposits, classified in the fair value hierarchy as Level 3, is based on estimates of the realizable value applied to the balances on statements received from the CRDA at December 31, 2015 and December 31, 2014.

The following table summarizes the changes in fair value of the Company's Level 3 assets:

	Year Ended December 31,
(In thousands)	2015			2014
Balance at January 1,	$	9,158		$	4,613
Deposits	9,532			7,239
Included in earnings	(11,823		)	(2,378		)
Settlements	—			(316		)
Ending balance at December 31,	$	6,867		$	9,158

Balances Disclosed at Fair Value

The following tables present the fair value measurement information about our long-term debt:

	December 31, 2015
	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
(In thousands)
Revolving Credit Facility	$	37,700	$	37,700	$	37,700	Level 2
2018 Term Loan	240,900		238,899		240,298		Level 2
2023 Term Loan	418,950		412,026		417,532		Level 3
Total debt	$	697,550	$	688,625	$	695,530

	December 31, 2014
	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
(In thousands)
Revolving Credit Facility	$	13,700	$	13,700	$	13,700	Level 2
2018 Term Loan	347,700		344,999		340,746		Level 2
9.875% Senior Secured Notes due 2018	393,500		386,620		412,191		Level 1
Total debt	$	754,900	$	745,319	$	766,637

The estimated fair value of our Revolving Credit Facility at December 31, 2015 and 2014 approximates its carrying value due to the short-term nature and variable repricing of the underlying Eurodollar loans comprising our Revolving Credit Facility. The estimated fair value of our 2018 Term Loan is based on a relative value analysis performed on or about December 31, 2015 and December 31, 2014. The estimated fair value of our 2023 Term Loan is based on debt that is not traded and does not have an observable market input; therefore, we have estimated its fair value as of December 31, 2015, based on a discounted cash flow approach, after giving consideration to the changes in market rates of interest, creditworthiness and credit spreads. The estimated fair value of our senior secured notes is based on quoted market prices as of December 31, 2014.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2015 and 2014.

NOTE 8.    EMPLOYEE BENEFIT PLANS

We contribute to multi-employer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. These unions cover certain of our culinary, hotel and other trade workers. We are obligated to make defined contributions under these plans.

The significant risks of participating in multiemployer plans include, but are not limited to, the following:

24

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

• We may elect to stop participating in our multi-employer plans. As a result of such election, we may be required to pay a withdrawal liability based on the underfunded status of the plan, as applicable. Our ability to fund such payments would be based on the results of our operations and subject to the risk factors that impact our business. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and it could affect our ability to meet our obligations to the multiemployer plan.

• We may contribute assets to the multi-employer plan for the benefit of our covered employees that are used to provide benefits to employees of other participating employers.

• We may be required to fund additional amounts if other participating employers stop contributing to the multiemployer plan.

Contributions, based on wages paid to covered employees, totaled $8.8 million, $7.9 million and $7.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. These aggregate contributions were not individually significant to any of the respective plans. There were no significant changes that would affect the comparability of our employer contributions during the years ended December 31, 2015, 2014 and 2013. Our estimated share of unfunded vested liabilities related to certain multi-employer pension plans is approximately $208.0 million as of January 1, 2015.

We have a retirement savings plan under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. We expensed our voluntary contributions to the 401(k) plan of $1.4 million, $1.3 million and $1.4 million during the years ended December 31, 2015, 2014 and 2013, respectively.

NOTE 9.    RELATED PARTY TRANSACTIONS

We engage in transactions with BAC and MAC in the ordinary course of business. Related party balances are non-interest bearing and are included in accounts receivable or accrued liabilities, as applicable, on the consolidated balance sheets.

Pursuant to our Bank Credit Facility, we are permitted to make tax distributions to the owners of our Member, relative to any period, equal to our pre-tax income, multiplied by the highest effective corporate tax rate (including federal and state taxes imposed on income) applicable to us. During the year ended December 31, 2015, we made tax distributions to BAC and MAC in the amount of $14.1 million each, for a total of $28.2 million. There were no tax distributions during the years ended December 31, 2014 and December 31, 2013.

Surface Lot Ground Lease

We entered into a ground lease agreement with MAC for approximately 8 acres that provides the land on which our surface parking lot resides. The lease is on a month-to-month term and may be terminated by either party effective on the last day of the month that is three months after notice is given. Pursuant to the surface lot ground lease agreement, our lease payment is comprised of a de minimus monthly payment to the landlord and the property taxes, which are paid directly to the taxing authority. Property taxes incurred for the surface lot ground lease agreement were $0.9 million, $1.0 million, and $3.2 million for the years ended December 31, 2015, 2014 and 2013, respectively, which was included in selling, general and administrative on the consolidated statements of operations.

Compensation of Certain Employees

We reimburse BAC for out-of-pocket costs and expenses incurred related to employee travel and certain advertising expenses. In previous years, BAC was also reimbursed for compensation paid to employees performing services for us and for various payments made on our behalf, primarily related to third-party insurance premiums and certain financing fees. The related amounts due to BAC for these types of expenditures paid by BAC were $0.1 million at December 31, 2014. Reimbursable expenses, with the exception of deferred financing fees, are included in selling, general and administrative on the consolidated statements of operations. Reimbursable expenditures were $2.9 million and $7.7 million for the years ended December 31, 2014 and 2013, respectively. There were no such reimbursable expenses for the year ended December 31, 2015.

NOTE 10.     SUBSEQUENT EVENTS

On February 5, 2016, we realized the benefit of $7.3 million of the amount owed to us by the City as a result of our appeal of our 2009 and 2010 property taxes by offsetting this amount against 2016 property taxes due to the City on that date.

25

MARINA DISTRICT DEVELOPMENT COMPANY, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013

______________________________________________________________________________________________________

We have evaluated all events or transactions that occurred after December 31, 2015. During this period, we did not identify any other subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations as of and for the year ended December 31, 2015.

26

XML

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Feb. 22, 2016	Jun. 30, 2015
Entity Information [Line Items]
Entity Registrant Name	BOYD GAMING CORP
Entity Central Index Key	0000906553
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		111,750,525
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,186,163

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 158,821	$ 145,341
Restricted cash	19,030	18,107
Accounts receivable, net	25,289	27,235
Inventories	15,462	15,161
Prepaid expenses and other current assets	37,250	32,944
Income taxes receivable	1,380	1,243
Deferred income taxes and current tax assets	0	1,919
Total current assets	257,232	241,950
Property and equipment, net	2,225,342	2,286,108
Investments in Subsidiaries	244,621	222,717
Other assets, net	48,341	52,050
Intangible assets, net	890,054	934,249
Goodwill, net	685,310	685,310
Total assets	4,350,900	4,422,384
Current liabilities
Current maturities of long-term debt	29,750	29,753
Accounts payable	75,803	85,089
Accrued liabilities	249,518	239,266
Deferred income taxes	0	3,087
Total current liabilities	355,071	357,195
Long-term debt, net of current maturities and debt issuance costs	3,239,799	3,375,098
Deferred income taxes	162,189	142,263
Other long-term tax liabilities	3,085	28,651
Other liabilities	$ 82,745	$ 81,090
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized	$ 0	$ 0
Common stock, $0.01 par value, 200,000,000 shares authorized; 111,614,420 and 109,277,060 shares outstanding	1,117	1,093
Additional paid-in capital	945,041	922,112
Retained earnings (accumulated deficit)	(437,881)	(485,115)
Accumulated other comprehensive income (loss)	(316)	(53)
Total Boyd Gaming Corporation stockholders’ equity	507,961	438,037
Noncontrolling interest	50	50
Total stockholders’ equity	508,011	438,087
Total liabilities and stockholders’ equity	$ 4,350,900	$ 4,422,384

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	111,614,420	109,277,060
Common stock, shares outstanding	111,614,420	109,277,060
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating revenues:
Gaming	$ 1,847,167	$ 2,307,565	$ 2,478,983
Food and beverage	307,442	408,236	446,367
Room	163,509	248,222	265,371
Other	123,959	154,170	165,190
Gross revenues	2,442,077	3,118,193	3,355,911
Less promotional allowances	242,645	416,874	461,473
Net revenues	2,199,432	2,701,319	2,894,438
Operating costs and expenses:
Gaming	900,922	1,087,901	1,170,843
Food and beverage	168,096	222,393	240,081
Room	41,298	51,906	54,338
Other	80,508	112,248	121,600
Selling, general and administrative	322,420	429,529	490,226
Maintenance and utilities	104,548	156,736	166,398
Depreciation and amortization	207,118	251,044	278,413
Corporate expense	76,941	75,626	63,249
Project development, preopening and writedowns		14,390	14,608
Impairments of assets	18,565	60,780	10,383
Other operating items, net	907	(2,124)	5,998
Total operating costs and expenses	1,928,230	2,460,429	2,616,137
Boyd's share of Borgata's operating income	73,421	10,626	0
Operating income	344,623	251,516	278,301
Other expense (income)
Interest income	(1,858)	(1,879)	(2,147)
Interest expense, net of amounts capitalized	224,590	283,387	344,330
Loss on early extinguishments of debt	40,733	1,536	54,202
Other, net	3,676	48	(2,090)
Boyd's share of Borgata's non-operating items, net	37,422	9,309	0
Total other expense, net	304,563	292,401	394,295
Income (loss) from continuing operations before income taxes	40,060	(40,885)	(115,994)
Income taxes benefit (provision)	7,174	(753)	(3,350)
Income (loss) from continuing operations, net of tax	47,234	(41,638)	(119,344)
Income (loss) from discontinued operations, net of tax	0	0	10,790
Net income (loss)	47,234	(41,638)	(108,554)
Net (income) loss attributable to noncontrolling interest	0	(11,403)	28,290
Net income (loss) attributable to Boyd Gaming Corporation	$ 47,234	$ (53,041)	$ (80,264)
Continuing operations	$ 0.42	$ (0.48)	$ (0.94)
Discontinued operations	0.00	0.00	0.11
Basic net income (loss) per common share	$ 0.42	$ (0.48)	$ (0.83)
Weighted average basic shares outstanding	112,789	109,979	97,243
Continuing operations	$ 0.42	$ (0.48)	$ (0.94)
Discontinued operations	0.00	0.00	0.11
Diluted net income (loss) per common share	$ 0.42	$ (0.48)	$ (0.83)
Weighted average diluted shares outstanding	113,676	109,979	97,243

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Boyd's share of Borgata's non-operating items, net	$ 37,422	$ 9,309	$ 0
Boyd's share of Borgata's operating income	73,421	10,626	0
Net income (loss)	47,234	(41,638)	(108,554)
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities	(263)	824	(555)
Comprehensive income (loss)	46,971	(40,174)	(109,109)
Less: other comprehensive income (loss) attributable to noncontrolling interest	0	0	0
Less: net income (loss) attributable to noncontrolling interest	0	11,403	(28,290)
Comprehensive income (loss) attributable to Boyd Gaming Corporation	46,971	(51,577)	(80,819)
Accumulated Other Comprehensive Loss, Net
Net income (loss)	0	0	0
Other comprehensive income (loss), net of tax:
Fair value of adjustments to available-for-sale securities	$ (263)	$ 1,464	$ (555)

XML

Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings/(Accumulated Deficit)	Accumulated Other Comprehensive Loss, Net	Noncontrolling Interest [Member]	Other Member [Member]
Balance at Dec. 31, 2012	$ 467,127	$ 869	$ 655,694	$ (351,810)	$ (962)	$ 163,336
Balance, shares at Dec. 31, 2012		86,871,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(108,554)	$ 0	0	(80,264)	0	(28,290)
Capital investment attributable to noncontrolling interest	0					0	$ 0
Unrealized loss on investment available for sale	(555)	0	0	0	(555)	0
Stock Issued During Period, Value, New Issues	$ 216,467	$ 190	216,277	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	1,848,222	1,848,222
Stock options exercised, value	$ 13,752	$ 18	13,734	0	0	0
Stock options exercised, shares	18,975,000
Award of restricted stock units	$ (2,095)	$ 5	(2,100)	0	0	0
Award of restricted stock units, shares		459,803
Share-based compensation costs	18,891	$ 0	18,891	0	0	0
Stockholders' Equity, Other	45,404	0	0	0	0	45,404
Balance at Dec. 31, 2013	650,437	$ 1,082	902,496	(432,074)	(1,517)	180,450
Balance, shares at Dec. 31, 2013		108,155,002.000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(41,638)	$ 0	0	(53,041)	0	11,403
Capital investment attributable to noncontrolling interest	(30)	0	0	0	0	0	(30)
Unrealized loss on investment available for sale	$ 824	$ 0	(640)	0	1,464	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	562,234	562,234
Stock options exercised, value	$ 4,152	$ 6	4,146	0	0	0
Stock options exercised, shares	18,975,000
Award of restricted stock units	$ (2,361)	$ 5	(2,366)	0	0	0
Award of restricted stock units, shares		559,824
Share-based compensation costs	18,476	$ 0	18,476	0	0	0
Stockholders' Equity, Other	(191,833)	0	0	0	0	(191,833)
Balance at Dec. 31, 2014	$ 438,087	$ 1,093	922,112	(485,115)	(53)	50
Balance, shares at Dec. 31, 2014	109,277,060	109,277,060
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 47,234	$ 0	0	47,234	0	0
Capital investment attributable to noncontrolling interest	0					0	$ 0
Unrealized loss on investment available for sale	$ (263)	$ 0	0	0	(263)	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	1,301,789	1,301,789
Stock options exercised, value	$ 9,807	$ 13	9,794	0	0	0
Award of restricted stock units	(3,672)	$ 6	(3,678)	0	0	0
Stock Issued During Period, Shares, Performance Stock Award Gross		481,749
Stock Issued During Period, Value, Performance Stock Award, Gross	(2,446)	$ 5	(2,451)	0	0	0
Award of restricted stock units, shares		553,822
Share-based compensation costs	19,264	$ 0	19,264	0	0	0
Balance at Dec. 31, 2015	$ 508,011	$ 1,117	$ 945,041	$ (437,881)	$ (316)	$ 50
Balance, shares at Dec. 31, 2015	111,614,420	111,614,420

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash Flows from Operating Activities
Net income (loss)	$ 47,234	$ (41,638)	$ (108,554)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on discontinued operations, net of tax	0	0	(10,790)
Depreciation and amortization	207,118	251,044	278,413
Amortization of debt financing costs	17,415	18,698	21,381
Amortization of discounts on debt	3,893	7,346	17,999
Share-based compensation expense	19,264	18,476	18,891
Deferred income taxes	16,306	1,488	2,986
Impairments of assets	18,565	60,780	10,383
Noncash Asset Impairment and Other Charges			11,636
Loss on early extinguishments of debt	(40,733)	(1,536)	(54,202)
Boyd's share of Borgata's net income	(35,999)	(1,317)	0
Other operating activities	2,145	566	2,424
Changes in operating assets and liabilities:
Restricted cash	(923)	(3,243)	2,214
Accounts receivable, net	1,971	2,373	(10,596)
Inventories	(301)	226	(1,181)
Prepaid expenses and other current assets	(4,275)	(13,388)	6,245
Current other tax asset	1,802	3,685	2,171
Income taxes receivable	(137)	(109)	1,076
Other assets, net	922	(1,314)	21,559
Accounts payable and accrued liabilities	13,207	24,214	(31,321)
Other long-term tax liabilities	(25,566)	(3,898)	(4,011)
Other liabilities	2,377	(2,666)	2,291
Net cash provided by operating activities	339,846	322,859	277,035
Cash Flows from Investing Activities
Capital expenditures	(131,170)	(149,374)	(144,520)
Dividends	14,095	0	0
Deconsolidation of Borgata	0	26,891	0
Proceeds from sale of Echelon, net	0	0	343,750
Cash paid for exercise of LVE option	0	0	(187,000)
Proceeds from sale of other assets, net	0	0	4,875
Other investing activities	4,528	(3,715)	2,473
Net cash provided by (used in) investing activities	(126,642)	(179,980)	19,578
Cash Flows from Financing Activities
Proceeds from issuance of senior notes, net	750,000	0	0
Debt financing costs, net	(14,004)	(288)	(44,752)
Payments on retirements of long-term debt	(657,813)	(2,850)	(875,487)
Payments under note payable	0	(9)	(10,820)
Net proceeds from issuance of term loan		0	376,200
Proceeds from issuance of non-recourse debt by variable interest entity	24,246	0	0
Share-based compensation activities, net	3,689	1,791	13,752
Proceeds from sale of common stock, net	0	0	216,467
Other financing activities	0	30	(2,095)
Net cash provided by (used in) financing activities	(199,724)	(175,376)	(366,210)
Cash flows from operating activities	0	0	(2,144)
Cash flows from investing activities	0	0	56,751
Cash flows from financing activities	0	0	0
Net cash provided by discontinued operations	0	0	54,607
Change in cash and cash equivalents	13,480	(32,497)	(14,990)
Cash and cash equivalents, beginning of period	145,341	177,838	192,545
Change in cash classified as discontinued operations	0	0	283
Cash and cash equivalents, end of period	158,821	145,341	177,838
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	178,433	263,935	319,620
Cash paid (received) for income taxes, net of refunds	(1,159)	226	(6,398)
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	7,235	16,902	11,511
Increase (decrease) in fair value of derivative instruments	224,590	283,387	344,330
Boyd
Cash Flows from Operating Activities
Net income (loss)	47,234	(53,041)	(80,264)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	6,179	5,667	6,619
Impairments of assets	0	320	0
Loss on early extinguishments of debt		(20,800)
Changes in operating assets and liabilities:
Net cash provided by operating activities	102,080	(39,524)	(229,447)
Cash Flows from Investing Activities
Capital expenditures	(48,591)	(43,164)	(44,985)
Deconsolidation of Borgata		0
Proceeds from sale of Echelon, net	0	0	343,750
Cash paid for exercise of LVE option	0	0	(187,000)
Proceeds from sale of other assets, net	0	0	4,875
Other investing activities		0	0
Net cash provided by (used in) investing activities	(34,099)	(37,864)	123,860
Cash Flows from Financing Activities
Borrowings under bank credit facility	1,033,500	830,400	2,920,675
Payments under bank credit facility	(1,211,200)	(910,700)	(2,927,800)
Proceeds from issuance of senior notes, net	750,000	0	0
Debt financing costs, net	(14,004)	(83)	(24,349)
Payments on retirements of long-term debt	(500,000)	0	(459,278)
Payments under note payable	0	0	(10,341)
Net proceeds from issuance of term loan			0
Proceeds from issuance of non-recourse debt by variable interest entity	24,246	0	0
Share-based compensation activities, net	3,689	1,791	13,752
Proceeds from sale of common stock, net	0	0	216,467
Other financing activities	0	30	(2,095)
Net cash provided by (used in) financing activities	(67,981)	77,390	103,067
Cash flows from operating activities			0
Cash flows from investing activities			0
Cash flows from financing activities			0
Net cash provided by discontinued operations			0
Change in cash and cash equivalents	0	2	(2,520)
Cash and cash equivalents, beginning of period	2	0	2,520
Change in cash classified as discontinued operations			0
Cash and cash equivalents, end of period	2	2	0
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	112,075	131,517	155,889
Cash paid (received) for income taxes, net of refunds	212	(3)	2
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	4,296	6,931	0
Peninsula
Cash Flows from Financing Activities
Borrowings under bank credit facility	345,500	317,400	354,700
Payments under bank credit facility	(425,150)	(377,150)	(406,950)
Borgata
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Impairments of assets	12,100
Cash Flows from Financing Activities
Borrowings under bank credit facility	0	410,900	444,500
Payments under bank credit facility	0	$ (444,900)	$ (424,600)
Net proceeds from issuance of term loan	0
Supplemental Schedule of Non-cash Investing and Financing Activities
Increase (decrease) in fair value of derivative instruments	$ 59,681

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant", "Boyd Gaming," "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".

We are a diversified operator of 21 wholly owned gaming entertainment properties and one property, Borgata Hotel Casino & Spa ("Borgata"), in which we hold a non-controlling 50% equity interest in the limited liability company. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey which we aggregate in order to present the following five 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
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest and South
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
IP Casino Resort Spa	Biloxi, Mississippi
Par-A-Dice Hotel Casino	East Peoria, Illinois
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Treasure Chest Casino	Kenner, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Peninsula
Diamond Jo	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Amelia Belle Casino	Amelia, Louisiana
Kansas Star Casino	Mulvane, Kansas
Borgata
Borgata Hotel Casino & Spa	Atlantic City, New Jersey

In addition to these properties, we own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for our travel agency and our captive insurance company are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries.

On September 30, 2014, our Atlantic City partner reacquired its ownership interest in and its substantive participation rights in the management of Borgata. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests from our balance sheet. We are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. (See Note 3, Deconsolidation of Certain Interests.)

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 material intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at their date of purchase, and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

Restricted Cash

Restricted cash consists primarily of advance payments related to: (i) future bookings with our Hawaiian travel agency; and (ii) amounts restricted by regulation for gaming and racing purposes. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities.

Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value.

The activity comprising our allowance for doubtful accounts is as follows:

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance, January 1,	$	1,971		$	23,908		$	25,693
Additions	361			2,058			2,868
Deductions	(245		)	(4,182		)	(4,653		)
Deconsolidation of Borgata on September 30, 2014	—			(19,813		)	—
Ending balance	$	2,087		$	1,971		$	23,908

Inventories

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

Property and Equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

The estimated useful lives of our major components of property and equipment are:

Building and improvements	3 through 40 years
Riverboats and barges	5 through 40 years
Furniture and equipment	1 through 10 years

Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. All resulting recognized impairment charges are recorded as Impairment of Assets within operating expenses.

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Interest capitalized during the years ended December 31, 2015, 2014 and 2013 was $0.1 million, $1.4 million and $1.1 million, respectively.

Investment in Unconsolidated Subsidiary

We have a 50% non-controlling investment in Borgata, an unconsolidated subsidiary, accounted for under the equity method since its deconsolidation on September 30, 2014. Under the equity method, carrying value is adjusted for our share of the investees’ earnings and losses, as well as capital contributions to and distributions from this entity.

We evaluate our equity method investment for impairment when events or changes in circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value. If such conditions exist, we compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether such impairment is other than temporary based on its assessment of all relevant factors. Estimated fair value is determined using a discounted cash flow analysis based on estimated future cash flows of the investee.

Investment in Available for Sale Securities

Peninsula has an investment in $21.4 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, 2015 and 2014 was $17.8 million and $18.4 million, respectively. At both December 31, 2015 and 2014, $0.4 million is included in prepaid expenses and other current assets, and $17.4 million and $18.0 million, respectively, is included in other assets, net.

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

(In thousands)
For the year ending December 31,
2016	$	410
2017	440
2018	475
2019	510
2020	550
Thereafter	18,985
Total	$	21,370

Intangible Assets

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

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. Favorable lease rates represent the amount by which acquired lease rental rates are favorable to market terms. These favorable lease values are amortized over the remaining lease term, primarily on leasehold land interests, originally ranging in duration from 41 to 52 years. Development agreements are contracts between two parties establishing an agreement for development of a product or service. These agreements are amortized over the respective cash flow period of the related agreement.

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and between annual test dates in certain circumstances.

We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonable similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonable expected to be realized from the sale of the subject reporting unit.

Player Loyalty Point Program

We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual is included in accrued liabilities on our consolidated balance sheets.

Long-Term Debt, Net

Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). 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, 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 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 future profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies.

Our current rate is impacted by adjustments that are largely independent of our operating results before taxes.  Such adjustments relate primarily to the accrual of non-cash tax expense in connection with the tax amortization of indefinite-lived intangible assets that are not available to offset existing deferred tax assets.  The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets when determining our valuation allowance.

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. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%.

Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet.

Self-Insurance Reserves

We are self-insured for general liability costs and self-insured up to certain stop loss amounts for employee health coverage and workers' compensation costs. 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.

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance	$	33,004		$	44,073		$	38,663
Additions
Charged to costs and expenses	80,311			95,269			110,683
Payments made	(83,247		)	(93,168		)	(105,273		)
Deconsolidation of Borgata	—			(13,170		)	—
Ending balance	$	30,068		$	33,004		$	44,073

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2015, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling interest primarily represents: (i) until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Marina District Development Holding Co., LLC ("Holding Company") held by the Divestiture Trust for the economic benefit of MGM Resorts International ("MGM"), which was initially recorded at fair value at the March 24, 2010 date of the effective change in control; and (ii) until the Echelon sale, which closed on March 4, 2013, all 100% of the members' equity interest in LVE, the variable interest entity which had been consolidated in our financial statements, but in which we held no equity interest.

Revenue Recognition

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

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

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

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

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food and beverage, and to a lesser extent for other goods or services, depending upon the property.

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	77,177	$	132,231	$	147,305
Food and beverage	150,598		190,632		207,072
Other	14,870		94,011		107,096
Total promotional allowances	$	242,645	$	416,874	$	461,473

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	35,605	$	53,167	$	58,960
Food and beverage	133,717		168,626		181,689
Other	12,290		20,238		22,667
Total cost of promotional allowances	$	181,612	$	242,031	$	263,316

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 $332.1 million, $370.0 million and $393.0 million for the years ended December 31, 2015, 2014 and 2013, 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 $33.4 million, $50.5 million and $44.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations.

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred and do not qualify as capital costs; and (iii) asset write-downs.

The following reconciles our project development, preopening and writedowns expenses to provide the amounts incurred, net of the amounts eliminated upon the consolidation of LVE prior to the deconsolidation of the entity due to the sale of Echelon:

	Year Ended
(In thousands)	December 31, 2013
Project development, preopening and writedown expense:
Amounts incurred by Boyd Gaming Corporation	$	16,541
Amounts eliminated upon consolidation of LVE	(1,933		)
Amounts reported in our consolidated statements of operations	$	14,608

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions.

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

	Year Ended December 31,
	2015			2014			2013
Expected stock price volatility	49.06		%	54.14		%	73.75		%
Annual dividend rate	—			—			—
Risk-free interest rate	1.59		%	1.64		%	1.40		%
Expected option life (in years)	5.3			5.4			5.3
Estimated fair value per share	$	9.06		$	5.70		$	6.09

Net Income (loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to Boyd Gaming Corporation stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

Due to the net losses for the years ended December 31, 2014 and 2013, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were as follows:

	Year Ended December 31,
(In thousands)	2014	2013
Potential dilutive effect	913.9	955.6

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 which 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.

Discontinued Operations

Our consolidated financial statements reflect the results of operations and cash flows of our Dania Jai-Alai property as discontinued operations. See Note 2, Acquisitions and Divestitures, for further discussion.

Reclassifications

Certain prior period amounts presented in our consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to debt issuance costs being recorded as a direct deduction from the carrying amount of the related debt liability (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). This reclassification reduced our total assets and total liabilities as previously reported in our consolidated balance sheet for December 31, 2014, by $56.5 million. In addition, asset transactions costs that were previously disaggregated in our consolidated statements of operations for the years ended December 31, 2014 and 2013 were accumulated with preopening expenses. This reclassification had no effect on our retained earnings or net loss as previously reported.

Recently Issued Accounting Pronouncements

Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes ("Update 2015-17")

In November 2015, the FASB issued Update 2015-17 which requires that deferred tax assets and liabilities be presented in the balance sheet as noncurrent. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company adopted this change in accounting principle during the fourth quarter 2015 prospectively to all deferred tax liabilities and assets, including any related valuation allowance. The deferred tax liabilities and assets in prior periods were not retrospectively adjusted. The Company determined that the impact of the new standard on its consolidated financial statements was not material.

Accounting Standards Update 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("Update 2015-16")

In September 2015, the FASB issued Update 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Update 2015-16 further requires an entity to present separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The impact of the new standard will depend on any future events whereby we have any business combinations and any adjustments to the provisional amounts identified during the measurement period are recorded.

Accounting Standards Update 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("Update 2015-15")

In August 2015, the FASB issued Update 2015-15, which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements can either be recorded as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, or can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has elected to record debt issuance costs related to line-of-credit arrangements as a direct deduction from the carrying amount of the related debt liability, consistent with the treatment of all other debt issuance costs with the adoption of Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“Update 2015-03”) in the fourth quarter 2015 . See further discussion under Update 2015-03 of the impact of the adoption of Update 2015-15 and Update 2015-03 below.

Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14")

In August 2015, the FASB issued Update 2015-14, which defers the implementation of Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09") for one year from the initial effective date. The initial effective date of Update 2014-09 was for annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. Update 2015-14 extends the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the adoption of Update 2015-14 and 2014-09 to the consolidated financial statements.

Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory ("Update 2015-11")

In July 2015, the FASB issued Update 2015-11, which provides guidance on inventory measurement. Inventory, excluding inventory that is measured using last-in, first-out or the retail inventory method, should be measured at the lower of cost and net realizable value. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-08, Business Combinations ("Update 2015-08")

In May 2015, the FASB issued Update 2015-08, which provides updates to guidance related to pushdown accounting and is effective immediately. The impact of the new standard will depend on any future events whereby we obtain control of an entity and elect to apply pushdown accounting.

Accounting Standards Update 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement ("Update 2015-05")

In April 2015, the FASB issued Update 2015-05, which provides guidance on a customer's accounting for cloud computing costs. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs ("Update 2015-03")

In April 2015, the FASB issued Update 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The Company adopted Update 2015-03, including the election under Update 2015-15, in the fourth quarter 2015 and as a result has reclassified debt financing costs, net of $56.5 million as of December 31, 2014 from an asset to a reduction of long-term debt, net of current maturities and debt issuance costs on the consolidated balance sheet. See additional disclosure of such amounts in Note 8, Long-Term Debt.

Accounting Standards Update 2015-02, Amendments to the Consolidation Analysis ("Update 2015-02")

In February 2015, the FASB issued Update 2015-02, which amends the consolidation requirements in Accounting Standards Codification 810 and changes the consolidation analysis required under GAAP. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("Update 2015-01")

In January 2015, the FASB issued Update 2015-01, which eliminated from GAAP the concept of an extraordinary item. An extraordinary item is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under Update 2015-01, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("Update 2014-15")

In August 2014, the FASB issued Update 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-12 Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("Update 2014-12")

In June 2014, the FASB issued Update 2014-12. Update 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09")

In May 2014, the FASB issued Update 2014-09, which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The pronouncement is effective, as amended in Updated 2015-14, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is evaluating the impact of the adoption of Update 2014-09 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.

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Asset Acquisitions

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Asset Acquisitions

ACQUISITIONS AND DIVESTITURES

Disposition of Echelon

On March 1, 2013, we entered into a definitive agreement to sell the Echelon site for $350 million in cash. The sale agreement included the 87-acre land parcel, as well as site improvements. The transaction was completed on March 4, 2013, and we realized approximately $157.0 million in net proceeds from the sale after consideration of direct transaction costs and after payment of a portion of the proceeds to a third party to fulfill our obligations to LVE.

Discontinued Operations - Disposition of Dania Jai-Alai

On May 22, 2013, we consummated the sale of certain assets and liabilities of the Dania Jai-Alia pari-mutuel facility ("Dania Jai-Alia"), with approximately 47 acres of related land located in Dania Beach, Broward County, Florida, for a sales price of $65.5 million. The sale was pursuant to an asset agreement (the "New Dania Agreement") that we entered into with Dania Entertainment Center, LLC ("Dania Entertainment"). As part of the New Dania Agreement, the $5 million non-refundable deposit and $2 million fees paid to us in 2011 by Dania Entertainment were applied to the sales price, and we received $58.5 million in cash and recorded a pre-tax gain of $18.9 million. We have presented the results of Dania Jai-Alai as discontinued operations for all periods presented in these condensed consolidated financial statements.

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Deconsolidation of Certain Interests

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation of Certain Interests

CONSOLIDATION OF CERTAIN INTERESTS

Borgata Hotel Casino and Spa

The Company and MGM each originally held a 50% interest in Holding Company. Holding Company owns all the equity interests in Marina District Development Company, LLC ("MDDC"), d.b.a. Borgata Hotel Casino and Spa ("Borgata"). We are the managing member of Holding Company, and we are responsible for the day-to-day operations of Borgata.

In February 2010, we entered into an agreement with MGM to amend the operating agreement to, among other things, facilitate the transfer of MGM's interest in Holding Company ("MGM Interest") to a divestiture trust (the "Divestiture Trust") established for the purpose of selling the MGM Interest to a third party. The proposed sale of the MGM Interest through the Divestiture Trust was part of a then-proposed settlement agreement between MGM and the New Jersey Department of Gaming Enforcement (the "NJDGE").

On March 17, 2010, MGM announced that its settlement agreement with the NJDGE had been approved by the New Jersey Casino Control Commission ("NJCCC"). Upon the transfer of MGM's ownership interest into the Divestiture Trust on March 24, 2010, we determined that we had control, as defined in the relevant accounting literature, of Holding Company and commenced consolidating the business as of that date.  Subsequent to a Joint Petition of MGM, the Company and Holding Company, on February 13, 2013, the NJCCC approved amendments to the settlement agreement which permitted MGM to file an application for a statement of compliance, which, if approved, would permit MGM to reacquire its interest in Holding Company.

The NJCCC approved MGM’s application for licensure on September 10, 2014. On September 30, 2014, the Divestiture Trust was dissolved and MGM reacquired its Borgata interest and its substantive participation rights in the management of Holding Company. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests recorded for Holding Company from our balance sheet, and are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. As a result of the deconsolidation, we adjusted the book value of our investment to equal fair value. We determined the fair value of our investment in Borgata as of the date of deconsolidation using a weighted average allocation of both the income and market approach models. 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 flows of Borgata for a finite period of years and discounting them to present value. The market approach focuses on comparing Borgata to selected reasonable similar (or “guideline”) publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of Borgata relative to the selected guideline companies; and (iii) applied to the operating data of Borgata 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 a sale of Borgata. Using these models, we determined that the fair value of our investment in Borgata at September 30, 2014, was $221.4 million and recognized a loss due to the deconsolidation of $12.1 million in our third quarter 2014 results, which was recorded in impairments of assets on our consolidated statement of operations.

The following table presents the carrying values of the major categories of assets and liabilities of Borgata, immediately preceding its deconsolidation on September 30, 2014, which were excluded from our consolidated balance sheet as of September 30, 2014:

	September 30,
(In thousands)	2014
ASSETS
Current assets	$	98,119
Long-term assets	1,220,036
Total Assets	$	1,318,155
LIABILITIES AND NONCONTROLLING INTERESTS
Current liabilities	$	106,666
Long-term liabilities	786,278
Noncontrolling interests	191,833
Total Liabilities and Noncontrolling Interests	$	1,084,777

Summarized balance sheet and results of operations information for periods subsequent to the deconsolidation of Borgata on September 30, 2014 is as follows:

Balance Sheet Information	December 31,
(In thousands)	2015		2014
Current assets	$	97,935	$	100,297
Property and other long-term assets, net	1,149,337		1,196,339
Current liabilities	117,452		122,150
Long-term debt and other liabilities	687,307		762,609
Equity	455,685		411,877

Results of Operations Information	Twelve Months Ended			Three Months Ended
(In thousands)	December 31, 2015			December 31, 2014
Net revenues	$	804,166		$	179,147
Operating expenses	657,324			157,896
Operating income	146,842			21,251
Interest expense	59,681			17,431
Loss on early extinguishments of debt	18,895			740
State income tax expense (benefit)	(3,731		)	446
Net income	$	71,997		$	2,634

LVE Energy Partners, LLC

LVE was a joint venture between Marina Energy LLC and DCO ECH Energy, LLC. Through our wholly-owned subsidiary, Echelon Resorts, LLC ("Echelon Resorts"), we had entered into an Energy Sales Agreement ("ESA") with LVE to design, build, own and operate a central energy center and related distribution system for our planned Echelon resort development.

Accounting guidance required us to consolidate LVE for financial statement purposes, as we determined that we were the primary beneficiary of the executory contract, the ESA, giving rise to the variable interest.

In connection with the disposition of Echelon on March 4, 2013, (see Note 2, Acquisitions and Divestitures), we exercised an option to acquire the central energy center assets from LVE for $187.0 million. We immediately sold these assets to the buyer of Echelon and the ESA agreement was terminated. As a result, we ceased consolidation of LVE as of that date.

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2015		2014
Land	$	229,857	$	229,684
Buildings and improvements	2,539,578		2,534,618
Furniture and equipment	1,152,277		1,079,878
Riverboats and barges	238,743		239,669
Construction in progress	42,497		35,675
Other	7,404		11,502
Total property and equipment	4,210,356		4,131,026
Less accumulated depreciation	1,985,014		1,844,918
Property and equipment, net	$	2,225,342	$	2,286,108

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated. Other property and equipment relates to the estimated net realizable value of construction materials inventory that was not disposed of with the sale of the Echelon project. Such assets are not in service and are not currently being depreciated.

Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $179.9 million, $218.6 million and $232.0 million, respectively.

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Intangible Assets

12 Months Ended

Dec. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

INTANGIBLE ASSETS

Intangible assets consist of the following:

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

	December 31, 2014
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	2.9 years	$	139,600	$	(87,642	)	$	—		$	51,958
Favorable lease rates	33.4 years	45,370		(10,956		)	—			34,414
Development agreement	—	21,373		—			—			21,373
		206,343		(98,598		)	—			107,745
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(138,872		)	700,503
		1,002,836		(33,960		)	(142,372		)	826,504
Balance, December 31, 2014		$	1,209,179	$	(132,558	)	$	(142,372	)	$	934,249

Amortizing Intangible Assets

Customer Relationships

Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit.

Favorable Lease Rates

Favorable lease rates represent the rental rates for assumed land leases that are favorable to comparable market rates. The fair value is determined on a technique whereby the difference between the lease rate and the then current market rate for the remaining contractual term is discounted to present value. The assumptions underlying this computation include the actual lease rates, the expected remaining lease term, including renewal options, based on the existing lease; current rates of rent for leases on comparable properties with similar terms obtained from market data and analysis; and an assumed discount rate. The estimates underlying the result covered a term of 41 to 52 years.

Development Agreement

Development agreement is an acquired contract with a Native American tribe (the "Tribe") under which the Company has the right to assist the Tribe in the development and management of a gaming facility on the Tribe's land. This asset although amortizable, is not amortized until development is completed, which at December 31, 2015 remains indeterminate. In the interim, this asset is subject to periodic impairment reviews.

Indefinite Lived Intangible Assets

Trademarks

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade name. We used the following significant projections and assumptions to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit.

Gaming License Rights

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections and assumptions: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. In two instances, we determine the value of our gaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction.

Activity for the Years Ended December 31, 2015, 2014 and 2013

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

(In thousands)	Customer Relationships			Non-competition Agreement			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2013	$	130,941		$	2,846		$	36,503		$	21,373	$	186,800		$	741,175		$	1,119,638
Additions	—			—			—			—		4,687			—			4,687
Impairments	—			—			—			—		(3,200		)	(900		)	(4,100		)
Amortization	(45,674		)	(2,846		)	(1,045		)	—		—			—			(49,565		)
Balance, December 31, 2013	85,267			—			35,458			21,373		188,287			740,275			1,070,660
Additions	—			—			—			—		14			—			14
Impairments	—			—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	—			(1,044		)	—		—			—			(34,353		)
Other	—			—			—			—		(62,000		)	—			(62,000		)
Balance, December 31, 2014	51,958			—			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—			—		—			—			—
Impairments	—			—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	—			(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	$	26,306		$	—		$	33,373		$	21,373	$	126,001		$	683,001		$	890,054

Other activity during 2014 in the table above is primarily due to the effects of the deconsolidation of Borgata (see Note 3, Deconsolidation of Certain Interests).

Future Amortization

Customer relationships are being amortized on an accelerated basis over an approximate remaining two-year period. Favorable lease rates are being amortized on a straight-line basis over a weighted-average original useful life of 43.8 years. Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2016	$	14,870	$	1,043	$	15,913
2017	11,436		1,043		12,479
2018	—		1,043		1,043
2019	—		1,043		1,043
2020	—		1,043		1,043
Thereafter	—		28,158		28,158
Total future amortization	$	26,306	$	33,373	$	59,679

Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

Impairment Considerations

As a result of our annual impairment testing in the fourth quarter of 2015, we recognized a non-cash impairment charges of $17.5 million of a gaming license in our Midwest and South segment. This amount is included in impairments of assets in the consolidated statements of operations for the year ended December 31, 2015.

During the year ended 2014, we recognized a non-cash impairment charges of $38.3 million of gaming licenses in our Midwest and South segment, $1.4 million of gaming licenses in our Peninsula segment, and $0.3 million in Peninsula trademarks. During the year ended 2013, we recognized a non-cash impairment charges of $3.2 million in Peninsula trademarks and $0.9 million in gaming license rights at our Sam's Town Shreveport location.

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Goodwill

12 Months Ended

Dec. 31, 2015

Goodwill [Abstract]

Goodwill

GOODWILL

Goodwill consists of the following:

(In thousands)	Gross Carrying Value		Cumulative Amortization			Cumulative Impairment Losses			Goodwill, Net
Goodwill, net by Reportable Segment:
Las Vegas Locals	$	378,192	$	—		$	(165,479	)	$	212,713
Downtown Las Vegas	6,997		(6,134		)	—			863
Peninsula	471,734		—			—			471,734
Balance, December 31, 2015	$	856,923	$	(6,134	)	$	(165,479	)	$	685,310

Changes in Goodwill

During fourth quarter of 2013, the purchase price allocation for our November 2012 purchase of Peninsula Gaming, LLC, was finalized and resulted in a decrease to goodwill in an amount equal to the purchase price reduction of $9.6 million. There were no other changes to goodwill during the three year period ended December 31, 2015.

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Accrued Liabilities

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Accrued Liabilities

ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2015		2014
Payroll and related expenses	$	71,815	$	69,672
Interest	35,337		33,985
Gaming liabilities	37,496		35,698
Player loyalty program liabilities	18,491		19,058
Accrued liabilities	86,379		80,853
Total accrued liabilities	$	249,518	$	239,266

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Long-Term Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

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

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

			December 31, 2014
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2014		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.66	%	$	1,387,425	$	(3,589	)	$	(14,660	)	$	1,369,176
9.125% senior notes due 2018	9.13	%	500,000		—			(12,235		)	487,765
9.00% senior notes due 2020	9.00	%	350,000		—			(1,926		)	348,074
HoldCo Note	8.00	%	151,740		(11,743		)	(29		)	139,968
			2,389,165		(15,332		)	(28,850		)	2,344,983
Peninsula Segment Debt:
Bank credit facility	4.25	%	742,400		—			(23,593		)	718,807
8.375% senior notes due 2018	8.38	%	350,000		—			(8,942		)	341,058
Other	various		3		—			—			3
			1,092,403		—			(32,535		)	1,059,868
Total long-term debt			3,481,568		(15,332		)	(61,385		)	3,404,851
Less current maturities			29,753		—			—			29,753
Long-term debt, net			$	3,451,815	$	(15,332	)	$	(61,385	)	$	3,375,098

Boyd Gaming Corporation Debt

Bank Credit Facility

Credit Agreement

On August 14, 2013, we entered into a Third Amended and Restated Credit Agreement (the "Boyd Gaming Credit Facility"), among the Company, certain financial institutions, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender. The Boyd Gaming Credit Facility replaced the Second Amended and Restated Credit Agreement (the "Prior Credit Facility") dated as of December 17, 2010.

The Boyd Gaming Credit Facility provides for: (i) a $600.0 million senior secured revolving credit facility including a $100.0 million swing loan sublimit (the "Revolving Credit Facility"); (ii) a $250.0 million senior secured term A loan (the "Term A Loan"); and (iii) a $900.0 million senior secured term B loan (the "Term B Loan"). The Revolving Credit Facility and Term A Loan mature in August 2018 (or earlier upon the occurrence or non-occurrence of certain events); The Term B Loan matures in August 2020 (or earlier upon occurrence or non-occurrence of certain events). The Term A Loan and Term B Loan were fully funded on the closing date. Proceeds from the Boyd Gaming Credit Facility were used to refinance all outstanding obligations under the Prior Credit Facility and to fund transactions costs in connection with the Boyd Gaming Credit Facility and may be used for working capital and other general corporate purposes. During the year ended December 31, 2013, we recognized approximately $20.8 million of loss on the early extinguishment of the Prior Credit Facility.

The Boyd Gaming 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 the greater of: (i) $400.0 million to be comprised of increases to the Revolving Credit Facility and new or increased term loans plus $150.0 million of increases to the Revolving Credit Facility; and (ii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Secured Leverage Ratio (as defined in the Boyd Gaming Credit Agreement) to exceed 4.25 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Pursuant to the terms of the Boyd Gaming Credit Facility: (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; (ii) the loans under the Term B Loan will amortize in an annual amount equal to 1.00% of the original principal amount thereof, commencing December 31, 2013, payable on a quarterly basis; and (iii) beginning with the fiscal year ending December 31, 2014, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Boyd Gaming Credit Facility.

Amounts Outstanding

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

	December 31,
(In thousands)	2015		2014
Revolving Credit Facility	$	240,000	$	300,000
Term A Loan	183,275		221,375
Term B Loan	730,750		840,750
Swing Loan	55,700		25,300
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	1,209,725	$	1,387,425

At December 31, 2015 approximately $1.2 billion was outstanding under the Boyd Gaming Credit Facility and $7.1 million was allocated to support various letters of credit, leaving remaining contractual availability of $297.2 million.

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, Swing Loans 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 2.00% to 3.00% (if using the Eurodollar rate) and from 1.00% to 2.00% (if using the base rate). A fee of a percentage per annum (which ranges from 0.25% to 0.50% determined in accordance with a specified pricing grid based on the total leverage ratio) will be payable on the unused portions of the Revolving Credit Facility.

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

The "base rate" under the Boyd Gaming Credit Facility is the highest of (x) Bank of America's publicly-announced prime rate, (y) the federal funds rate plus 0.50%, or (z) the Eurodollar rate for a one month period plus 1.00%.

Optional and Mandatory Prepayments

Amounts outstanding under the Boyd Gaming Credit Facility may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain exceptions. The Boyd Gaming Credit Facility requires that the Company prepay the loans with proceeds of certain asset sales and issuances of certain additional secured indebtedness. In addition, it requires fixed quarterly amortization of principal equal to 1.25% for Term Loan A and 0.25% for Term Loan B of the original aggregate principal amount of the respective Term Loan, and requires that the Company use a portion of its annual excess cash flow as defined in the agreement to prepay the loans.

During the year ended December 31, 2015, the Company paid $21.5 million in mandatory principal payments and $126.6 million in optional principal prepayments. During the year ended December 31, 2014, the Company paid $21.5 million in mandatory principal payments and $61.0 million in optional principal prepayments. None of these payments were subject to any prepayment premium.

Guarantees and Collateral

The Company's obligations under the Boyd Gaming 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 Boyd Gaming Credit Facility.

Financial and Other Covenants

The Boyd Gaming Credit Facility contains certain financial and other covenants, including, without limitation, various covenants: (i) requiring the maintenance of a minimum consolidated interest coverage ratio 1.75 to 1.00; (ii) establishing a maximum permitted consolidated total leverage ratio (discussed below); (iii) establishing a maximum permitted secured leverage ratio (discussed below); (iv) imposing limitations on the incurrence of indebtedness; (v) imposing limitations on transfers, sales and other dispositions; and (vi) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Total Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through December 31, 2016	8.25	to	1.00
March 31, 2017 through December 31, 2017	8.00	to	1.00
March 31, 2018 and thereafter	7.75	to	1.00

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Secured Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Secured
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2015 through December 31, 2016	4.75	to	1.00
March 31, 2017 through December 31, 2017	4.50	to	1.00
March 31, 2018 and thereafter	4.25	to	1.00

Current Maturities of Our Indebtedness

We classified certain non-extending balances under the Boyd Gaming Credit Facility as a current maturity, as such amounts come due within the next twelve months.

Senior Notes

9.00% Senior Notes due July 2020

Significant Terms

On June 8, 2012, we issued $350 million aggregate principal amount of 9.00% senior notes due July 2020 (the "9.00% Notes"). The 9.00% Notes require semiannual interest payments on January 1 and July 1 of each year, commencing on January 1, 2013. The 9.00% Notes will mature on July 1, 2020 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 9.00% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restrictive subsidiaries (as defined in the indenture governing the 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 in control (as defined in the indenture governing the notes), we will be required, unless certain conditions are met, to offer to repurchase the notes at a price equal to 101% of the principal amount of the 9.00% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to purchase the notes.

At any time prior to July 1, 2016, we may redeem the 9.00% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding, the applicable redemption date, plus a make whole premium. Subsequent to July 1, 2016, we may redeem all or a portion of the 9.00% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 104.50% in 2016 to 100% in 2018 and thereafter, plus accrued and unpaid interest.

Senior Notes

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "6.875% Notes"). The 6.875% Notes require semi-annual interest payments on May 15 and November 15 of each year, commencing on November 15, 2015. The 6.875% Notes will mature on May 15, 2023 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 6.875% Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 6.875% Notes, together, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 6.875% Notes at a price equal to 101% of the principal amount of the 6.875% Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to offer to purchase the 6.875% Notes.

At any time prior to May 15, 2018, we may redeem the 6.875% Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. Subsequent to May 15, 2018, we may redeem all or a portion of the 6.875% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156% in 2018 to 100% in 2021 and thereafter, plus accrued and unpaid interest and Additional Interest.

Debt Financing Costs

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

Senior Notes

9.125% Senior Notes due December 2018

During second quarter 2015 we redeemed all of our 9.125% Senior Notes due December 2018 (the "9.125% Notes") at a redemption price of 104.563% plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 9.125% Notes) to the redemption date. The redemption resulted in premium and consent fees paid of $24.0 million and a write-off of unamortized debt financing costs of $4.9 million, all of which were recognized as loss on early extinguishments of debt in our second quarter 2015 financial results.

As a result of this redemption, the 9.125% Notes have been fully extinguished.

HoldCo Note

As part of the consideration paid in the acquisition of Peninsula, Boyd Acquisition II, LLC ("HoldCo") issued a promissory note to the seller (the "HoldCo Note"). The principal balance assigned to the HoldCo Note, after purchase accounting period adjustments, was $143.0 million. The HoldCo Note provided for interest at a per annum rate equal to: (i) from the issue date to, but excluding the first anniversary of the issue date, zero percent; (ii) from the first anniversary of the issue date to but excluding the second anniversary of the issue date, six percent; (iii) from the second anniversary of the issue date to but excluding the third anniversary of the issue date, eight percent; and (iv) from and after the third anniversary of the issue date, ten percent. At the option of HoldCo, interest could be paid in cash or paid-in-kind. Accrued but unpaid interest was added to the principal balance of the HoldCo Note semi-annually. In accordance with its terms, $6.1 million and $8.7 million of accrued and unpaid interest was added to the principal balance of the HoldCo Note during 2015 and 2014, respectively.

HoldCo could prepay the obligations under the HoldCo Note at any time, in whole or in part, without premium or penalty. On November 6, 2015, HoldCo prepaid the HoldCo Note's principal balance of $157.8 million and $5.8 million of related accrued interest. As a result of this redemption, the Company recorded a loss on early extinguishment of debt of $7.9 million during fourth quarter 2015 to write-off the remaining unamortized discount and deferred finance charges.  The redemption was funded with borrowings under the Boyd Gaming Credit Facility.

Peninsula Segment Debt

Peninsula Credit Facility

Credit Agreement

On November 20, 2012, Boyd completed its previously announced acquisition of Peninsula pursuant to the Merger Agreement and Merger Sub entered into a Credit Agreement (the "Peninsula Credit Agreement") dated as of November 14, 2012, with the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender, and L/C issuer. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, Peninsula assumed all assets and liabilities of Merger Sub and became the borrower under the Credit Agreement (as defined below) and, together with Peninsula Gaming Corp. upon consummation of the Finance Company Merger, the issuer of Peninsula Senior Notes (as defined below).

The Peninsula Credit Agreement provides for a $875.0 million senior secured credit facility (the "Peninsula Credit Facility"), which consists of (a) a term loan facility of $825.0 million (the "Peninsula Term Loan") and (b) a revolving credit facility of $50.0 million including a $15.0 million swing loan sublimit (the "Peninsula Revolver"). The Peninsula Term Loan was fully funded concurrently with the closing of the Peninsula Merger. A portion of the Peninsula Revolver was funded concurrently with the closing of the acquisition. The maturity date for obligations under the Peninsula Credit Facility is November 17, 2017.

First Amendment to the Peninsula Credit Agreement

On May 1, 2013, Peninsula entered into the First Amendment to the Peninsula Credit Agreement (the "Peninsula Amendment"), among Peninsula, certain financial institutions and Bank of America, N.A. ("Bank of America"), as administrative agent (in such capacity, "Administrative Agent") for the lenders. The Peninsula Amendment amends certain terms of the Peninsula Credit Agreement.

Among other things, the Peninsula Amendment: (i) decreases the applicable margin with respect to the Term Loan to 3.25% in the case of Eurodollar Rate Loans and 2.25% in the case of Base Rate Loans; (ii) reduces the minimum Eurodollar Rate with respect to the Term Loan to 1.00% per annum; (iii) requires the Company to pay a premium of 1.00% of the principal amount prepaid for full or partial repayments of Term Loans through the issuance of indebtedness having a lower interest rate than described in clause (i) above during the period of six calendar months after the effective date of the Peninsula Amendment and requires payment of an amendment fee of 1.00% during such period payable to lenders who consent to any such reduced interest rate; (iv) extends the deadline for delivery of year-end reports to 90 days after the end of each fiscal year of the Company; (v) clarifies the definition of Consolidated Adjusted EBITDA with respect to management fees; and (vi) allows quarterly amortization installments to be paid prior to the last day of the applicable quarter.

Amounts Outstanding

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

	December 31,
(In thousands)	2015		2014
Term Loan	$	647,750	$	734,000
Revolving Facility	9,000		2,000
Swing Loan	6,000		6,400
Total outstanding principal amounts under the Peninsula Credit Facility	$	662,750	$	742,400

At December 31, 2015, approximately $662.8 million was outstanding under the Peninsula Credit Facility and $5.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $30.0 million.

Interest and Fees

The interest rate on the outstanding balance of the Peninsula Term Loan is based upon, at Peninsula's option either: (i) the Eurodollar rate plus 3.25%; or (ii) the base rate plus 2.25%. The interest rate on the outstanding balance from time to time of the Revolving Loans and Swing Loans are based upon, at Peninsula's option either: (i) the Eurodollar rate plus 4.00%; or (ii) the base rate plus 3.00%. The base rate under the Peninsula Credit Facility is 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 Peninsula Credit Facility also establishes, with respect to outstanding balances under the Term Loan, a minimum Eurodollar rate for any interest period of 1.00%. In addition, Peninsula will incur a commitment fee on the unused portion of the Peninsula Credit Facility at a per annum rate of 0.50%.

Optional and Mandatory Prepayments

The Peninsula Credit Facility requires that the Company prepay the loans with proceeds of any significant asset sale or event of loss. In addition, the Peninsula Credit Facility requires fixed quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the Peninsula Term Loan beginning March 31, 2013 and requires that the Company use a portion of its annual excess cash flow to prepay the loans. The Peninsula Revolver can be terminated without premium or penalty, upon payment of the outstanding amounts owed with respect thereto. The Peninsula Term Loan can be prepaid without premium or penalty, except that a 1.0% premium would have been payable in connection with prepayments of the Peninsula Term Loan during the period of six calendar months after the effective date of the Peninsula Amendment through the issuance of indebtedness having a lower interest rate than the interest rate payable in respect of the Peninsula Term Loan.

During the years ended December 31, 2015 and 2014, the Company paid $8.3 million each year in mandatory principal payments and $78.0 million and $42.5 million, respectively, in optional principal prepayments. None of these payments were subject to any prepayment premium.

Guarantees and Collateral

Peninsula's obligations under the Peninsula Credit Facility, subject to certain exceptions, are guaranteed by Peninsula's subsidiaries and are secured by the capital stock and equity interests of Peninsula's subsidiaries. In addition, subject to certain exceptions, Peninsula and each of the guarantors granted the collateral agent first priority liens and security interests on substantially all of the real and personal property (other than gaming licenses and subject to certain other exceptions) of Peninsula and its subsidiaries as additional security for the performance of the obligations under the Peninsula Credit Facility. The obligations under the Revolver rank senior in right of payment to the obligations under the Term Loan.

Financial and Other Covenants

The Peninsula Credit Facility contains customary affirmative and negative covenants which, subject to certain exceptions, restrict or limit Peninsula’s ability and the ability of its restricted subsidiaries (as defined in the Peninsula Credit Agreement), to, among other things: (i) create liens on certain assets; (ii) make certain investments or dispositions; (iii) incur additional debt; (iv) consolidate or merge; (v) enter into certain transactions with affiliates; (vi) engage in any business substantially different from that in which they were engaged at the closing date of the Peninsula Credit Agreement; and (vii) make restricted payments, other than those allowed by the Peninsula Credit Agreement ("Restricted Payments"). Restricted Payments primarily include: (i) dividends and distributions to the Company; (ii) the Tax Amount (as defined in the Peninsula Credit Agreement), so long as Peninsula remains a pass-through entity for United States federal income tax purposes; and (iii) cash dividends to the extent no event of default would be caused, financial covenants would not exceed or be outside of applicable ratios, and the aggregate amount of all Restricted Payments does not exceed $20.0 million plus the excess cash flow not required to repay loans.

Peninsula is required to maintain: (i) maximum consolidated interest coverage ratio over each twelve month period ending on the last fiscal day of each quarter (discussed below); (ii) beginning with the fiscal quarter ended March 31, 2013, a minimum consolidated interest coverage ratio of 2.0 to 1.0 as of the end of each calendar quarter; and (iii) a maximum amount of capital expenditures for each fiscal year.

The minimum consolidated Interest Coverage Ratio is calculated as (a) the twelve-month trailing Consolidated EBITDA (as defined in the Peninsula Credit Agreement), to (b) consolidated interest expense.

The maximum permitted Consolidated Leverage Ratio (as defined in the Peninsula Credit Agreement) is calculated as Consolidated Fund Indebtedness less Excess Cash to twelve-month trailing Consolidated EBITDA. The following table provides our maximum Consolidated Leverage Ratio during the remaining term of the Peninsula Credit Facility:

	Maximum Consolidated
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through June 30, 2016	6.00	to	1.00
September 30, 2016 through December 31, 2016	5.75	to	1.00
March 31, 2107 through June 30, 2017	5.50	to	1.00
September 30, 2017 and thereafter	5.25	to	1.00

Capital Expenditures should not be made by Peninsula or any of its Restricted Subsidiaries (excluding: (i) capital expenditures which adds to or improves any existing property; and (ii) capital expenditures made prior to the first anniversary of the Funding Date relating to integration and/or transition of business systems) in an aggregate amount in excess of $20.0 million in any fiscal year; provided that no default has occurred and is continuing or would result from such expenditure.

Restricted Net Assets

Cash dividends by Peninsula to the Company are limited by the terms of the Peninsula Credit Agreement and are contingent upon compliance with the loan covenants therein. This limitation on the transferability of assets constitutes a restriction of Peninsula's net assets and is subject to certain exceptions.

Debt Financing Costs

In conjunction with the Peninsula Credit Facility and Amendment, we incurred approximately $33.8 million and $8.2 million, respectively, which has been deferred as debt financing costs and is being amortized over the term of the Peninsula Credit Facility using the effective interest method. We also incurred $2.0 million in other fees that were expensed upon execution of the Amendment and are included in other non-operating items in the consolidated statements of operations for the year ended December 31, 2013.

As a result of optional prepayments made during the years ended December 31, 2015, 2014 and 2013, we wrote-off $2.1 million, $1.5 million and $1.3 million, respectively, in deferred debt financing costs representing the pro-rated reduction in borrowing capacity.

Current Maturities of Our Indebtedness

We classified certain non-extending balances under the Peninsula Credit Facility as a current maturity, as such amounts come due within the next twelve months.

Peninsula Senior Notes

8.375% Senior Notes due February 2018

Significant Terms

On August 16, 2012, we closed an offering of $350 million aggregate principal amount of 8.375% senior notes due February 2018 (the "8.375% Notes") by Merger Sub and Boyd Acquisition Finance Corp. ("Boyd Finance Co.," and together with Merger Sub, the "Issuers"), a direct wholly owned subsidiary of Merger Sub. The 8.375% Notes were issued pursuant to an Indenture dated August 16, 2012 (the "Indenture") by and among the Issuers, and U.S. Bank National Association, as trustee (the "Trustee"). The consummation of the acquisition of Peninsula occurred on November 20, 2012, at which time, Peninsula and Peninsula Gaming Corporation assumed the obligations of the Merger Sub and Boyd Finance Co. and became the Issuers under the Indenture. The Indenture provides that the 8.375% Notes bear interest at a rate of 8.375% per annum. The Notes mature on February 15, 2018.

Prior to the consummation of the acquisition, the 8.375% Notes were not guaranteed. Upon the consummation of the acquisition, the 8.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by Peninsula's subsidiaries (other than PGP). The8.375% Notes contain certain restrictive covenants that, subject to exceptions and qualifications limit Peninsula’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to, among other things, (i) incur additional indebtedness or liens, (ii) consolidate or merge, and (iii) pay dividends or make distributions which would cause default, violate covenant ratios or exceed certain calculated amounts. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the notes at a price equal to 101% of the principal amount of the 8.375% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required, under certain circumstances, to offer to purchase the 8.375% Notes.

Subsequent to August 15, 2015, Peninsula may redeem all or a portion of the 8.375% Notes at redemption prices (expressed as percentages of the principal amount) of 104.188% through August 14, 2016 and at a redemption price of 100% beginning August 15, 2016 and thereafter, plus accrued and unpaid interest. In addition, upon the occurrence of a change of control (as defined in the Indenture), Peninsula will be required, unless certain conditions are met, to offer to repurchase the 8.375% Notes at a price equal to 101% of the principal amount of the 8.375% Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. If Peninsula sells assets or experiences an event of loss, they will be required under certain circumstances to offer to purchase the Notes.

The 8.375% Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, (the "Securities Act") and will be offered only to: (i) qualified institutional buyers as defined in Rule 144A under the Securities Act; and (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Debt Financing Costs

In conjunction with the issuance of the 8.375% Notes, we incurred approximately $14.2 million in debt financing costs that have been deferred and are being amortized over the term of the 8.375% Notes using the effective interest method.

Covenant Compliance

As of December 31, 2015, we believe that Boyd Gaming Corporation and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.

The indentures governing the notes issued by each of the Businesses contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Business's consolidated EBITDA to fixed charges, including interest) for the Business's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, each Business may still borrow under its existing credit facility. At December 31, 2015, the available borrowing capacity under these credit facilities was $297.2 million at Boyd Gaming Corporation and $30.0 million at Peninsula.

Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

(In thousands)	Boyd Gaming		Peninsula Segment		Total
For the year ending December 31,
2016	$	21,500	$	8,250	$	29,750
2017	21,500		654,500		676,000
2018	462,975		350,000		812,975
2019	9,000		—		9,000
2020	1,044,750		—		1,044,750
Thereafter	750,000		—		750,000
Total outstanding principal of long-term debt	$	2,309,725	$	1,012,750	$	3,322,475

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

Deferred tax assets and liabilities presented on the consolidated balance sheets are as follows:

	December 31,
(In thousands)	2015		2014
Current deferred tax liability	$	—	$	3,087
Non-current deferred tax liability	162,189		142,263
Current deferred tax asset	—		(117		)
Net deferred tax liability	$	162,189	$	145,233

The components comprising our deferred tax assets and liabilities are as follows:

	December 31,
(In thousands)	2015			2014
Deferred tax assets
Federal net operating loss carryforwards	$	308,738		$	312,113
State net operating loss carryforwards	47,711			41,395
Share-based compensation	32,524			35,122
Other	43,936			42,554
Gross deferred tax assets	432,909			431,184
Valuation allowance	(247,761		)	(261,962		)
Deferred tax assets, net of valuation allowance	185,148			169,222
Deferred tax liabilities
Difference between book and tax basis of intangible assets	216,655			202,089
Difference between book and tax basis of property	105,732			86,280
State tax liability, net of federal benefit	13,428			11,980
Other	11,522			14,106
Gross deferred tax liabilities	347,337			314,455
Deferred tax liabilities, net	$	162,189		$	145,233

At December 31, 2015, we have unused federal general business tax credits of approximately $10.7 million which may be carried forward or used until expiration beginning in 2030 and alternative minimum tax credits of $1.1 million which may be carried forward indefinitely. We have a federal income tax net operating loss of approximately $912.7 million, which may be carried forward or used until expiration beginning in 2031. We also have state income tax net operating loss carryforwards of approximately $653.5 million, which may be used to reduce future state income taxes. The state net operating loss carryforwards will expire in various years ranging from 2016 to 2034, if not fully utilized.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by approximately $14.9 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized.

Valuation Allowance on Deferred Tax Assets

Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. A significant piece of objective negative evidence evaluated was the cumulative losses incurred over the three-year periods ended December 31, 2015, 2014 and 2013.

As of December 31, 2015, we concluded that it was more likely than not that the benefit from certain deferred tax assets would not be realized. As a result of our analysis, a valuation allowance of $200.5 million has been recorded on our federal income tax net operating loss carryforwards and certain other deferred tax assets at December 31, 2015. The amount of the deferred tax assets at December 31, 2015 considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for profitable growth. A valuation allowance in the amount of $47.3 million has also been recorded on a material portion of our state income tax operating losses, along with certain other state deferred tax assets, which are not presently expected to be realized.

Based on recent earnings, there is a possibility that, within the next year, sufficient positive evidence may become available to reach a conclusion that all or a portion of the valuation allowance will no longer be needed. As such, the Company may release a portion of its valuation allowance against its deferred tax assets within the next 12 months. However, the exact timing will be dependent on the levels of income achieved and management’s visibility into future period results. The release of our valuation allowance would result in the recognition of certain deferred tax assets and a non-cash income tax benefit in the period in which the release is recorded.

Provision (Benefit) for Income Taxes

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Current
Federal	$	—		$	442		$	—
State	2,052			(289		)	368
Total current taxes provision (benefit)	2,052			153			368
Deferred
Federal	(10,033		)	(1,896		)	5,666
State	807			2,496			(2,684		)
Total deferred taxes provision (benefit)	(9,226		)	600			2,982
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes from discontinued operations	—			—			5,884
Provision (benefit) for income taxes from continuing and discontinued operations	$	(7,174	)	$	753		$	9,234

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

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

Our tax provision for the year ended December 31, 2013 was adversely impacted by a valuation allowance on our federal and state income tax net operating losses and certain other deferred tax assets. The tax provision was favorably impacted by the partial resolution of certain proposed adjustments raised in connection with our 2005-2009 IRS examination, which principally resulted in the reversal of interest accrued on unrecognized tax benefits.

Additionally, the tax provision or benefit in 2015, 2014 and 2013 was adversely impacted by an accrual of non-cash tax expense in connection with the tax amortization of indefinite lived intangible assets that was not available to offset existing deferred tax assets. The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets in determining our valuation allowance.

The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income from continuing operations before income taxes:

	Year Ended December 31,
	2015		2014		2013
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Uncertain tax benefits	(43.3	)%	—	%	—	%
Company provided benefits	15.5	%	(4.1	)%	0.1	%
Accrued interest on uncertain tax benefits	(15.0	)%	(3.0	)%	3.7	%
Valuation allowance for deferred tax assets	(11.1	)%	(38.7	)%	(35.1	)%
State income taxes, net of federal benefit	7.1	%	(5.4	)%	2.0	%
Compensation-based credits	(6.2	)%	3.8	%	1.4	%
Noncontrolling interests	—	%	12.9	%	(9.4	)%
Other, net	0.1	%	(2.4	)%	(0.6	)%
Effective tax rate	(17.9	)%	(1.9	)%	(2.9	)%

Status of Examinations

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

In August 2013, we received a $4.2 million refund in connection with Joint Committee approval of our 2001-2004 IRS appeals settlement.

We generated net operating losses on our federal income tax returns for years 2011 - 2015. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized.

We are also currently under examination for various state income and franchise tax matters. As it relates to our material state returns, we are subject to examination for tax years ended on or after December 31, 2001, and the statute of limitations will expire over the period September 2016 through November 2019.

We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of these examinations may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements.

Other Long-Term Tax Liabilities

The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Our liability for uncertain tax positions is recorded as other current tax liabilities and other long-term tax liabilities in our consolidated balance sheets.

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Unrecognized tax benefit, beginning of year	$	30,198		$	37,059		$	38,423
Additions:
Tax positions related to current year	—			487			562
Tax positions related to prior years	—			—			138
Reductions:
Tax positions related to the Deconsolidation of Borgata	—			(6,221		)	—
Lapse of applicable statute of limitations	—			(1,097		)	—
Tax position related to prior years	(27,716		)	(30		)	(2,064		)
Settlement with taxing authorities	—			—			—
Unrecognized tax benefits	$	2,482		$	30,198		$	37,059

Included in the $2.5 million balance of unrecognized tax benefits at December 31, 2015, are $2.5 million of federally tax effected benefits that, if recognized, would impact the effective tax rate. We recognize interest related to unrecognized tax benefits in our income tax provision. During the years ended December 31, 2015, we recognized interest and penalties of approximately $0.1 million in our tax provision. During the years ended December 31, 2015 and 2014 we recognized interest related benefits, due to favorable settlements, of $6.5 million and $1.1 million, respectively, in our income tax provision. We have accrued $0.7 million and $7.2 million of interest and penalties as of December 31, 2015 and 2014, respectively, in our consolidated balance sheets.

During the first quarter of 2015, we received Joint Committee approval on our IRS appeals agreement, effectively settling our 2005 through 2009 examination. During the third quarter of 2015, we received a final audit determination in connection with our New Jersey examination, effectively settling years 2003 through 2009. As a result of the resolution of these audits, we reduced our unrecognized tax benefits by $27.7 million, of which $19.7 million impacted our effective tax rate. Due to the utilization of tax loss carryforwards in certain states, the statute of limitations remain open with respect to years in which the tax losses are utilized. When these years close, unrecognized tax benefits may be realized. As a result of these statute expirations, it is reasonably possible over the next 12 month period that we may experience a decrease in our unrecognized tax benefits as of December 31, 2015, of less than $0.2 million, all of which would impact our effective tax rate.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

Kansas Management Contract

On January 14, 2011, the Kansas Management Contract was approved by the Kansas Racing and Gaming Commission ("KRGC"), contractually obligating Kansas Star to open certain phases of the project by certain specified dates. All required development under the Kansas Management Contract was complete as of December 31, 2014.

As part of the Kansas Management Contract, Kansas Star committed to donate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in Selling, general and administrative expenses on the consolidated statements of operations.

Mulvane Development Agreement

On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds. 

As of December 31, 2015, all infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. In connection with the Merger, the Company's obligation under this agreement was revalued to fair value as of the Merger date. As of December 31, 2015 and 2014, under the Mulvane Development Agreement, Kansas Star recorded $1.7 million at each date, which is included in accrued liabilities on the consolidated balance sheets and $9.6 million, net of a $4.6 million discount, and $10.3 million, net of a $5.1 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.7 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star.

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of 10 years commencing December 20, 2011.

Minimum Assessment Agreement

In 2007, Diamond Jo Dubuque ("DJL") entered a Minimum Assessment Agreement with the City of Dubuque. Under the Minimum Assessment Agreement, DJL and the City agreed to a minimum taxable value related to the new casino of $57.9 million.  DJL agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value.  Scheduled payments of principal and interest on the City Bonds will be funded through DJL's payment obligations under the Minimum Assessment Agreement.  DJL is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

As a result of purchase accounting the Minimum Assessment Agreement obligation was revalued to fair value. Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2015 and 2014, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $14.4 million, net of a $2.9 million discount, and $14.7 million, net of a $3.0 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by DJL under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

Public Parking Facility Agreement

DJL has an agreement with the City for use of the public parking facility adjacent to DJL's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $65 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by DJL are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life.

Iowa Qualified Sponsoring Organization Agreements

DJL and Diamond Jo Worth ("DJW") are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with DJL and DJW, 4.50% and 5.76%, respectively, of the casino’s adjusted gross receipts on an ongoing basis. DJL expensed $3.0 million, $2.8 million, and $3.0 million, during the years ended December 31, 2015, 2014, and 2013, respectively, related to its agreement. DJW expensed $5.0 million, $4.8 million, and $5.0 million, during the years ended December 31, 2015, 2014, and 2013, respectively, related to its agreement. The DJL agreement expires on December 31, 2018. The DJW agreement was amended during 2014 and expires on March 31, 2025, and is subject to automatic ten-year renewal periods.

Development Agreement

In September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with a Native American tribe (the "Tribe"). The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist the Tribe in the development and management of a gaming facility on the Tribe's land.

In July 2012, the Company and the Tribe amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligate us to fund certain pre-development costs, which are estimated to be approximately $1 million to $2 million annually, for the next several years and to assist the Tribe in its development and oversight of the gaming facility construction. Upon opening, we will manage the gaming facility. The pre-development costs funded by us are reimbursable to us with future cash flows from the operations of the gaming facility under terms of a note receivable from the Tribe.

The Agreements provide that the Company will receive future revenue for its services to the Tribe contingent upon successful development of the gaming facility and based on future net revenues at the gaming facility. Development is in the preliminary stages and no time schedule has been established as to when the Tribe will be able to formalize plans and begin construction.

Future Minimum Lease Payments and Rental Income

Future minimum lease payments required under noncancelable operating leases, which are primarily related to land leases are as follows:

(In thousands)	Lease Obligations
For the year ending December 31,
2016	$	40,924
2017	44,264
2018	17,218
2019	15,325
2020	13,492
Thereafter	388,213
Total	$	519,436

Rent expense included in selling, general and administrative expenses on the accompanying consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013 was $29.0 million, $36.6 million, and $38.6 million, respectively, and primarily relates to land leases and advertising-related expenses.

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties are as follows:

(In thousands)	Total Rental Income
For the year ending December 31,
2016	$	1,507
2017	1,370
2018	1,144
2019	634
2020	78
Thereafter	228
Total	$	4,961

Contingencies

Legal Matters

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

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Stockholders' Equity and Stock Incentive Plans

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity and Stock Incentive Plans

STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

We have in the past, and may in the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine from time to time. In July 2008, our Board of Directors authorized an amendment to an existing share repurchase program to increase the amount of common stock that can be repurchased to $100 million, and $92.1 million of this authorization remains available at December 31, 2015. We are not obligated to repurchase any shares under this program, and no shares were repurchased during the years ended December 31, 2015, 2014 or 2013.

Subject to applicable corporate securities laws, repurchases under our stock repurchase program may be made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding notes and our Boyd Gaming Credit Facility.

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding notes and the Boyd Gaming Credit Facility. No dividends were declared during the years ended December 31, 2015, 2014 or 2013.

Stock Incentive Plan

In May 2012, the Company's stockholders approved the 2012 Stock Incentive Plan (the "2012 Plan"), which amended and restated the Company's 2002 Stock Incentive Plan (the "2002 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) increase the maximum number of shares of the Company's common stock authorized for issuance over the term of the 2012 Plan by 4 million shares from 17 million to 21 million shares, (c) permit the future grant of certain equity-based awards, including awards designed to constitute performance-based compensation under Section 162(m) of the Internal Revenue Code, and (d) make certain other changes. Under our 2012 Plan, approximately 2.6 million shares remain available for grant at December 31, 2015. The number of authorized but unissued shares of common stock under this 2012 Plan as of December 31, 2015 was approximately 11.8 million shares.

Grants made under the 2012 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

Stock Options

Options granted under the 2012 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been granted under the 2012 Plan had an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant.

Summarized stock option plan activity is as follows:

	Options		Weighted Average Option Price		Weighted Average Remaining Term	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	10,826,004		$	23.98
Granted	544,330		9.86
Canceled	(378,202	)	20.67
Exercised	(1,848,222	)	7.44
Outstanding at December 31, 2013	9,143,910		26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	4,605,055		$	26.14	3.7	$	21,058
Exercisable at December 31, 2014	6,459,687		$	27.52	3.4	$	12,662
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145

Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model.

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2015:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
$5.22-$6.70	599,049	6.2	$	5.88	599,049	$	5.88
7.55-8.34	553,204	4.6	8.16		553,204	8.16
9.86	416,778	7.9	9.86		260,848	9.86
11.57	244,351	8.9	11.57		81,454	11.57
19.98	200,673	9.8	19.98		—	—
33.31	25,000	2.0	33.31		25,000	33.31
38.11	380,000	1.9	38.11		380,000	38.11
39.00	1,195,500	0.8	39.00		1,195,500	39.00
39.78	965,500	1.8	39.78		965,500	39.78
42.69	25,000	0.8	42.69		25,000	42.69
$5.22-$42.69	4,605,055	3.7	$	26.14	4,085,555	$	27.65

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2015, 2014 and 2013 was $11.1 million, $2.5 million, and $9.5 million, respectively. The total fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was approximately $1.9 million, $2.3 million, and $3.0 million, respectively. As of December 31, 2015, there was approximately $1.7 million of total unrecognized share-based compensation costs related to unvested stock options, which is expected to be recognized over approximately 0.8 years, the weighted-average remaining requisite service period.

Restricted Stock Units

Our 2012 Plan provides for the grant of Restricted Stock Units ("RSUs"). An RSU is an award which may be earned in whole, or in part, upon the passage of time, and which may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2012 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant.

We annually award RSUs to certain members of our Board of Directors. Each RSU is to be paid in shares of common stock upon the member’s cessation of service to the Company. These RSUs were issued for past service; therefore, they are expensed on the date of issuance.

We also grant RSUs to members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. An RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period.

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	2,371,147
Granted	1,018,978		$10.03
Canceled	(46,131	)
Awarded	(588,195	)
Outstanding at December 31, 2013	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826

As of December 31, 2015, there was approximately $7.3 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 2.4 years.

Performance Stock Units

Our 2012 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan.

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics for net revenue growth, EBITDA growth and customer service scores, all of which are determined on a comprehensive annual three-year growth rate. Based upon actual and combined achievement, the number of shares awarded could range fromzero, if no conditions are met, a50%payout if only threshold performance is achieved, a payout of100%for target performance, or a payout of up to200%of the original award for achievement of maximum performance. Each condition weighs equally and separately in determining the payout, and based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

These PSUs will vestthree yearsfrom the service inception date,during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly.

Performance Shares Vesting

The PSU grant awarded in December 2011 vested during first quarter 2015. A total of 654,478 common shares, representing approximately 1.67 shares per PSU, were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of the grant. The actual achievement level under these award metrics equaled the estimated performance as of year-end 2014; therefore, the vesting of the PSUs did not impact compensation costs in our 2015 condensed consolidated statement of operations.

As provided under the provisions of our Stock Incentive Plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs. Of the 654,478 shares issued, a total of 177,274 shares were surrendered by the participants for this purpose, resulting in a net issuance of 477,204 shares due to the vesting of the 2011 grant.

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	829,130
Granted	—
Canceled	(7,497	)
Awarded	—
Outstanding at December 31, 2013	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480

The Company approved the issuance of approximately 380,000 PSUs to participating employees during fourth quarter 2013. The performance criteria for these PSUs were set subsequent to year-end 2013, so these PSUs were not considered granted for accounting purposes as of December 31, 2013, and are included in the shares granted during 2014 in the table above. As of December 31, 2015, there was approximately $2.0 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 2.4 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 1.1 million shares will be issued to settle the PSUs outstanding at December 31, 2015.

Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2012 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	702,826
Granted	200,043		$6.78
Canceled	(125	)
Awarded	(8,437	)
Outstanding at December 31, 2013	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575

As of December 31, 2015, there was approximately $1.1 million of total unrecognized share-based compensation costs related to unvested Career Shares.

Share-Based Compensation

We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Stock Options	$	2,821	$	2,733	$	2,666
Restricted Stock Units	9,909		8,010		10,610
Performance Stock Units	5,135		6,537		3,678
Career Shares	1,399		1,196		1,937
Total share-based compensation costs	$	19,264	$	18,476	$	18,891

The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2015		2014			2013
Gaming	$	393	$	387		$	351
Food and beverage	75		74			67
Room	36		35			32
Selling, general and administrative	1,996		1,965			1,787
Corporate expense	16,764		16,207			16,654
Other operating items, net	—		(192		)	—
Total share-based compensation expense	$	19,264	$	18,476		$	18,891

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Noncontrolling Interest

12 Months Ended

Dec. 31, 2015

Noncontrolling Interest [Abstract]

Noncontrolling Interest

NONCONTROLLING INTEREST

Noncontrolling interest primarily represents: (i) until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Holding Company held by the Divestiture Trust for the economic benefit of MGM, which was initially recorded at fair value at the March 24, 2010 date of the effective change in control; and (ii) until the Echelon sale, which closed on March 4, 2013, all 100% of the members' equity interest in LVE, the variable interest entity which had been consolidated in our financial statements, but in which we held no equity interest.

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			LVE			Other		Total
Beginning balance, January 1, 2013	$	208,277		$	(44,961	)	$	20	$	163,336
Capital contributions	—			—			—		$	—
Attributable net loss	(27,847		)	(443		)	—		(28,290		)
Comprehensive income	—			—			—		—
Deconsolidation of LVE on March 4, 2013	—			45,404			—		45,404
Balance, December 31, 2013	180,430			—			20		180,450
Capital contributions	—			—			30		30
Attributable net income	11,403			—			—		11,403
Comprehensive income	—			—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—			—		(191,833		)
Balance, December 31, 2014	—			—			50		50
Capital contributions	—			—			—		—
Attributable net income (loss)	—			—			—		—
Comprehensive income	—			—			—		—
Balance, December 31, 2015	$	—		$	—		$	50	$	50

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

These inputs create the following fair value hierarchy:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Balances Measured at Fair Value

The following tables show the fair values of certain of our financial instruments:

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

	December 31, 2014
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	145,341	$	145,341	$	—	$	—
Restricted cash	18,107		18,107		—		—
Investment available for sale	18,357		—		—		18,357
Liabilities
Merger earnout	$	75	$	—	$	—	$	75
Contingent payments	3,792		—		—		3,792

Cash and Restricted Cash

The fair value of our cash and cash equivalents, classified in the fair value hierarchy as Level 1, is based on statements received from our banks at December 31, 2015 and 2014.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $21.4 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 2015 and 2014. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets. At both December 31, 2015 and 2014, $0.4 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2015 and 2014, $17.4 million and $18.0 million, respectively, is included in investment on the consolidated balance sheets. The discount associated with this investment of $3.2 million and $3.3 million as of December 31, 2015 and 2014, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

Contingent Payments

In connection with securing the Kansas Management Contract, Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star’s earnings before interest expense, taxes, depreciation and amortization ("EBITDA") each month for a period of ten years commencing December 20, 2011. The liability was initially recorded upon consummation of the Merger, at the estimated fair value of the contingent land purchase price using a discounted cash flows approach. At both December 31, 2015 and December 31, 2014, there was a current liability of $0.9 million related to this agreement, which was recorded in accrued liabilities on the respective consolidated balance sheets, and long-term obligations of $2.7 million and $2.9 million, respectively, which were included in other liabilities on the respective consolidated balance sheets.

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Deposits	—			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	125			75			(723		)
Included in other comprehensive income (loss)	(263		)	—			—
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Ending balance at December 31, 2015	$	17,839		$	—		$	(3,632	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	125		$	—		$	—
Included in interest expense	—			—			(627		)
Included in non-operating income	—			—			(96		)

	December 31, 2014
	Assets						Liabilities
(In thousands)	Investment Available for Sale			CRDA Deposits			Merger Earnout			Contingent Payments
Balance at January 1, 2014	$	17,128		$	4,613		$	(1,125	)	$	(4,343	)
Deposits	—			5,481			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	119			(1,798		)	1,050			(274		)
Included in other comprehensive income (loss)	1,465			—			—			—
Purchases, sales, issuances and settlements:
Settlements	(355		)	(259		)	—			825
Deconsolidation of Borgata on September 30, 2014	—			(8,037		)	—			—
Ending balance at December 31, 2014	$	18,357		$	—		$	(75	)	$	(3,792	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	119		$	—		$	—		$	—
Included in interest expense	—			—			—			(734		)
Included in non-operating income	—			—			—			60

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

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.0	%
Contingent payments	Discounted cash flow	Discount rate	18.5	%

The fair value of intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing its impairment analyses (see Note 5, Intangible Assets).

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	36,749	$	28,612	$	29,529	Level 3
Other financial instruments	300		268		268		Level 3

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

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Bank Credit Facility	$	1,387,425	$	1,369,176	$	1,395,595	Level 2
9.125% Senior Notes due 2018	500,000		487,765		517,500		Level 1
9.00% Senior Notes due 2020	350,000		348,074		359,625		Level 1
HoldCo Note	151,740		139,968		144,153		Level 3
	2,389,165		2,344,983		2,416,873
Peninsula Segment Debt:
Bank credit facility	742,400		718,807		754,364		Level 2
8.375% Senior Notes due 2018	350,000		341,058		363,125		Level 2
Other	3		3		3		Level 3
	1,092,403		1,059,868		1,117,492
Total debt	$	3,481,568	$	3,404,851	$	3,534,365

The estimated fair value of the Boyd Gaming Credit Facility is based on a relative value analysis performed on or about December 31, 2015 and December 31, 2014. The estimated fair value of the Peninsula Credit Facility is based on a relative value analysis performed on or about December 31, 2015 and December 31, 2014. The estimated fair values of our senior notes and Peninsula's senior notes are based on quoted market prices as of December 31, 2015 and December 31, 2014. Debt included in the "Other" category is fixed-rate debt that is not traded and does not have an observable market input; therefore, we have estimated its fair value based on a discounted cash flow approach, after giving consideration to the changes in market rates of interest, creditworthiness of both parties, and credit spreads.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2015 and 2014.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2015

Postemployment Benefits [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. These unions cover certain of our culinary, hotel and other trade workers. We are obligated to make defined contributions under these plans.

The significant risks of participating in multi-employer plans include, but are not limited to, the following:

• We may elect to stop participating in our multi-employer plans. As a result, we may be required to pay a withdrawal liability based on the underfunded status of the plan as applicable. Our ability to fund such payments would be based on the results of our operations and subject to the risk factors that impact our business. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and impact our ability to meet our obligations to the multiemployer plan.

• We may contribute assets to the multiemployer plan for the benefit of our covered employees that are used to provide benefits to employees of other participating employers.

• We may be required to fund additional amounts if other participating employers stop contributing to the multiemployer plan.

Contributions, based on wages paid to covered employees, totaled approximately $1.4 million, $7.1 million and $8.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis.

We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. We expensed our voluntary contributions to the 401(k) profit-sharing plans and trusts of $3.3 million, $5.1 million and $5.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

On September 30, 2014, we deconsolidated Borgata, which resulted in decreased employer contributions to multiemployer plans and decreased expenses for voluntary contributions to the 401(k) profit-sharing plans and trusts during the years ended December 31, 2015 and 2014.

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Segment Information

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We have aggregated certain of our properties in order to present five Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest and South; (iv) Peninsula; and (v) Borgata. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our properties.

Results of Operations - Total Reportable Segment Net Revenues and Adjusted EBITDA

We evaluate each of our wholly owned property's profitability based upon Property EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, project development, preopening and writedown expenses, other operating charges, net, share-based compensation expense, deferred rent, change in value of derivative instruments, and gain/loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, Midwest and South, and Peninsula segments, and also includes Borgata's operating income before net amortization, preopening and other items. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company. Although EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, EBITDA 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 facilitates comparisons between us and our competitors. Management has historically adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide the most accurate measure of our core operating results and as a means to evaluate period-to-period results.

We reclassify the reporting of corporate expense on the accompanying table in order to exclude it from our subtotal for Total Reportable Segment Adjusted EBITDA. Furthermore, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations.

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Net Revenues
Las Vegas Locals	$	610,107		$	592,652		$	591,447
Downtown Las Vegas	234,191			224,275			222,715
Midwest and South	852,288			831,477			864,247
Peninsula	502,846			493,851			520,329
Borgata (1)	—			559,064			695,700
Total Reportable Segment Net Revenues	$	2,199,432		$	2,701,319		$	2,894,438
Adjusted EBITDA
Las Vegas Locals	$	157,312		$	144,397		$	137,501
Downtown Las Vegas	49,314			37,309			35,036
Midwest and South	196,822			169,977			179,976
Peninsula	184,120			175,081			185,269
Borgata (1)	102,095			137,936			119,237
Total Reportable Segment Adjusted EBITDA (2)	689,663			664,700			657,019
Corporate expense	(60,177		)	(59,420		)	(46,594		)
Adjusted EBITDA	629,486			605,280			610,425
Other operating costs and expenses
Deferred rent	3,428			3,618			3,831
Depreciation and amortization	207,118			251,044			278,413
Project development, preopening and writedowns	6,907			14,390			14,608
Share-based compensation expense	19,264			18,666			18,891
Impairments of assets	18,565			60,780			10,383
Other operating charges, net	907			(2,124		)	5,998
Our share of Borgata's other operating costs and expenses	28,674			7,390			—
Total other operating costs and expenses	284,863			353,764			332,124
Operating income	$	344,623		$	251,516		$	278,301

(1) Due to the reacquisition by our partner of its 50% ownership, we deconsolidated Borgata as of the close of business on September 30, 2014. Our consolidated statement of operations for the year ended December 31, 2013 includes Borgata’s financial results on a full consolidation basis for the entire year. Our consolidated statement of operations for the year ended December 31, 2014 includes Borgata’s financial results on a full consolidation basis for the nine months ended September 30, 2014, and reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the remainder of the year. Our consolidated statement of operations for the year ended December 31, 2015 reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the entire year.

(2) Total Reportable Segment Adjusted EBITDA excludes corporate expense.

Total Assets

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

	December 31,
(In thousands)	2015		2014
Assets
Las Vegas Locals	$	1,155,224	$	1,164,115
Downtown Las Vegas	138,159		128,682
Midwest and South	1,263,751		1,302,002
Peninsula	1,370,991		1,426,994
Total Reportable Segment assets	3,928,125		4,021,793
Corporate	422,775		400,591
Total assets	$	4,350,900	$	4,422,384

Capital Expenditures

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

	Year Ended December 31,
(In thousands)	2015		2014			2013
Capital Expenditures:
Las Vegas Locals	$	41,772	$	31,653		$	30,861
Downtown Las Vegas	13,000		9,917			5,505
Midwest and South	42,130		55,273			39,589
Peninsula	18,757		33,756			27,094
Borgata (1)	—		11,623			22,357
Total Reportable Segment Capital Expenditures	115,659		142,222			125,406
Corporate	12,646		(8,786		)	12,173
Other	—		—			28
Total Capital Expenditures	128,305		133,436			137,607
Change in Accrued Property Additions	2,865		15,938			6,913
Cash-Based Capital Expenditures	$	131,170	$	149,374		$	144,520

(1) Borgata capital expenditures are only included through the date of deconsolidation, September 30, 2014.

The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries.

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Selected Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information (Unaudited)

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected quarterly financial information:

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	83,558		98,182			100,530		62,353			344,623
Net income (loss) attributable to Boyd Gaming Corporation	35,103		(6,425		)	25,425		(6,869		)	47,234
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

	Year Ended December 31, 2014
(In thousands, except per share data)	First			Second		Third			Fourth			Year
Summary Operating Results:
Net revenues	$	708,349		$	722,534	$	738,843		$	531,593		$	2,701,319
Operating income	68,516			86,979		73,774			22,247			251,516
Net income (loss) attributable to Boyd Gaming Corporation	(6,182		)	669		(15,105		)	(32,423		)	(53,041		)
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)
Diluted net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)

Due to the deconsolidation of Borgata on September 30, 2014, our quarterly financial results shown above reflect Borgata on a full consolidation basis for periods ending on or before September 30, 2014, and reflects our accounting for our 50% ownership interest in Borgata by applying the equity method for the fourth quarter of 2014. Additionally, because income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total income (loss) per share amounts for the year. The per share amounts in the second half of 2014 were impacted by our issuance of 18,975,000 shares of common stock in the third quarter of 2014.

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Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 9.125% Senior Notes due December 2018 and 6.875% Senior Notes due May 2023 is presented below. The notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

Condensed Consolidating Balance Sheets

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	124,426	$	34,172		$	221		$	—		$	158,821
Other current assets	14,602		61,157		23,660			—			(1,008		)	98,411
Property and equipment, net	68,515		1,745,203		411,624			—			—			2,225,342
Investments in subsidiaries	3,547,690		138,116		—			—			(3,441,185		)	244,621
Intercompany receivable	—		1,867,783		—			—			(1,867,783		)	—
Other assets, net	12,521		8,982		26,838			—			—			48,341
Intangible assets, net	—		406,540		483,514			—			—			890,054
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,250		$	—		$	—		$	29,750
Current liabilities	102,946		146,178		76,482			—			(285		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		—		3,192			—			(3,192		)	—
Intercompany payable	720,400		—		1,147,082			475			(1,867,957		)	—
Long-term debt, net of current maturities	2,255,800		—		983,999			—			—			3,239,799
Other long-term liabilities	34,723		154,633		58,663			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,592		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,542		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900

Condensed Consolidating Balance Sheets - continued

	December 31, 2014
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	111,452	$	33,668		$	219		$	—		$	145,341
Other current assets	10,234		69,012		21,980			—			(4,617		)	96,609
Property and equipment, net	65,365		1,775,486		445,257			—			—			2,286,108
Investments in subsidiaries	3,345,735		150,694		—			—			(3,273,712		)	222,717
Intercompany receivable	—		1,637,101		—			—			(1,637,101		)	—
Other assets, net	12,595		9,149		30,306			—			—			52,050
Intangible assets, net	—		425,083		509,166			—			—			934,249
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,253		$	—		$	—		$	29,753
Other current liabilities	82,711		160,542		84,427			—			(238		)	327,442
Accumulated losses of subsidiaries in excess of investment	—		—		3,619			—			(3,619		)	—
Intercompany payable	668,310		—		972,425			397			(1,641,132		)	—
Long-term debt, net of current maturities	2,183,485		—		1,191,613			—			—			3,375,098
Other long-term liabilities	39,888		169,824		42,292			—			—			252,004
Boyd Gaming Corporation stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,491		)	438,037
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,441		)	438,087
Total liabilities and stockholders' equity	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	1,670,301	$	551,199		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		892,039		296,985			—			—			1,190,824
Selling, general and administrative	48,173		215,362		58,903			—			(18		)	322,420
Maintenance and utilities	—		89,800		14,748			—			—			104,548
Depreciation and amortization	6,179		128,269		72,670			—			—			207,118
Corporate expense	71,700		227		5,014			—			—			76,941
Project development, preopening and writedowns	884		1,101		4,846			76			—			6,907
Impairment of assets	—		17,500		1,065			—			—			18,565
Other operating items, net	599		112		196			—			—			907
Intercompany expenses	1,204		121,727		20,660			—			(143,591		)	—
Total operating costs and expenses	130,539		1,466,137		475,087			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	189,980		50,228		(76		)	—			(166,711		)	73,421
Operating income (loss)	180,982		254,392		76,036			(76		)	(166,711		)	344,623
Other expense (income)
Interest expense, net	125,890		10,867		85,975			—			—			222,732
Loss on early extinguishments of debt	30,829		—		9,904			—			—			40,733
Other, net	396		2,660		620			—			—			3,676
Boyd's share of Borgata's non-operating items, net	—		37,422		—			—			—			37,422
Total other expense, net	157,115		50,949		96,499			—			—			304,563
Income (loss) before income taxes	23,867		203,443		(20,463		)	(76		)	(166,711		)	40,060
Income taxes benefit (provision)	23,367		1,981		(18,174		)	—			—			7,174
Net income (loss)	$	47,234	$	205,424	$	(38,637	)	$	(76	)	$	(166,711	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,161	$	(38,900	)	$	(76	)	$	(166,185	)	$	46,971

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	1,620,170		$	542,538		$	559,064		$	(137,612	)	$	2,701,319
Operating costs and expenses
Operating	1,800			879,073			303,570			290,005			—			1,474,448
Selling, general and administrative	46,708			223,741			57,370			101,930			(220		)	429,529
Maintenance and utilities	—			94,654			14,871			47,211			—			156,736
Depreciation and amortization	5,667			126,444			76,804			42,129			—			251,044
Corporate expense	71,951			220			3,455			—			—			75,626
Project development, preopening and writedowns	105			7,130			6,350			805			—			14,390
Impairment of assets	320			51,489			8,971			—			—			60,780
Other operating items, net	164			—			(177		)	(2,111		)	—			(2,124		)
Intercompany expenses	1,204			116,105			20,083			—			(137,392		)	—
Total operating costs and expenses	127,919			1,498,856			491,297			479,969			(137,612		)	2,460,429
Equity in earnings of subsidiaries	85,360			(20,191		)	(162		)	—			(54,381		)	10,626
Operating income (loss)	74,600			101,123			51,079			79,095			(54,381		)	251,516
Other expense (income)
Interest expense, net	132,204			5,527			90,450			53,327			—			281,508
Loss on early extinguishments of debt	—			—			1,536			—			—			1,536
Other, net	(793		)	—			841			—			—			48
Boyd's share of Borgata's non-operating items, net	—			9,309			—			—			—			9,309
Total other expense, net	131,411			14,836			92,827			53,327			—			292,401
Income (loss) before income taxes	(56,811		)	86,287			(41,748		)	25,768			(54,381		)	(40,885		)
Income taxes benefit (provision)	3,770			13,127			(14,525		)	(3,125		)	—			(753		)
Net income (loss)	(53,041		)	99,414			(56,273		)	22,643			(54,381		)	(41,638		)
Net income attributable to noncontrolling interest	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,414		$	(56,273	)	$	22,643		$	(65,784	)	$	(53,041	)
Comprehensive income (loss)	$	(51,577	)	$	100,878		$	(54,809	)	$	22,643		$	(57,309	)	$	(40,174	)

Consolidating Statements of Operations - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	123,951		$	1,650,002		$	570,267		$	697,633		$	(147,415	)	$	2,894,438
Operating costs and expenses
Operating	1,848			901,668			315,365			367,981			—			1,586,862
Selling, general and administrative	46,880			231,260			63,349			148,779			(42		)	490,226
Maintenance and utilities	—			92,014			14,680			59,704			—			166,398
Depreciation and amortization	6,619			121,893			90,155			59,746			—			278,413
Corporate expense	59,128			119			4,002			—			—			63,249
Project development, preopening and writedowns	1,586			1,804			8,874			4,277			(1,933		)	14,608
Impairment of assets	—			13,634			4,450			5,033			(12,734		)	10,383
Other operating items, net	427			2,075			359			3,137			—			5,998
Intercompany expenses	1,213			122,630			21,598			—			(145,441		)	—
Total operating costs and expenses	117,701			1,487,097			522,832			648,657			(160,150		)	2,616,137
Equity in earnings of subsidiaries	101,148			(38,981		)	—			—			(62,167		)	—
Operating income (loss)	107,398			123,924			47,435			48,976			(49,432		)	278,301
Other expense (income)
Interest expense, net	153,893			9,662			94,917			83,711			—			342,183
Loss on early extinguishments of debt	25,001			—			3,343			25,858			—			54,202
Other, net	137			—			(2,227		)	—			—			(2,090		)
Total other expense, net	179,031			9,662			96,033			109,569			—			394,295
Income (loss) from continuing operations before income taxes	(71,633		)	114,262			(48,598		)	(60,593		)	(49,432		)	(115,994		)
Income taxes benefit (provision)	(8,631		)	3,959			(3,093		)	4,415			—			(3,350		)
Income (loss) from continuing operations, net of tax	(80,264		)	118,221			(51,691		)	(56,178		)	(49,432		)	(119,344		)
Income (loss) from discontinued operations, net of tax	—			—			23,524			—			(12,734		)	10,790
Net income (loss)	(80,264		)	118,221			(28,167		)	(56,178		)	(62,166		)	(108,554		)
Net loss attributable to noncontrolling interest	—			—			—			—			28,290			28,290
Net income (loss) attributable to controlling interest	$	(80,264	)	$	118,221		$	(28,167	)	$	(56,178	)	$	(33,876	)	$	(80,264	)
Comprehensive income	$	(80,819	)	$	117,666		$	(28,722	)	$	(56,178	)	$	(61,056	)	$	(109,109	)

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	318,391		$	(76,692	)	$	(76	)	$	(3,857	)	$	339,846
Cash flows from investing activities
Capital expenditures	(48,591		)	(63,635		)	(18,944		)	—			—			(131,170		)
Net activity with affiliates	—			(230,682		)	—			—			230,682			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			—			1,236			—			—			4,528
Net cash from investing activities	(34,099		)	(294,317		)	(17,708		)	—			219,482			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			—			345,500			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	—			(425,150		)	—			—			(1,636,350		)
Proceeds from issuance of senior notes, net	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	—			(157,813		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			332,467			78			(226,825		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Other financing activities	—			—			—			—			—			—
Net cash from financing activities	(67,981		)	(11,100		)	94,904			78			(215,625		)	(199,724		)
Net change in cash and cash equivalents	—			12,974			504			2			—			13,480
Cash and cash equivalents, beginning of period	2			111,452			33,668			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	124,426		$	34,172		$	221		$	—		$	158,821

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	234,242		$	92,617		$	35,832		$	(308	)	$	322,859
Cash flows from investing activities
Capital expenditures	(43,164		)	(60,686		)	(33,901		)	(11,623		)	—			(149,374		)
Deconsolidation of Borgata	—			—			—			(26,891		)	—			(26,891		)
Net activity with affiliates	—			(162,689		)	—			—			162,689			—
Distributions from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(660		)	(5,252		)	2,197			—			(3,715		)
Net cash from investing activities	(37,864		)	(224,035		)	(39,153		)	(36,317		)	157,389			(179,980		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			—			317,400			410,900			—			1,558,700
Payments under bank credit facility	(910,700		)	—			(377,150		)	(444,900		)	—			(1,732,750		)
Debt financing costs, net	(83		)	—			—			(205		)	—			(288		)
Payments under note payable	—			—			(9		)	—			—			(9		)
Payments on retirements of long-term debt	—			—			—			(2,850		)	—			(2,850		)
Net activity with affiliates	155,952			—			6,297			132			(162,381		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(5,200		)	(53,562		)	(36,923		)	(157,081		)	(175,376		)
Net change in cash and cash equivalents	2			5,007			(98		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			106,445			33,766			37,627			—			177,838
Cash and cash equivalents, end of period	$	2		$	111,452		$	33,668		$	219		$	—		$	145,341

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(229,447	)	$	407,349		$	42,719		$	51,748		$	4,666		$	277,035
Cash flows from investing activities
Capital expenditures	(44,985		)	(49,847		)	(27,331		)	(22,357		)	—			(144,520		)
Proceeds from sale of Echelon, net	343,750			—			—			—			—			343,750
Proceeds from sale of other assets, net	4,875			—			—			—			—			4,875
Cash paid for exercise of LVE option	(187,000		)	—			—			—			—			(187,000		)
Investments in and advances to unconsolidated subsidiaries, net	(2,400		)	—			—			—			2,400			—
Net activity with affiliates	—			(372,171		)	759			42			371,370			—
Distribution from subsidiary	9,620			—			—			—			(9,620		)	—
Other investing activities	—			—			(1,253		)	3,726			—			2,473
Net cash from investing activities	123,860			(422,018		)	(27,825		)	(18,589		)	364,150			19,578
Cash flows from financing activities
Borrowings under bank credit facility	2,920,675			—			354,700			444,500			—			3,719,875
Payments under bank credit facility	(2,927,800		)	—			(406,950		)	(424,600		)	—			(3,759,350		)
Debt financing costs, net	(24,349		)	—			(10,288		)	(10,115		)	—			(44,752		)
Payments under note payable	(10,341		)	—			(479		)	—			—			(10,820		)
Payments on retirements of long-term debt	(459,278		)	—			—			(416,209		)	—			(875,487		)
Net proceeds from issuance of term loan	—			—			—			376,200			—			376,200
Advances from parent	—			2,400			—			—			(2,400		)	—
Net activity with affiliates	376,036			—			—			—			(376,036		)	—
Distributions to parent	—			—			(9,620		)	—			9,620			—
Stock options exercised	13,752			—			—			—			—			13,752
Proceeds from sale of common stock, net	216,467			—			—			—			—			216,467
Other financing activities	(2,095		)	—			—			—			—			(2,095		)
Net cash from financing activities	103,067			2,400			(72,637		)	(30,224		)	(368,816		)	(366,210		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			(2,144		)	—			—			(2,144		)
Cash flows from investing activities	—			—			56,751			—			—			56,751
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			—			54,607			—			—			54,607
Net change in cash and cash equivalents	(2,520		)	(12,269		)	(3,136		)	2,935			—			(14,990		)
Cash and cash equivalents, beginning of period	2,520			118,714			36,619			34,692			—			192,545
Change in cash classified as discontinued operations	—			—			283			—			—			283
Cash and cash equivalents, end of period	$	—		$	106,445		$	33,766		$	37,627		$	—		$	177,838

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Related Party Transactions

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

William S. Boyd, our Executive Chairman of the Board of Directors, together with his immediate family, beneficially owned approximately 27% of our outstanding shares of common stock as of December 31, 2015. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2015, 2014 and 2013, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

Borgata Ground Leases

Borgata leases approximately 8.4 acres from MGM that provides the land on which Borgata's existing surface parking lot resides. The lease is on a month-to-month term and may be terminated by either party effective on the last day of the month that is three months after notice is given. Pursuant to the surface lot ground lease agreement, Borgata's lease payment is comprised of a de minimus monthly payment to MGM and the property taxes, which are paid directly to the taxing authority. Property taxes incurred for this ground lease agreement were $0.8 million through September 30, 2014, the date of deconsolidation, and $3.2 million for the year ended December 31, 2013. These amounts were included in selling, general and administrative on the consolidated statements of operations.

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after December 31, 2015. During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant", "Boyd Gaming," "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".

We are a diversified operator of 21 wholly owned gaming entertainment properties and one property, Borgata Hotel Casino & Spa ("Borgata"), in which we hold a non-controlling 50% equity interest in the limited liability company. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey which we aggregate in order to present the following five 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
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest and South
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
IP Casino Resort Spa	Biloxi, Mississippi
Par-A-Dice Hotel Casino	East Peoria, Illinois
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Treasure Chest Casino	Kenner, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Peninsula
Diamond Jo	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Amelia Belle Casino	Amelia, Louisiana
Kansas Star Casino	Mulvane, Kansas
Borgata
Borgata Hotel Casino & Spa	Atlantic City, New Jersey

In addition to these properties, we own and operate a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. Financial results for our travel agency and our captive insurance company are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries.

On September 30, 2014, our Atlantic City partner reacquired its ownership interest in and its substantive participation rights in the management of Borgata. As a result, we deconsolidated Borgata as of the close of business on September 30, 2014, eliminating the assets, liabilities and non-controlling interests from our balance sheet. We are accounting for our investment in Borgata applying the equity method for periods subsequent to the deconsolidation. (See Note 3, Deconsolidation of Certain Interests.)

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 material intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with maturities of three months or less at their date of purchase, and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

Restricted Cash

Restricted Cash

Restricted cash consists primarily of advance payments related to: (i) future bookings with our Hawaiian travel agency; and (ii) amounts restricted by regulation for gaming and racing purposes. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying value of these instruments approximates their fair value due to their short maturities

Accounts Receivable, net

Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value.

Inventories

Inventories

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

Property and Equipment, Net

Property and Equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

The estimated useful lives of our major components of property and equipment are:

Building and improvements	3 through 40 years
Riverboats and barges	5 through 40 years
Furniture and equipment	1 through 10 years

Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant reporting unit discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples. All resulting recognized impairment charges are recorded as Impairment of Assets within operating expenses.

Capitalized Interest

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Interest capitalized during the years ended December 31, 2015, 2014 and 2013 was $0.1 million, $1.4 million and $1.1 million, respectively.

Equity Method Investments

Investment in Unconsolidated Subsidiary

We have a 50% non-controlling investment in Borgata, an unconsolidated subsidiary, accounted for under the equity method since its deconsolidation on September 30, 2014. Under the equity method, carrying value is adjusted for our share of the investees’ earnings and losses, as well as capital contributions to and distributions from this entity.

We evaluate our equity method investment for impairment when events or changes in circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value. If such conditions exist, we compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether such impairment is other than temporary based on its assessment of all relevant factors. Estimated fair value is determined using a discounted cash flow analysis based on estimated future cash flows of the investee.

Marketable Securities, Available-for-sale Securities

Investment in Available for Sale Securities

Peninsula has an investment in $21.4 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, 2015 and 2014 was $17.8 million and $18.4 million, respectively. At both December 31, 2015 and 2014, $0.4 million is included in prepaid expenses and other current assets, and $17.4 million and $18.0 million, respectively, is included in other assets, net.

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

(In thousands)
For the year ending December 31,
2016	$	410
2017	440
2018	475
2019	510
2020	550
Thereafter	18,985
Total	$	21,370

Schedule of Bond Maturity Dates

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

(In thousands)
For the year ending December 31,
2016	$	410
2017	440
2018	475
2019	510
2020	550
Thereafter	18,985
Total	$	21,370

Intangible Assets

Intangible Assets

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

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs. These intangible assets are being amortized on an accelerated method over their approximate useful life. Favorable lease rates represent the amount by which acquired lease rental rates are favorable to market terms. These favorable lease values are amortized over the remaining lease term, primarily on leasehold land interests, originally ranging in duration from 41 to 52 years. Development agreements are contracts between two parties establishing an agreement for development of a product or service. These agreements are amortized over the respective cash flow period of the related agreement.

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method.

Goodwill

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and between annual test dates in certain circumstances.

We evaluate goodwill using a weighted average allocation of both the income and market approach models. The income approach is based upon a discounted cash flow method, whereas the market approach uses the guideline public company method. Specifically, the income approach focuses on the expected cash flow of the subject reporting unit, considering the available cash flow for a finite period of years. Available cash flow is defined as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit. The underlying premise of the income approach is that the value of goodwill can be measured by the present value of the net economic benefit to be received over the life of the reporting unit. The market approach focuses on comparing the reporting unit to selected reasonable similar (or "guideline") publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of our reporting unit relative to the selected guideline companies; and (iii) applied to the operating data of our reporting unit to arrive at an indication of value. The application of the market approach results in an estimate of the price reasonable expected to be realized from the sale of the subject reporting unit.

Revenue Recognition, Loyalty Programs [Policy Text Block]

Player Loyalty Point Program

We have established promotional programs to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food and beverage, and other free goods and services. We record points redeemed for complimentary slot play as a reduction to gaming revenue and points redeemed for food and beverage and other free goods and services as promotional allowances. The accrual for unredeemed points is based on estimates and assumptions regarding the redemption mix of complimentary slot play, food and beverage, and other free goods and services and the costs of providing those benefits. Historical data is used to assist in the determination of the estimated accruals. The player loyalty point program accrual is included in accrued liabilities on our consolidated balance sheets.

Long-Term Debt, Net

Long-Term Debt, Net

Long-term debt, net is reported as the outstanding debt amount net of amortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt.

Income Taxes

Income Taxes

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, 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 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 future profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies.

Our current rate is impacted by adjustments that are largely independent of our operating results before taxes.  Such adjustments relate primarily to the accrual of non-cash tax expense in connection with the tax amortization of indefinite-lived intangible assets that are not available to offset existing deferred tax assets.  The deferred tax liabilities created by the tax amortization of these intangibles cannot be used to offset corresponding increases in the net operating loss deferred tax assets when determining our valuation allowance.

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. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%.

Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the balance sheet.

Self-Insurance Reserves

Self-Insurance Reserves

We are self-insured for general liability costs and self-insured up to certain stop loss amounts for employee health coverage and workers' compensation costs. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in other liabilities on our consolidated balance sheets.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Components of the Company's comprehensive income (loss) are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income (loss). The accumulated other comprehensive income (loss) at December 31, 2015, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value.

Noncontrolling Interest

Noncontrolling Interest

Noncontrolling interest primarily represents: (i) until the deconsolidation of Borgata on September 30, 2014, the 50% interest in Marina District Development Holding Co., LLC ("Holding Company") held by the Divestiture Trust for the economic benefit of MGM Resorts International ("MGM"), which was initially recorded at fair value at the March 24, 2010 date of the effective change in control; and (ii) until the Echelon sale, which closed on March 4, 2013, all 100% of the members' equity interest in LVE, the variable interest entity which had been consolidated in our financial statements, but in which we held no equity interest.

Revenue Recognition

Revenue Recognition

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

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

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

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

Promotional Allowances

Promotional Allowances

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as a promotional allowance. Promotional allowances also include incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food and beverage, and to a lesser extent for other goods or services, depending upon the property.

Gaming Taxes

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded as a gaming expense in the consolidated statements of operations. These taxes totaled approximately $332.1 million, $370.0 million and $393.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Advertising Expense

Advertising Expense

Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $33.4 million, $50.5 million and $44.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Corporate Expense

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, aircraft costs and various other expenses that are not directly related to our casino hotel operations.

Project Development, Preopening and Writedowns

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred and do not qualify as capital costs; and (iii) asset write-downs.

The following reconciles our project development, preopening and writedowns expenses to provide the amounts incurred, net of the amounts eliminated upon the consolidation of LVE prior to the deconsolidation of the entity due to the sale of Echelon:

	Year Ended
(In thousands)	December 31, 2013
Project development, preopening and writedown expense:
Amounts incurred by Boyd Gaming Corporation	$	16,541
Amounts eliminated upon consolidation of LVE	(1,933		)
Amounts reported in our consolidated statements of operations	$	14,608

Share-Based Compensation

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We formed our assumptions using historical experience and observable market conditions.

Earnings per Share

Net Income (loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to Boyd Gaming Corporation stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

Due to the net losses for the years ended December 31, 2014 and 2013, the effect of all potential common share equivalents was anti-dilutive, and therefore all such shares were excluded from the computation of diluted weighted average shares outstanding for this period. The amount of potential common share equivalents were as follows:

	Year Ended December 31,
(In thousands)	2014	2013
Potential dilutive effect	913.9	955.6

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable.

Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits which may at times exceed federally-insured limits.

Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Revisions and Reclassifications

Discontinued Operations

Our consolidated financial statements reflect the results of operations and cash flows of our Dania Jai-Alai property as discontinued operations. See Note 2, Acquisitions and Divestitures, for further discussion.

Reclassifications

Certain prior period amounts presented in our consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to debt issuance costs being recorded as a direct deduction from the carrying amount of the related debt liability (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). This reclassification reduced our total assets and total liabilities as previously reported in our consolidated balance sheet for December 31, 2014, by $56.5 million. In addition, asset transactions costs that were previously disaggregated in our consolidated statements of operations for the years ended December 31, 2014 and 2013 were accumulated with preopening expenses. This reclassification had no effect on our retained earnings or net loss as previously reported.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes ("Update 2015-17")

In November 2015, the FASB issued Update 2015-17 which requires that deferred tax assets and liabilities be presented in the balance sheet as noncurrent. The standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15, 2016, and early adoption is permitted. The Company adopted this change in accounting principle during the fourth quarter 2015 prospectively to all deferred tax liabilities and assets, including any related valuation allowance. The deferred tax liabilities and assets in prior periods were not retrospectively adjusted. The Company determined that the impact of the new standard on its consolidated financial statements was not material.

Accounting Standards Update 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("Update 2015-16")

In September 2015, the FASB issued Update 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Update 2015-16 further requires an entity to present separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The impact of the new standard will depend on any future events whereby we have any business combinations and any adjustments to the provisional amounts identified during the measurement period are recorded.

Accounting Standards Update 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("Update 2015-15")

In August 2015, the FASB issued Update 2015-15, which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements can either be recorded as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, or can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has elected to record debt issuance costs related to line-of-credit arrangements as a direct deduction from the carrying amount of the related debt liability, consistent with the treatment of all other debt issuance costs with the adoption of Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“Update 2015-03”) in the fourth quarter 2015 . See further discussion under Update 2015-03 of the impact of the adoption of Update 2015-15 and Update 2015-03 below.

Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14")

In August 2015, the FASB issued Update 2015-14, which defers the implementation of Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09") for one year from the initial effective date. The initial effective date of Update 2014-09 was for annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. Update 2015-14 extends the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the adoption of Update 2015-14 and 2014-09 to the consolidated financial statements.

Accounting Standards Update 2015-11, Simplifying the Measurement of Inventory ("Update 2015-11")

In July 2015, the FASB issued Update 2015-11, which provides guidance on inventory measurement. Inventory, excluding inventory that is measured using last-in, first-out or the retail inventory method, should be measured at the lower of cost and net realizable value. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-08, Business Combinations ("Update 2015-08")

In May 2015, the FASB issued Update 2015-08, which provides updates to guidance related to pushdown accounting and is effective immediately. The impact of the new standard will depend on any future events whereby we obtain control of an entity and elect to apply pushdown accounting.

Accounting Standards Update 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement ("Update 2015-05")

In April 2015, the FASB issued Update 2015-05, which provides guidance on a customer's accounting for cloud computing costs. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs ("Update 2015-03")

In April 2015, the FASB issued Update 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The Company adopted Update 2015-03, including the election under Update 2015-15, in the fourth quarter 2015 and as a result has reclassified debt financing costs, net of $56.5 million as of December 31, 2014 from an asset to a reduction of long-term debt, net of current maturities and debt issuance costs on the consolidated balance sheet. See additional disclosure of such amounts in Note 8, Long-Term Debt.

Accounting Standards Update 2015-02, Amendments to the Consolidation Analysis ("Update 2015-02")

In February 2015, the FASB issued Update 2015-02, which amends the consolidation requirements in Accounting Standards Codification 810 and changes the consolidation analysis required under GAAP. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("Update 2015-01")

In January 2015, the FASB issued Update 2015-01, which eliminated from GAAP the concept of an extraordinary item. An extraordinary item is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under Update 2015-01, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("Update 2014-15")

In August 2014, the FASB issued Update 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material.

Accounting Standards Update 2014-12 Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("Update 2014-12")

In June 2014, the FASB issued Update 2014-12. Update 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing stock-based compensation plans.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("Update 2014-09")

In May 2014, the FASB issued Update 2014-09, which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The pronouncement is effective, as amended in Updated 2015-14, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is evaluating the impact of the adoption of Update 2014-09 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.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Schedule of Composition of Segments

Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey which we aggregate in order to present the following five 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
Eldorado Casino	Henderson, Nevada
Jokers Wild Casino	Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino	Las Vegas, Nevada
Fremont Hotel and Casino	Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel	Las Vegas, Nevada
Midwest and South
Sam's Town Hotel and Gambling Hall	Tunica, Mississippi
IP Casino Resort Spa	Biloxi, Mississippi
Par-A-Dice Hotel Casino	East Peoria, Illinois
Blue Chip Casino, Hotel & Spa	Michigan City, Indiana
Treasure Chest Casino	Kenner, Louisiana
Delta Downs Racetrack Casino & Hotel	Vinton, Louisiana
Sam's Town Hotel and Casino	Shreveport, Louisiana
Peninsula
Diamond Jo	Dubuque, Iowa
Diamond Jo Worth	Northwood, Iowa
Evangeline Downs Racetrack and Casino	Opelousas, Louisiana
Amelia Belle Casino	Amelia, Louisiana
Kansas Star Casino	Mulvane, Kansas
Borgata
Borgata Hotel Casino & Spa	Atlantic City, New Jersey

Schedule of Allowance for Doubtful Accounts

The activity comprising our allowance for doubtful accounts is as follows:

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance, January 1,	$	1,971		$	23,908		$	25,693
Additions	361			2,058			2,868
Deductions	(245		)	(4,182		)	(4,653		)
Deconsolidation of Borgata on September 30, 2014	—			(19,813		)	—
Ending balance	$	2,087		$	1,971		$	23,908

Schedule of Property and Equipment

The estimated useful lives of our major components of property and equipment are:

Building and improvements	3 through 40 years
Riverboats and barges	5 through 40 years
Furniture and equipment	1 through 10 years

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2015		2014
Land	$	229,857	$	229,684
Buildings and improvements	2,539,578		2,534,618
Furniture and equipment	1,152,277		1,079,878
Riverboats and barges	238,743		239,669
Construction in progress	42,497		35,675
Other	7,404		11,502
Total property and equipment	4,210,356		4,131,026
Less accumulated depreciation	1,985,014		1,844,918
Property and equipment, net	$	2,225,342	$	2,286,108

Schedule of Bond Maturity Dates

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

(In thousands)
For the year ending December 31,
2016	$	410
2017	440
2018	475
2019	510
2020	550
Thereafter	18,985
Total	$	21,370

Changes in Self-Insurance Reserves

Self-insurance reserves are included in other liabilities on our consolidated balance sheets.

	Year Ended December 31,
(In thousands)	2015			2014			2013
Beginning balance	$	33,004		$	44,073		$	38,663
Additions
Charged to costs and expenses	80,311			95,269			110,683
Payments made	(83,247		)	(93,168		)	(105,273		)
Deconsolidation of Borgata	—			(13,170		)	—
Ending balance	$	30,068		$	33,004		$	44,073

Schedule of Promotional Allowances

The amounts included in promotional allowances are as follows:

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	77,177	$	132,231	$	147,305
Food and beverage	150,598		190,632		207,072
Other	14,870		94,011		107,096
Total promotional allowances	$	242,645	$	416,874	$	461,473

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Rooms	$	35,605	$	53,167	$	58,960
Food and beverage	133,717		168,626		181,689
Other	12,290		20,238		22,667
Total cost of promotional allowances	$	181,612	$	242,031	$	263,316

Schedule of Preopening Expenses

The following reconciles our project development, preopening and writedowns expenses to provide the amounts incurred, net of the amounts eliminated upon the consolidation of LVE prior to the deconsolidation of the entity due to the sale of Echelon:

	Year Ended
(In thousands)	December 31, 2013
Project development, preopening and writedown expense:
Amounts incurred by Boyd Gaming Corporation	$	16,541
Amounts eliminated upon consolidation of LVE	(1,933		)
Amounts reported in our consolidated statements of operations	$	14,608

Weighted-Average Assumptions Used in Estimating the Fair Value of Significant Stock Option Grants and Awards

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

	Year Ended December 31,
	2015			2014			2013
Expected stock price volatility	49.06		%	54.14		%	73.75		%
Annual dividend rate	—			—			—
Risk-free interest rate	1.59		%	1.64		%	1.40		%
Expected option life (in years)	5.3			5.4			5.3
Estimated fair value per share	$	9.06		$	5.70		$	6.09

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Deconsolidation of Certain Interests (Tables)

12 Months Ended

Dec. 31, 2015

Condensed Financial Statements, Captions [Line Items]

Impact of Deconsolidation of Borgata [Table Text Block]

The following table presents the carrying values of the major categories of assets and liabilities of Borgata, immediately preceding its deconsolidation on September 30, 2014, which were excluded from our consolidated balance sheet as of September 30, 2014:

	September 30,
(In thousands)	2014
ASSETS
Current assets	$	98,119
Long-term assets	1,220,036
Total Assets	$	1,318,155
LIABILITIES AND NONCONTROLLING INTERESTS
Current liabilities	$	106,666
Long-term liabilities	786,278
Noncontrolling interests	191,833
Total Liabilities and Noncontrolling Interests	$	1,084,777

Condensed Financial Statements [Table Text Block]

Summarized balance sheet and results of operations information for periods subsequent to the deconsolidation of Borgata on September 30, 2014 is as follows:

Balance Sheet Information	December 31,
(In thousands)	2015		2014
Current assets	$	97,935	$	100,297
Property and other long-term assets, net	1,149,337		1,196,339
Current liabilities	117,452		122,150
Long-term debt and other liabilities	687,307		762,609
Equity	455,685		411,877

Results of Operations Information	Twelve Months Ended			Three Months Ended
(In thousands)	December 31, 2015			December 31, 2014
Net revenues	$	804,166		$	179,147
Operating expenses	657,324			157,896
Operating income	146,842			21,251
Interest expense	59,681			17,431
Loss on early extinguishments of debt	18,895			740
State income tax expense (benefit)	(3,731		)	446
Net income	$	71,997		$	2,634

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The estimated useful lives of our major components of property and equipment are:

Building and improvements	3 through 40 years
Riverboats and barges	5 through 40 years
Furniture and equipment	1 through 10 years

Property and equipment, net consists of the following:

	December 31,
(In thousands)	2015		2014
Land	$	229,857	$	229,684
Buildings and improvements	2,539,578		2,534,618
Furniture and equipment	1,152,277		1,079,878
Riverboats and barges	238,743		239,669
Construction in progress	42,497		35,675
Other	7,404		11,502
Total property and equipment	4,210,356		4,131,026
Less accumulated depreciation	1,985,014		1,844,918
Property and equipment, net	$	2,225,342	$	2,286,108

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following:

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

	December 31, 2014
	Weighted	Gross					Cumulative
	Average Life	Carrying		Cumulative			Impairment			Intangible
(In thousands)	Remaining	Value		Amortization			Losses			Assets, Net
Amortizing intangibles:
Customer relationships	2.9 years	$	139,600	$	(87,642	)	$	—		$	51,958
Favorable lease rates	33.4 years	45,370		(10,956		)	—			34,414
Development agreement	—	21,373		—			—			21,373
		206,343		(98,598		)	—			107,745
Indefinite lived intangible assets:
Trademarks	Indefinite	129,501		—			(3,500		)	126,001
Gaming license rights	Indefinite	873,335		(33,960		)	(138,872		)	700,503
		1,002,836		(33,960		)	(142,372		)	826,504
Balance, December 31, 2014		$	1,209,179	$	(132,558	)	$	(142,372	)	$	934,249

Schedule of Changes in Intangible Assets

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

(In thousands)	Customer Relationships			Non-competition Agreement			Favorable Lease Rates			Development Agreements		Trademarks			Gaming License Rights			Intangible Assets, Net
Balance, January 1, 2013	$	130,941		$	2,846		$	36,503		$	21,373	$	186,800		$	741,175		$	1,119,638
Additions	—			—			—			—		4,687			—			4,687
Impairments	—			—			—			—		(3,200		)	(900		)	(4,100		)
Amortization	(45,674		)	(2,846		)	(1,045		)	—		—			—			(49,565		)
Balance, December 31, 2013	85,267			—			35,458			21,373		188,287			740,275			1,070,660
Additions	—			—			—			—		14			—			14
Impairments	—			—			—			—		(300		)	(39,772		)	(40,072		)
Amortization	(33,309		)	—			(1,044		)	—		—			—			(34,353		)
Other	—			—			—			—		(62,000		)	—			(62,000		)
Balance, December 31, 2014	51,958			—			34,414			21,373		126,001			700,503			934,249
Additions	—			—			—			—		—			—			—
Impairments	—			—			—			—		—			(17,502		)	(17,502		)
Amortization	(25,652		)	—			(1,041		)	—		—			—			(26,693		)
Balance, December 31, 2015	$	26,306		$	—		$	33,373		$	21,373	$	126,001		$	683,001		$	890,054

Schedule of Expected Amortization Expense

Future amortization is as follows:

(In thousands)	Customer Relationships		Favorable Lease Rates		Total
For the year ending December 31,
2016	$	14,870	$	1,043	$	15,913
2017	11,436		1,043		12,479
2018	—		1,043		1,043
2019	—		1,043		1,043
2020	—		1,043		1,043
Thereafter	—		28,158		28,158
Total future amortization	$	26,306	$	33,373	$	59,679

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill [Abstract]

Schedule of Goodwill By Segment [Table Text Block]

Goodwill consists of the following:

(In thousands)	Gross Carrying Value		Cumulative Amortization			Cumulative Impairment Losses			Goodwill, Net
Goodwill, net by Reportable Segment:
Las Vegas Locals	$	378,192	$	—		$	(165,479	)	$	212,713
Downtown Las Vegas	6,997		(6,134		)	—			863
Peninsula	471,734		—			—			471,734
Balance, December 31, 2015	$	856,923	$	(6,134	)	$	(165,479	)	$	685,310

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:

	December 31,
(In thousands)	2015		2014
Payroll and related expenses	$	71,815	$	69,672
Interest	35,337		33,985
Gaming liabilities	37,496		35,698
Player loyalty program liabilities	18,491		19,058
Accrued liabilities	86,379		80,853
Total accrued liabilities	$	249,518	$	239,266

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Line of Credit Facility [Line Items]

Schedule of Long-term Debt Instruments

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

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

			December 31, 2014
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2014		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.66	%	$	1,387,425	$	(3,589	)	$	(14,660	)	$	1,369,176
9.125% senior notes due 2018	9.13	%	500,000		—			(12,235		)	487,765
9.00% senior notes due 2020	9.00	%	350,000		—			(1,926		)	348,074
HoldCo Note	8.00	%	151,740		(11,743		)	(29		)	139,968
			2,389,165		(15,332		)	(28,850		)	2,344,983
Peninsula Segment Debt:
Bank credit facility	4.25	%	742,400		—			(23,593		)	718,807
8.375% senior notes due 2018	8.38	%	350,000		—			(8,942		)	341,058
Other	various		3		—			—			3
			1,092,403		—			(32,535		)	1,059,868
Total long-term debt			3,481,568		(15,332		)	(61,385		)	3,404,851
Less current maturities			29,753		—			—			29,753
Long-term debt, net			$	3,451,815	$	(15,332	)	$	(61,385	)	$	3,375,098

Schedule of Line of Credit Facilities

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

	December 31,
(In thousands)	2015		2014
Revolving Credit Facility	$	240,000	$	300,000
Term A Loan	183,275		221,375
Term B Loan	730,750		840,750
Swing Loan	55,700		25,300
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	1,209,725	$	1,387,425

Maximum Total Leverage Ratio

The maximum permitted consolidated Total Leverage Ratio is calculated as Consolidated Funded Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Total Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Total
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through December 31, 2016	8.25	to	1.00
March 31, 2017 through December 31, 2017	8.00	to	1.00
March 31, 2018 and thereafter	7.75	to	1.00

Maximum Secured Leverage Ratio

The maximum permitted Secured Leverage Ratio is calculated as Secured Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Agreement. The following table provides our maximum Secured Leverage Ratio during the remaining term of the Boyd Gaming Credit Facility:

	Maximum Secured
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2015 through December 31, 2016	4.75	to	1.00
March 31, 2017 through December 31, 2017	4.50	to	1.00
March 31, 2018 and thereafter	4.25	to	1.00

Maximum Consolidated Leverage Ratio

The following table provides our maximum Consolidated Leverage Ratio during the remaining term of the Peninsula Credit Facility:

	Maximum Consolidated
For the Trailing Four Quarters Ending	Leverage Ratio
March 31, 2016 through June 30, 2016	6.00	to	1.00
September 30, 2016 through December 31, 2016	5.75	to	1.00
March 31, 2107 through June 30, 2017	5.50	to	1.00
September 30, 2017 and thereafter	5.25	to	1.00

Schedule of Maturities of Long-term Debt

The scheduled maturities of long-term debt, as discussed above, are as follows:

(In thousands)	Boyd Gaming		Peninsula Segment		Total
For the year ending December 31,
2016	$	21,500	$	8,250	$	29,750
2017	21,500		654,500		676,000
2018	462,975		350,000		812,975
2019	9,000		—		9,000
2020	1,044,750		—		1,044,750
Thereafter	750,000		—		750,000
Total outstanding principal of long-term debt	$	2,309,725	$	1,012,750	$	3,322,475

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities presented on the consolidated balance sheets are as follows:

	December 31,
(In thousands)	2015		2014
Current deferred tax liability	$	—	$	3,087
Non-current deferred tax liability	162,189		142,263
Current deferred tax asset	—		(117		)
Net deferred tax liability	$	162,189	$	145,233

Components Comprising Deferred Tax Assets and Liabilities

The components comprising our deferred tax assets and liabilities are as follows:

	December 31,
(In thousands)	2015			2014
Deferred tax assets
Federal net operating loss carryforwards	$	308,738		$	312,113
State net operating loss carryforwards	47,711			41,395
Share-based compensation	32,524			35,122
Other	43,936			42,554
Gross deferred tax assets	432,909			431,184
Valuation allowance	(247,761		)	(261,962		)
Deferred tax assets, net of valuation allowance	185,148			169,222
Deferred tax liabilities
Difference between book and tax basis of intangible assets	216,655			202,089
Difference between book and tax basis of property	105,732			86,280
State tax liability, net of federal benefit	13,428			11,980
Other	11,522			14,106
Gross deferred tax liabilities	347,337			314,455
Deferred tax liabilities, net	$	162,189		$	145,233

Summary of Provision (Benefit) for Income Taxes

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Current
Federal	$	—		$	442		$	—
State	2,052			(289		)	368
Total current taxes provision (benefit)	2,052			153			368
Deferred
Federal	(10,033		)	(1,896		)	5,666
State	807			2,496			(2,684		)
Total deferred taxes provision (benefit)	(9,226		)	600			2,982
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes included on the consolidated statement of operations
Provision (benefit) for income taxes from continuing operations	$	(7,174	)	$	753		$	3,350
Provision (benefit) for income taxes from discontinued operations	—			—			5,884
Provision (benefit) for income taxes from continuing and discontinued operations	$	(7,174	)	$	753		$	9,234

Schedule of Effective Income Tax Rate Reconciliation

The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income from continuing operations before income taxes:

	Year Ended December 31,
	2015		2014		2013
Tax at federal statutory rate	35.0	%	35.0	%	35.0	%
Uncertain tax benefits	(43.3	)%	—	%	—	%
Company provided benefits	15.5	%	(4.1	)%	0.1	%
Accrued interest on uncertain tax benefits	(15.0	)%	(3.0	)%	3.7	%
Valuation allowance for deferred tax assets	(11.1	)%	(38.7	)%	(35.1	)%
State income taxes, net of federal benefit	7.1	%	(5.4	)%	2.0	%
Compensation-based credits	(6.2	)%	3.8	%	1.4	%
Noncontrolling interests	—	%	12.9	%	(9.4	)%
Other, net	0.1	%	(2.4	)%	(0.6	)%
Effective tax rate	(17.9	)%	(1.9	)%	(2.9	)%

Reconciliation of Unrecognized Tax Benefits

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Unrecognized tax benefit, beginning of year	$	30,198		$	37,059		$	38,423
Additions:
Tax positions related to current year	—			487			562
Tax positions related to prior years	—			—			138
Reductions:
Tax positions related to the Deconsolidation of Borgata	—			(6,221		)	—
Lapse of applicable statute of limitations	—			(1,097		)	—
Tax position related to prior years	(27,716		)	(30		)	(2,064		)
Settlement with taxing authorities	—			—			—
Unrecognized tax benefits	$	2,482		$	30,198		$	37,059

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases

Future minimum lease payments required under noncancelable operating leases, which are primarily related to land leases are as follows:

(In thousands)	Lease Obligations
For the year ending December 31,
2016	$	40,924
2017	44,264
2018	17,218
2019	15,325
2020	13,492
Thereafter	388,213
Total	$	519,436

Schedule of Future Minimum Rental Income

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties are as follows:

(In thousands)	Total Rental Income
For the year ending December 31,
2016	$	1,507
2017	1,370
2018	1,144
2019	634
2020	78
Thereafter	228
Total	$	4,961

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Stockholders' Equity and Stock Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Plan Activity

Summarized stock option plan activity is as follows:

	Options		Weighted Average Option Price		Weighted Average Remaining Term	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	10,826,004		$	23.98
Granted	544,330		9.86
Canceled	(378,202	)	20.67
Exercised	(1,848,222	)	7.44
Outstanding at December 31, 2013	9,143,910		26.62
Granted	244,351		11.57
Canceled	(1,656,359	)	34.79
Exercised	(562,234	)	7.39
Outstanding at December 31, 2014	7,169,668		25.73
Granted	200,673		19.98
Canceled	(1,463,497	)	39.82
Exercised	(1,301,789	)	7.53
Outstanding at December 31, 2015	4,605,055		$	26.14	3.7	$	21,058
Exercisable at December 31, 2014	6,459,687		$	27.52	3.4	$	12,662
Exercisable at December 31, 2015	4,085,555		$	27.65	3.1	$	18,145

Information About Stock Options Outstanding and Exercisable

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2015:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
$5.22-$6.70	599,049	6.2	$	5.88	599,049	$	5.88
7.55-8.34	553,204	4.6	8.16		553,204	8.16
9.86	416,778	7.9	9.86		260,848	9.86
11.57	244,351	8.9	11.57		81,454	11.57
19.98	200,673	9.8	19.98		—	—
33.31	25,000	2.0	33.31		25,000	33.31
38.11	380,000	1.9	38.11		380,000	38.11
39.00	1,195,500	0.8	39.00		1,195,500	39.00
39.78	965,500	1.8	39.78		965,500	39.78
42.69	25,000	0.8	42.69		25,000	42.69
$5.22-$42.69	4,605,055	3.7	$	26.14	4,085,555	$	27.65

RSU Activity

Summarized RSU activity is as follows:

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	2,371,147
Granted	1,018,978		$10.03
Canceled	(46,131	)
Awarded	(588,195	)
Outstanding at December 31, 2013	2,755,799
Granted	696,249		$11.63
Canceled	(201,660	)
Awarded	(715,892	)
Outstanding at December 31, 2014	2,534,496
Granted	541,016		$19.05
Canceled	(40,800	)
Awarded	(713,886	)
Outstanding at December 31, 2015	2,320,826

PSU Activity

Summarized PSU activity is as follows:

	Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	829,130
Granted	—
Canceled	(7,497	)
Awarded	—
Outstanding at December 31, 2013	821,633
Granted	694,294		$11.01
Canceled	(104,287	)
Awarded	—
Outstanding at December 31, 2014	1,411,640
Granted	240,156		$16.75
Performance Adjustment	264,306
Canceled	(2,677	)
Awarded	(663,945	)
Outstanding at December 31, 2015	1,249,480

Career Shares Activity

Summarized Career Shares activity is as follows:

	Career Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2013	702,826
Granted	200,043		$6.78
Canceled	(125	)
Awarded	(8,437	)
Outstanding at December 31, 2013	894,307
Granted	122,015		$11.31
Canceled	(85,765	)
Awarded	(33,972	)
Outstanding at December 31, 2014	896,585
Granted	103,018		$12.51
Canceled	—
Awarded	(31,028	)
Outstanding at December 31, 2015	968,575

Share-based Compensation Costs by Award Plan

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

	Year Ended December 31,
(In thousands)	2015		2014		2013
Stock Options	$	2,821	$	2,733	$	2,666
Restricted Stock Units	9,909		8,010		10,610
Performance Stock Units	5,135		6,537		3,678
Career Shares	1,399		1,196		1,937
Total share-based compensation costs	$	19,264	$	18,476	$	18,891

Classification Detail of Share-based Employee Compensation Costs

The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations:

	Year Ended December 31,
(In thousands)	2015		2014			2013
Gaming	$	393	$	387		$	351
Food and beverage	75		74			67
Room	36		35			32
Selling, general and administrative	1,996		1,965			1,787
Corporate expense	16,764		16,207			16,654
Other operating items, net	—		(192		)	—
Total share-based compensation expense	$	19,264	$	18,476		$	18,891

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Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2015

Noncontrolling Interest [Abstract]

Schedule of Changes in Noncontrolling Interest

Changes in the noncontrolling interest are as follows:

(In thousands)	Holding Company			LVE			Other		Total
Beginning balance, January 1, 2013	$	208,277		$	(44,961	)	$	20	$	163,336
Capital contributions	—			—			—		$	—
Attributable net loss	(27,847		)	(443		)	—		(28,290		)
Comprehensive income	—			—			—		—
Deconsolidation of LVE on March 4, 2013	—			45,404			—		45,404
Balance, December 31, 2013	180,430			—			20		180,450
Capital contributions	—			—			30		30
Attributable net income	11,403			—			—		11,403
Comprehensive income	—			—			—		—
Deconsolidation of Borgata on September 30, 2014	(191,833		)	—			—		(191,833		)
Balance, December 31, 2014	—			—			50		50
Capital contributions	—			—			—		—
Attributable net income (loss)	—			—			—		—
Comprehensive income	—			—			—		—
Balance, December 31, 2015	$	—		$	—		$	50	$	50

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following tables show the fair values of certain of our financial instruments:

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

	December 31, 2014
(In thousands)	Balance		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	145,341	$	145,341	$	—	$	—
Restricted cash	18,107		18,107		—		—
Investment available for sale	18,357		—		—		18,357
Liabilities
Merger earnout	$	75	$	—	$	—	$	75
Contingent payments	3,792		—		—		3,792

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Level 3 Inputs

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

	December 31, 2015
	Assets			Liabilities
(In thousands)	Investment Available for Sale			Merger Earnout			Contingent Payments
Balance at January 1, 2015	$	18,357		$	(75	)	$	(3,792	)
Deposits	—			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	125			75			(723		)
Included in other comprehensive income (loss)	(263		)	—			—
Purchases, sales, issuances and settlements:
Settlements	(380		)	—			883
Ending balance at December 31, 2015	$	17,839		$	—		$	(3,632	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	125		$	—		$	—
Included in interest expense	—			—			(627		)
Included in non-operating income	—			—			(96		)

	December 31, 2014
	Assets						Liabilities
(In thousands)	Investment Available for Sale			CRDA Deposits			Merger Earnout			Contingent Payments
Balance at January 1, 2014	$	17,128		$	4,613		$	(1,125	)	$	(4,343	)
Deposits	—			5,481			—			—
Total gains (losses) (realized or unrealized):
Included in earnings	119			(1,798		)	1,050			(274		)
Included in other comprehensive income (loss)	1,465			—			—			—
Purchases, sales, issuances and settlements:
Settlements	(355		)	(259		)	—			825
Deconsolidation of Borgata on September 30, 2014	—			(8,037		)	—			—
Ending balance at December 31, 2014	$	18,357		$	—		$	(75	)	$	(3,792	)
Gains (losses) included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held at the reporting date:
Included in interest income	$	119		$	—		$	—		$	—
Included in interest expense	—			—			—			(734		)
Included in non-operating income	—			—			—			60

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

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

	Valuation Technique	Unobservable Input	Rate
Investment available for sale	Discounted cash flow	Discount rate	10.0	%
Contingent payments	Discounted cash flow	Discount rate	18.5	%

Fair Value, Assets Measured on Recurring and Nonrecurring Basis

The following tables provide the fair value measurement information about our obligation under minimum assessment agreements and other financial instruments:

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Liabilities
Obligation under assessment arrangements	$	36,749	$	28,612	$	29,529	Level 3
Other financial instruments	300		268		268		Level 3

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

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

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

	December 31, 2014
(In thousands)	Outstanding Face Amount		Carrying Value		Estimated Fair Value		Fair Value Hierarchy
Boyd Gaming Debt:
Bank Credit Facility	$	1,387,425	$	1,369,176	$	1,395,595	Level 2
9.125% Senior Notes due 2018	500,000		487,765		517,500		Level 1
9.00% Senior Notes due 2020	350,000		348,074		359,625		Level 1
HoldCo Note	151,740		139,968		144,153		Level 3
	2,389,165		2,344,983		2,416,873
Peninsula Segment Debt:
Bank credit facility	742,400		718,807		754,364		Level 2
8.375% Senior Notes due 2018	350,000		341,058		363,125		Level 2
Other	3		3		3		Level 3
	1,092,403		1,059,868		1,117,492
Total debt	$	3,481,568	$	3,404,851	$	3,534,365

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated

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

	Year Ended December 31,
(In thousands)	2015			2014			2013
Net Revenues
Las Vegas Locals	$	610,107		$	592,652		$	591,447
Downtown Las Vegas	234,191			224,275			222,715
Midwest and South	852,288			831,477			864,247
Peninsula	502,846			493,851			520,329
Borgata (1)	—			559,064			695,700
Total Reportable Segment Net Revenues	$	2,199,432		$	2,701,319		$	2,894,438
Adjusted EBITDA
Las Vegas Locals	$	157,312		$	144,397		$	137,501
Downtown Las Vegas	49,314			37,309			35,036
Midwest and South	196,822			169,977			179,976
Peninsula	184,120			175,081			185,269
Borgata (1)	102,095			137,936			119,237
Total Reportable Segment Adjusted EBITDA (2)	689,663			664,700			657,019
Corporate expense	(60,177		)	(59,420		)	(46,594		)
Adjusted EBITDA	629,486			605,280			610,425
Other operating costs and expenses
Deferred rent	3,428			3,618			3,831
Depreciation and amortization	207,118			251,044			278,413
Project development, preopening and writedowns	6,907			14,390			14,608
Share-based compensation expense	19,264			18,666			18,891
Impairments of assets	18,565			60,780			10,383
Other operating charges, net	907			(2,124		)	5,998
Our share of Borgata's other operating costs and expenses	28,674			7,390			—
Total other operating costs and expenses	284,863			353,764			332,124
Operating income	$	344,623		$	251,516		$	278,301

Reconciliation of Assets from Segment to Consolidated

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

	December 31,
(In thousands)	2015		2014
Assets
Las Vegas Locals	$	1,155,224	$	1,164,115
Downtown Las Vegas	138,159		128,682
Midwest and South	1,263,751		1,302,002
Peninsula	1,370,991		1,426,994
Total Reportable Segment assets	3,928,125		4,021,793
Corporate	422,775		400,591
Total assets	$	4,350,900	$	4,422,384

Capital Expenditures by Reportable Segment

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

	Year Ended December 31,
(In thousands)	2015		2014			2013
Capital Expenditures:
Las Vegas Locals	$	41,772	$	31,653		$	30,861
Downtown Las Vegas	13,000		9,917			5,505
Midwest and South	42,130		55,273			39,589
Peninsula	18,757		33,756			27,094
Borgata (1)	—		11,623			22,357
Total Reportable Segment Capital Expenditures	115,659		142,222			125,406
Corporate	12,646		(8,786		)	12,173
Other	—		—			28
Total Capital Expenditures	128,305		133,436			137,607
Change in Accrued Property Additions	2,865		15,938			6,913
Cash-Based Capital Expenditures	$	131,170	$	149,374		$	144,520

(1) Borgata capital expenditures are only included through the date of deconsolidation, September 30, 2014.

The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries.

XML

Selected Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information

The following table presents selected quarterly financial information:

	Year Ended December 31, 2015
(In thousands, except per share data)	First		Second			Third		Fourth			Year
Summary Operating Results:
Net revenues	$	550,578	$	559,867		$	546,313	$	542,674		$	2,199,432
Operating income	83,558		98,182			100,530		62,353			344,623
Net income (loss) attributable to Boyd Gaming Corporation	35,103		(6,425		)	25,425		(6,869		)	47,234
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	0.31	$	(0.06	)	$	0.23	$	(0.06	)	$	0.42
Diluted net income (loss) per common share	$	0.31	$	(0.06	)	$	0.22	$	(0.06	)	$	0.42

	Year Ended December 31, 2014
(In thousands, except per share data)	First			Second		Third			Fourth			Year
Summary Operating Results:
Net revenues	$	708,349		$	722,534	$	738,843		$	531,593		$	2,701,319
Operating income	68,516			86,979		73,774			22,247			251,516
Net income (loss) attributable to Boyd Gaming Corporation	(6,182		)	669		(15,105		)	(32,423		)	(53,041		)
Basic and diluted net income (loss) per common share:
Basic net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)
Diluted net income (loss) per common share	$	(0.06	)	$	0.01	$	(0.14	)	$	(0.29	)	$	(0.48	)

XML

Condensed Consolidating Financial Information (Tables)

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Balance Sheet

Condensed Consolidating Balance Sheets

	December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	124,426	$	34,172		$	221		$	—		$	158,821
Other current assets	14,602		61,157		23,660			—			(1,008		)	98,411
Property and equipment, net	68,515		1,745,203		411,624			—			—			2,225,342
Investments in subsidiaries	3,547,690		138,116		—			—			(3,441,185		)	244,621
Intercompany receivable	—		1,867,783		—			—			(1,867,783		)	—
Other assets, net	12,521		8,982		26,838			—			—			48,341
Intangible assets, net	—		406,540		483,514			—			—			890,054
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,250		$	—		$	—		$	29,750
Current liabilities	102,946		146,178		76,482			—			(285		)	325,321
Accumulated losses of subsidiaries in excess of investment	—		—		3,192			—			(3,192		)	—
Intercompany payable	720,400		—		1,147,082			475			(1,867,957		)	—
Long-term debt, net of current maturities	2,255,800		—		983,999			—			—			3,239,799
Other long-term liabilities	34,723		154,633		58,663			—			—			248,019
Boyd Gaming Corporation stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,592		)	507,961
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	507,961		4,264,190		(825,344		)	(254		)	(3,438,542		)	508,011
Total liabilities and stockholders' equity	$	3,643,330	$	4,565,001	$	1,452,324		$	221		$	(5,309,976	)	$	4,350,900

Condensed Consolidating Balance Sheets - continued

	December 31, 2014
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	2	$	111,452	$	33,668		$	219		$	—		$	145,341
Other current assets	10,234		69,012		21,980			—			(4,617		)	96,609
Property and equipment, net	65,365		1,775,486		445,257			—			—			2,286,108
Investments in subsidiaries	3,345,735		150,694		—			—			(3,273,712		)	222,717
Intercompany receivable	—		1,637,101		—			—			(1,637,101		)	—
Other assets, net	12,595		9,149		30,306			—			—			52,050
Intangible assets, net	—		425,083		509,166			—			—			934,249
Goodwill, net	—		212,794		472,516			—			—			685,310
Total assets	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	21,500	$	—	$	8,253		$	—		$	—		$	29,753
Other current liabilities	82,711		160,542		84,427			—			(238		)	327,442
Accumulated losses of subsidiaries in excess of investment	—		—		3,619			—			(3,619		)	—
Intercompany payable	668,310		—		972,425			397			(1,641,132		)	—
Long-term debt, net of current maturities	2,183,485		—		1,191,613			—			—			3,375,098
Other long-term liabilities	39,888		169,824		42,292			—			—			252,004
Boyd Gaming Corporation stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,491		)	438,037
Noncontrolling interest	—		—		—			—			50			50
Total stockholders' equity (deficit)	438,037		4,060,405		(789,736		)	(178		)	(3,270,441		)	438,087
Total liabilities and stockholders' equity	$	3,433,931	$	4,390,771	$	1,512,893		$	219		$	(4,915,430	)	$	4,422,384

Schedule of Condensed Income Statement

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2015
					Non-			Non-
					Guarantor			Guarantor
					Subsidiaries			Subsidiaries
			Guarantor		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries		Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	121,541	$	1,670,301	$	551,199		$	—		$	(143,609	)	$	2,199,432
Operating costs and expenses
Operating	1,800		892,039		296,985			—			—			1,190,824
Selling, general and administrative	48,173		215,362		58,903			—			(18		)	322,420
Maintenance and utilities	—		89,800		14,748			—			—			104,548
Depreciation and amortization	6,179		128,269		72,670			—			—			207,118
Corporate expense	71,700		227		5,014			—			—			76,941
Project development, preopening and writedowns	884		1,101		4,846			76			—			6,907
Impairment of assets	—		17,500		1,065			—			—			18,565
Other operating items, net	599		112		196			—			—			907
Intercompany expenses	1,204		121,727		20,660			—			(143,591		)	—
Total operating costs and expenses	130,539		1,466,137		475,087			76			(143,609		)	1,928,230
Equity in earnings of subsidiaries	189,980		50,228		(76		)	—			(166,711		)	73,421
Operating income (loss)	180,982		254,392		76,036			(76		)	(166,711		)	344,623
Other expense (income)
Interest expense, net	125,890		10,867		85,975			—			—			222,732
Loss on early extinguishments of debt	30,829		—		9,904			—			—			40,733
Other, net	396		2,660		620			—			—			3,676
Boyd's share of Borgata's non-operating items, net	—		37,422		—			—			—			37,422
Total other expense, net	157,115		50,949		96,499			—			—			304,563
Income (loss) before income taxes	23,867		203,443		(20,463		)	(76		)	(166,711		)	40,060
Income taxes benefit (provision)	23,367		1,981		(18,174		)	—			—			7,174
Net income (loss)	$	47,234	$	205,424	$	(38,637	)	$	(76	)	$	(166,711	)	$	47,234
Comprehensive income (loss)	$	46,971	$	205,161	$	(38,900	)	$	(76	)	$	(166,185	)	$	46,971

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	117,159		$	1,620,170		$	542,538		$	559,064		$	(137,612	)	$	2,701,319
Operating costs and expenses
Operating	1,800			879,073			303,570			290,005			—			1,474,448
Selling, general and administrative	46,708			223,741			57,370			101,930			(220		)	429,529
Maintenance and utilities	—			94,654			14,871			47,211			—			156,736
Depreciation and amortization	5,667			126,444			76,804			42,129			—			251,044
Corporate expense	71,951			220			3,455			—			—			75,626
Project development, preopening and writedowns	105			7,130			6,350			805			—			14,390
Impairment of assets	320			51,489			8,971			—			—			60,780
Other operating items, net	164			—			(177		)	(2,111		)	—			(2,124		)
Intercompany expenses	1,204			116,105			20,083			—			(137,392		)	—
Total operating costs and expenses	127,919			1,498,856			491,297			479,969			(137,612		)	2,460,429
Equity in earnings of subsidiaries	85,360			(20,191		)	(162		)	—			(54,381		)	10,626
Operating income (loss)	74,600			101,123			51,079			79,095			(54,381		)	251,516
Other expense (income)
Interest expense, net	132,204			5,527			90,450			53,327			—			281,508
Loss on early extinguishments of debt	—			—			1,536			—			—			1,536
Other, net	(793		)	—			841			—			—			48
Boyd's share of Borgata's non-operating items, net	—			9,309			—			—			—			9,309
Total other expense, net	131,411			14,836			92,827			53,327			—			292,401
Income (loss) before income taxes	(56,811		)	86,287			(41,748		)	25,768			(54,381		)	(40,885		)
Income taxes benefit (provision)	3,770			13,127			(14,525		)	(3,125		)	—			(753		)
Net income (loss)	(53,041		)	99,414			(56,273		)	22,643			(54,381		)	(41,638		)
Net income attributable to noncontrolling interest	—			—			—			—			(11,403		)	(11,403		)
Net income (loss) attributable to controlling interest	$	(53,041	)	$	99,414		$	(56,273	)	$	22,643		$	(65,784	)	$	(53,041	)
Comprehensive income (loss)	$	(51,577	)	$	100,878		$	(54,809	)	$	22,643		$	(57,309	)	$	(40,174	)

Consolidating Statements of Operations - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Net revenues	$	123,951		$	1,650,002		$	570,267		$	697,633		$	(147,415	)	$	2,894,438
Operating costs and expenses
Operating	1,848			901,668			315,365			367,981			—			1,586,862
Selling, general and administrative	46,880			231,260			63,349			148,779			(42		)	490,226
Maintenance and utilities	—			92,014			14,680			59,704			—			166,398
Depreciation and amortization	6,619			121,893			90,155			59,746			—			278,413
Corporate expense	59,128			119			4,002			—			—			63,249
Project development, preopening and writedowns	1,586			1,804			8,874			4,277			(1,933		)	14,608
Impairment of assets	—			13,634			4,450			5,033			(12,734		)	10,383
Other operating items, net	427			2,075			359			3,137			—			5,998
Intercompany expenses	1,213			122,630			21,598			—			(145,441		)	—
Total operating costs and expenses	117,701			1,487,097			522,832			648,657			(160,150		)	2,616,137
Equity in earnings of subsidiaries	101,148			(38,981		)	—			—			(62,167		)	—
Operating income (loss)	107,398			123,924			47,435			48,976			(49,432		)	278,301
Other expense (income)
Interest expense, net	153,893			9,662			94,917			83,711			—			342,183
Loss on early extinguishments of debt	25,001			—			3,343			25,858			—			54,202
Other, net	137			—			(2,227		)	—			—			(2,090		)
Total other expense, net	179,031			9,662			96,033			109,569			—			394,295
Income (loss) from continuing operations before income taxes	(71,633		)	114,262			(48,598		)	(60,593		)	(49,432		)	(115,994		)
Income taxes benefit (provision)	(8,631		)	3,959			(3,093		)	4,415			—			(3,350		)
Income (loss) from continuing operations, net of tax	(80,264		)	118,221			(51,691		)	(56,178		)	(49,432		)	(119,344		)
Income (loss) from discontinued operations, net of tax	—			—			23,524			—			(12,734		)	10,790
Net income (loss)	(80,264		)	118,221			(28,167		)	(56,178		)	(62,166		)	(108,554		)
Net loss attributable to noncontrolling interest	—			—			—			—			28,290			28,290
Net income (loss) attributable to controlling interest	$	(80,264	)	$	118,221		$	(28,167	)	$	(56,178	)	$	(33,876	)	$	(80,264	)
Comprehensive income	$	(80,819	)	$	117,666		$	(28,722	)	$	(56,178	)	$	(61,056	)	$	(109,109	)

Schedule of Condensed Cash Flow Statement

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2015
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	102,080		$	318,391		$	(76,692	)	$	(76	)	$	(3,857	)	$	339,846
Cash flows from investing activities
Capital expenditures	(48,591		)	(63,635		)	(18,944		)	—			—			(131,170		)
Net activity with affiliates	—			(230,682		)	—			—			230,682			—
Distributions from subsidiary	11,200			—			—			—			(11,200		)	—
Other investing activities	3,292			—			1,236			—			—			4,528
Net cash from investing activities	(34,099		)	(294,317		)	(17,708		)	—			219,482			(126,642		)
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500			—			345,500			—			—			1,379,000
Payments under bank credit facility	(1,211,200		)	—			(425,150		)	—			—			(1,636,350		)
Proceeds from issuance of senior notes, net	750,000			—			—			—			—			750,000
Debt financing costs, net	(14,004		)	—			—			—			—			(14,004		)
Payments on retirements of long-term debt	(500,000		)	—			(157,813		)	—			—			(657,813		)
Premium and consent fees paid	(24,246		)	—			—			—			—			(24,246		)
Net activity with affiliates	(105,720		)	—			332,467			78			(226,825		)	—
Distributions to parent	—			(11,100		)	(100		)	—			11,200			—
Share-based compensation activities, net	3,689			—			—			—			—			3,689
Other financing activities	—			—			—			—			—			—
Net cash from financing activities	(67,981		)	(11,100		)	94,904			78			(215,625		)	(199,724		)
Net change in cash and cash equivalents	—			12,974			504			2			—			13,480
Cash and cash equivalents, beginning of period	2			111,452			33,668			219			—			145,341
Cash and cash equivalents, end of period	$	2		$	124,426		$	34,172		$	221		$	—		$	158,821

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2014
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(39,524	)	$	234,242		$	92,617		$	35,832		$	(308	)	$	322,859
Cash flows from investing activities
Capital expenditures	(43,164		)	(60,686		)	(33,901		)	(11,623		)	—			(149,374		)
Deconsolidation of Borgata	—			—			—			(26,891		)	—			(26,891		)
Net activity with affiliates	—			(162,689		)	—			—			162,689			—
Distributions from subsidiary	5,300			—			—			—			(5,300		)	—
Other investing activities	—			(660		)	(5,252		)	2,197			—			(3,715		)
Net cash from investing activities	(37,864		)	(224,035		)	(39,153		)	(36,317		)	157,389			(179,980		)
Cash flows from financing activities
Borrowings under bank credit facility	830,400			—			317,400			410,900			—			1,558,700
Payments under bank credit facility	(910,700		)	—			(377,150		)	(444,900		)	—			(1,732,750		)
Debt financing costs, net	(83		)	—			—			(205		)	—			(288		)
Payments under note payable	—			—			(9		)	—			—			(9		)
Payments on retirements of long-term debt	—			—			—			(2,850		)	—			(2,850		)
Net activity with affiliates	155,952			—			6,297			132			(162,381		)	—
Distributions to parent	—			(5,200		)	(100		)	—			5,300			—
Share-based compensation activities, net	1,791			—			—			—			—			1,791
Other financing activities	30			—			—			—			—			30
Net cash from financing activities	77,390			(5,200		)	(53,562		)	(36,923		)	(157,081		)	(175,376		)
Net change in cash and cash equivalents	2			5,007			(98		)	(37,408		)	—			(32,497		)
Cash and cash equivalents, beginning of period	—			106,445			33,766			37,627			—			177,838
Cash and cash equivalents, end of period	$	2		$	111,452		$	33,668		$	219		$	—		$	145,341

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2013
							Non-			Non-
							Guarantor			Guarantor
							Subsidiaries			Subsidiaries
				Guarantor			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(229,447	)	$	407,349		$	42,719		$	51,748		$	4,666		$	277,035
Cash flows from investing activities
Capital expenditures	(44,985		)	(49,847		)	(27,331		)	(22,357		)	—			(144,520		)
Proceeds from sale of Echelon, net	343,750			—			—			—			—			343,750
Proceeds from sale of other assets, net	4,875			—			—			—			—			4,875
Cash paid for exercise of LVE option	(187,000		)	—			—			—			—			(187,000		)
Investments in and advances to unconsolidated subsidiaries, net	(2,400		)	—			—			—			2,400			—
Net activity with affiliates	—			(372,171		)	759			42			371,370			—
Distribution from subsidiary	9,620			—			—			—			(9,620		)	—
Other investing activities	—			—			(1,253		)	3,726			—			2,473
Net cash from investing activities	123,860			(422,018		)	(27,825		)	(18,589		)	364,150			19,578
Cash flows from financing activities
Borrowings under bank credit facility	2,920,675			—			354,700			444,500			—			3,719,875
Payments under bank credit facility	(2,927,800		)	—			(406,950		)	(424,600		)	—			(3,759,350		)
Debt financing costs, net	(24,349		)	—			(10,288		)	(10,115		)	—			(44,752		)
Payments under note payable	(10,341		)	—			(479		)	—			—			(10,820		)
Payments on retirements of long-term debt	(459,278		)	—			—			(416,209		)	—			(875,487		)
Net proceeds from issuance of term loan	—			—			—			376,200			—			376,200
Advances from parent	—			2,400			—			—			(2,400		)	—
Net activity with affiliates	376,036			—			—			—			(376,036		)	—
Distributions to parent	—			—			(9,620		)	—			9,620			—
Stock options exercised	13,752			—			—			—			—			13,752
Proceeds from sale of common stock, net	216,467			—			—			—			—			216,467
Other financing activities	(2,095		)	—			—			—			—			(2,095		)
Net cash from financing activities	103,067			2,400			(72,637		)	(30,224		)	(368,816		)	(366,210		)
Cash flows from discontinued operations
Cash flows from operating activities	—			—			(2,144		)	—			—			(2,144		)
Cash flows from investing activities	—			—			56,751			—			—			56,751
Cash flows from financing activities	—			—			—			—			—			—
Net cash from discontinued operations	—			—			54,607			—			—			54,607
Net change in cash and cash equivalents	(2,520		)	(12,269		)	(3,136		)	2,935			—			(14,990		)
Cash and cash equivalents, beginning of period	2,520			118,714			36,619			34,692			—			192,545
Change in cash classified as discontinued operations	—			—			283			—			—			283
Cash and cash equivalents, end of period	$	—		$	106,445		$	33,766		$	37,627		$	—		$	177,838

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Summary of Significant Accounting Policies (Organization) (Details)	12 Months Ended
	Dec. 31, 2015 entity segment
Organization Attributes [Line Items]
Number of Gaming Entertainment Properties	21
Number of Controlling Interests Held	1
Number of reportable segments | segment	5
LVE
Organization Attributes [Line Items]
Ownership percentage by noncontrolling owners	100.00%

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Summary of Significant Accounting Policies (Consolidation) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jan. 31, 2010
Consolidated Entities [Line Items]
Equity method investment, ownership percentage	50.00%
Assets	$ 4,350,900	$ 4,422,384
Borgata
Consolidated Entities [Line Items]
Assets			$ 1,318,155
MGM
Consolidated Entities [Line Items]
Equity method investment, ownership percentage				50.00%

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Summary of Significant Accounting Policies (Accounts Receivable, Net) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance, January 1,	$ 1,971	$ 23,908	$ 25,693
Additions	361	2,058	2,868
Deductions	(245)	(4,182)	(4,653)
Ending balance	2,087	1,971	23,908
Borgata
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reduction of Allowance for Doubtful Accounts due to Deconsolidation	$ 0	$ (19,813)	$ 0

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Summary of Significant Accounting Policies (Property, Plant and Equipment Useful Lives) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Interest Costs Capitalized	$ 0.1	$ 1.4	$ 1.1
Building and Improvements | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Building and Improvements | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	40 years
Riverboats and Barges | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Riverboats and Barges | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	40 years
Furniture and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	1 year
Furniture and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	10 years

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Summary of Significant Accounting Policies (Investments) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Investment available for sale	$ 17,400	$ 18,000
Available-for-sale securities, current portion	400	400
Peninsula Gaming
Schedule of Available-for-sale Securities [Line Items]
Investment available for sale	$ 17,800	18,400
Available-for-sale securities, current portion		400
Peninsula Gaming | 7.5% City Bonds
Schedule of Available-for-sale Securities [Line Items]
Debt security, interest rate	7.50%
(In thousands)
2013	$ 410
2014	440
2015	475
2016	510
2017	550
Thereafter	18,985
Total	21,370
Peninsula Gaming | Other Assets, Net
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, noncurrent portion	$ 17,400	$ 18,000

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Summary of Significant Accounting Policies (Intangible Assets) (Details) - Favorable Lease Rates	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	32 years 4 months 24 days	33 years 4 months 24 days
Minimum
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	41 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Favorable lease rates, original useful lives	52 years

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Summary of Significant Accounting Policies (Noncontrolling Interest) (Details)	Dec. 31, 2015
Borgata
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	50.00%
LVE
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	100.00%
LVE
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	100.00%

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Summary of Significant Accounting Policies (Promotional Allowances) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowances [Line Items]
Promotional allowances	$ 242,645	$ 416,874	$ 461,473
Cost of promotional allowances	181,612	242,031	263,316
Rooms
Allowances [Line Items]
Promotional allowances	77,177	132,231	147,305
Cost of promotional allowances	35,605	53,167	58,960
Food and Beverage
Allowances [Line Items]
Promotional allowances	150,598	190,632	207,072
Cost of promotional allowances	133,717	168,626	181,689
Other Products and Services
Allowances [Line Items]
Promotional allowances	14,870	94,011	107,096
Cost of promotional allowances	$ 12,290	$ 20,238	$ 22,667

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Summary of Significant Accounting Policies (Preopening Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Preopening Expenses [Line Items]
Project development, preopening and writedowns	$ 14,390	$ 14,608
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member]
Preopening Expenses [Line Items]
Project development, preopening and writedowns		16,541
LVE
Preopening Expenses [Line Items]
Project development, preopening and writedowns		$ (1,933)

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Summary of Significant Accounting Policies (Stock Option Valuation Assumptions) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Expected stock price volatility	49.06%	54.14%	73.75%
Annual dividend rate	0.00%	0.00%	0.00%
Risk-free interest rate	1.59%	1.6429%	1.4038%
Expected option life (in years)	5 years 3 months 11 days	5 years 4 months 24 days	5 years 3 months 11 days
Estimated fair value per share	$ 9.06	$ 5.70	$ 6.09

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Summary of Significant Accounting Policies (Antidilutive Securities) (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	913.9	955.6

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Summary of Significant Accounting Policies (Other) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of CRDA Deposits [Line Items]
Cash and cash equivalents, maturity of qualifying investments, maximum	3 months
Restricted cash, maturity of qualifying investments, maximum	90 days
Interest Costs Capitalized	$ 100	$ 1,400	$ 1,100
Self Insurance Reserve [Roll Forward]
Self insurance reserve, beginning balance	33,004	44,073	38,663
Additions
Charged to costs and expenses	80,311	95,269	110,683
Payments made	(83,247)	(93,168)	(105,273)
Self insurance reserve, ending balance	30,068	33,004	44,073
Gaming taxes	332,100	370,000	393,000
Advertising expense	33,400	50,500	44,500
Corporate expense	76,941	75,626	63,249
Weighted average shares outstanding:
Self Insurance Reserves, Decrease from Deconsolidation	$ 0	$ (13,170)	$ 0

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Summary of Significant Accounting Policies Equity Method Investments (Details)	Dec. 31, 2015
Borgata
Schedule of Equity Method Investments [Line Items]
Ownership percentage by noncontrolling owners	50.00%

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Summary of Significant Accounting Policies Reclassification (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revisions and Reclassifications

Discontinued Operations

Our consolidated financial statements reflect the results of operations and cash flows of our Dania Jai-Alai property as discontinued operations. See Note 2, Acquisitions and Divestitures, for further discussion.

Reclassifications

Certain prior period amounts presented in our consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications relate to debt issuance costs being recorded as a direct deduction from the carrying amount of the related debt liability (see further discussion under Recently Issued Accounting Pronouncements - Accounting Standards Update 2015-03). This reclassification reduced our total assets and total liabilities as previously reported in our consolidated balance sheet for December 31, 2014, by $56.5 million. In addition, asset transactions costs that were previously disaggregated in our consolidated statements of operations for the years ended December 31, 2014 and 2013 were accumulated with preopening expenses. This reclassification had no effect on our retained earnings or net loss as previously reported.

Prior Period Reclassification Adjustment

$ 56.5

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Asset Acquisitions (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2011	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill, net		$ 685,310	$ 685,310
Minimum
Other Acquisitions
Obligation to fund certain pre-development costs, annual amount		1,000
Maximum
Other Acquisitions
Obligation to fund certain pre-development costs, annual amount		2,000
Development Agreement
Business Acquisition [Line Items]
Purchase price	$ 24,500
Peninsula
Business Acquisition [Line Items]
Goodwill, net		$ 471,734

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Asset Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill, net	$ 685,310	$ 685,310
Peninsula
Business Acquisition [Line Items]
Goodwill, net	$ 471,734

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Asset Acquisitions (Acquired Property and Equipment) (Details)	12 Months Ended
	Dec. 31, 2015
Building and Improvements | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	3 years
Building and Improvements | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	40 years
Furniture and Equipment | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	1 year
Furniture and Equipment | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	10 years
Riverboats | Minimum
Business Acquisition [Line Items]
Property and equipment, useful lives	5 years
Riverboats | Maximum
Business Acquisition [Line Items]
Property and equipment, useful lives	40 years

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Asset Acquisitions Asset Acquisitions (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Goodwill, net	$ 685,310	$ 685,310
Trademarks
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	0	300
Gaming License Rights
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	17,502	39,772	$ 900
Peninsula
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Goodwill, net	$ 471,734
Peninsula | Trademarks
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		300	$ 3,200
Peninsula | Gaming License Rights
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		$ 1,400

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Asset Acquisitions Real Estate Disposition (Details) $ in Millions			12 Months Ended
	May. 23, 2013 USD ($)	Mar. 04, 2013 USD ($)	Dec. 31, 2013 USD ($)	May. 21, 2013 a
Echelon Development
Disposition of Echelon [Abstract]
Sale of Dania Jai-Alai, price		$ 350.0
Proceeds from Divestiture of Businesses		$ 157.0
Area of land sold | a				87
Dania Jai-Alai
Disposition of Echelon [Abstract]
Sale of Dania Jai-Alai, price	$ 65.5
Discontinued Operation, Intercompany Amounts with Discontinued Operation before Disposal Transaction, Revenue			$ 5.0
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal			$ 2.0
Proceeds from Divestiture of Businesses	58.5
Area of land sold | a				47
Disposition of Dania Jai Alai [Abstract]
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	$ 18.9

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Deconsolidation of Certain Interests (Narrative) (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 04, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Jan. 31, 2010
Consolidated Entities [Line Items]
Assets, Current		$ 257,232	$ 241,950
Equity method investment, ownership percentage		50.00%
Impairments of assets		$ 18,565	60,780	$ 10,383
Assets		4,350,900	4,422,384
Liabilities, Current		355,071	357,195
Other long-term liabilities		248,019	252,004
Borgata
Consolidated Entities [Line Items]
Assets, Current		97,935	100,297		$ 98,119
Impairments of assets		12,100
Long-Lived Assets					1,220,036
Assets					1,318,155
Liabilities, Current		117,452	122,150		106,666
Other long-term liabilities					786,278
Other Noncontrolling Interests					191,833
Liabilities and noncontrolling interest					$ 1,084,777
Borgata
Consolidated Entities [Line Items]
Equity method investment, ownership percentage						50.00%
Echelon Central Energy Facility | LVE
Consolidated Entities [Line Items]
Purchase price of LVE energy center assets	$ 187,000
Sale price of LVE energy center assets	$ 187,000
Segment Reconciling Items [Member]
Consolidated Entities [Line Items]
Impairments of assets		$ 18,565	$ 60,780	$ 10,383

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Deconsolidation of Certain Interests (Measurement Period Adjustments Not Recorded) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Maintenance and utilities		$ 104,548	$ 156,736	$ 166,398
Depreciation and amortization		207,118	251,044	278,413
Other operating items, net		907	(2,124)	5,998
Total operating costs and expenses		1,928,230	2,460,429	2,616,137
Interest expense, net of amounts capitalized		224,590	283,387	344,330
Total other expense, net		304,563	292,401	394,295
Income (loss) from continuing operations before income taxes		40,060	$ (40,885)	$ (115,994)
Borgata
Condensed Financial Statements, Captions [Line Items]
Total operating costs and expenses	$ 157,896	657,324
Interest expense, net of amounts capitalized	$ 17,431	$ 59,681

XML

Deconsolidation of Certain Interests (Borgata Results of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Gaming									$ 1,847,167	$ 2,307,565	$ 2,478,983
Food and beverage									307,442	408,236	446,367
Room									163,509	248,222	265,371
Other									123,959	154,170	165,190
Gross revenues									2,442,077	3,118,193	3,355,911
Less promotional allowances									242,645	416,874	461,473
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	2,199,432	2,701,319	2,894,438
Gaming									900,922	1,087,901	1,170,843
Food and beverage									168,096	222,393	240,081
Room									41,298	51,906	54,338
Other									80,508	112,248	121,600
Selling, general and administrative									322,420	429,529	490,226
Maintenance and utilities									104,548	156,736	166,398
Depreciation and amortization									207,118	251,044	278,413
Other operating items, net									907	(2,124)	5,998
Total operating costs and expenses									1,928,230	2,460,429	2,616,137
Operating Income (Loss)	62,353	100,530	98,182	83,558	22,247	73,774	86,979	68,516	344,623	251,516	278,301
Interest expense, net of amounts capitalized									224,590	283,387	344,330
Total other expense, net									304,563	292,401	394,295
Net Income (Loss) Attributable to Parent	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	(32,423)	$ (15,105)	$ 669	$ (6,182)	47,234	(53,041)	(80,264)
Loss on early extinguishments of debt									40,733	1,536	54,202
Income taxes benefit (provision)									7,174	$ (753)	$ (3,350)
Borgata
Condensed Financial Statements, Captions [Line Items]
Net Revenues					179,147				804,166
Total operating costs and expenses					157,896				657,324
Operating Income (Loss)					21,251				146,842
Interest expense, net of amounts capitalized					17,431				59,681
Net Income (Loss) Attributable to Parent					2,634				71,997
Loss on early extinguishments of debt					740				18,895
Income taxes benefit (provision)					$ 446				$ (3,731)

XML

Deconsolidation of Certain Interests (Supplemental Pro Forma Information due to Consolidation of Borgata) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Gaming									$ 1,847,167	$ 2,307,565	$ 2,478,983
Food and beverage									307,442	408,236	446,367
Room									163,509	248,222	265,371
Other									123,959	154,170	165,190
Gross revenues									2,442,077	3,118,193	3,355,911
Less promotional allowances									242,645	416,874	461,473
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	2,199,432	2,701,319	2,894,438
Gaming									900,922	1,087,901	1,170,843
Food and beverage									168,096	222,393	240,081
Room									41,298	51,906	54,338
Other									80,508	112,248	121,600
Selling, general and administrative									322,420	429,529	490,226
Maintenance and utilities									104,548	156,736	166,398
Depreciation and amortization									207,118	251,044	278,413
Corporate expense									76,941	75,626	63,249
Project development, preopening and writedowns									6,907	14,390	14,608
Total operating costs and expenses									1,928,230	2,460,429	2,616,137
Operating Income (Loss)	62,353	100,530	98,182	83,558	22,247	73,774	86,979	68,516	344,623	251,516	278,301
Interest income									(1,858)	(1,879)	(2,147)
Interest expense, net of amounts capitalized									224,590	283,387	344,330
Loss on early extinguishments of debt									40,733	1,536	54,202
Total other expense, net									304,563	292,401	394,295
Income (loss) from continuing operations before income taxes									40,060	(40,885)	(115,994)
Income taxes benefit (provision)									7,174	(753)	(3,350)
Net income (loss)									47,234	(41,638)	(108,554)
Less: net income (loss) attributable to noncontrolling interest									0	(11,403)	28,290
Net Income (Loss) Attributable to Parent	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	$ (32,423)	$ (15,105)	$ 669	$ (6,182)	$ 47,234	$ (53,041)	$ (80,264)

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Deconsolidation of Certain Interests Borgata Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2014
Business Acquisition [Line Items]
Current assets	$ 257,232	$ 241,950
Liabilities, Current	355,071	357,195
Total Boyd Gaming Corporation stockholders’ equity	507,961	438,037
Borgata
Business Acquisition [Line Items]
Current assets	97,935	100,297	$ 98,119
Property and other long-term assets, net	1,149,337	1,196,339
Long-Lived Assets			1,220,036
Liabilities, Current	117,452	122,150	$ 106,666
Long-term debt and other long-term liabilities	687,307	762,609
Total Boyd Gaming Corporation stockholders’ equity	$ 455,685	$ 411,877

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Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,210,356	$ 4,131,026
Less accumulated depreciation	1,985,014	1,844,918
Property and equipment, net	2,225,342	2,286,108
Depreciation expense	179,900	218,600	$ 232,000
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	229,857	229,684
Building and Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,539,578	2,534,618
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,152,277	1,079,878
Riverboats and Barges
Property, Plant and Equipment [Line Items]
Property and equipment, gross	238,743	239,669
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	42,497	35,675
Other
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,404	$ 11,502

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Intangible Assets (Summary of Amortizing and Indefinite-Lived Intangibles) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Intangible Assets [Line Items]
Intangible assets, gross	$ 1,205,879	$ 1,209,179
Intangible assets, cumulative amortization	(155,951)	(132,558)
Intangible assets, cumulative impairment	(159,874)	(142,372)
Intangible assets, net	890,054	934,249	$ 1,070,660	$ 1,119,638
Amortizing intangibles:
Gross carrying value	203,043	206,343
Cumulative amortization	(121,991)	(98,598)
Cumulative impairment losses	0	0
Intangible assets, net	81,052	107,745
Indefinite lived intangible assets:
Gross carrying value	1,002,836	1,002,836
Cumulative amortization	(33,960)	(33,960)
Cumulative impairment losses	(159,874)	(142,372)
Intangible assets, net	$ 809,002	$ 826,504
Customer Relationships
Amortizing intangibles:
Weighted average life	1 year 10 months 24 days	2 years 11 months 2 days
Gross carrying value	$ 136,300	$ 139,600
Cumulative amortization	(109,994)	(87,642)
Cumulative impairment losses	0	0
Intangible assets, net	26,306	51,958	85,267	130,941
Noncompete Agreements
Amortizing intangibles:
Intangible assets, net	$ 0	$ 0	0	2,846
Favorable Lease Rates
Amortizing intangibles:
Weighted average life	32 years 4 months 24 days	33 years 4 months 24 days
Gross carrying value	$ 45,370	$ 45,370
Cumulative amortization	(11,997)	(10,956)
Cumulative impairment losses	0	0
Intangible assets, net	$ 33,373	$ 34,414	35,458	36,503
Development Agreement
Amortizing intangibles:
Weighted average life	0 years	0 years
Gross carrying value	$ 21,373	$ 21,373
Cumulative amortization	0	0
Cumulative impairment losses	0	0
Intangible assets, net	21,373	21,373	21,373	21,373
Trademarks
Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	0	300
Indefinite lived intangible assets:
Gross carrying value	129,501	129,501
Cumulative amortization	0	0
Cumulative impairment losses	(3,500)	(3,500)
Intangible assets, net	126,001	126,001	188,287	186,800
Gaming License Rights
Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	17,502	39,772	900
Indefinite lived intangible assets:
Gross carrying value	873,335	873,335
Cumulative amortization	(33,960)	(33,960)
Cumulative impairment losses	(156,374)	(138,872)
Intangible assets, net	$ 683,001	$ 700,503	$ 740,275	$ 741,175
Minimum | Favorable Lease Rates
Amortizing intangibles:
Weighted average life	41 years
Indefinite-Lived Intangible Assets, Valuation Assumptions [Abstract]
Valuation assumptions, term	41 years
Maximum | Favorable Lease Rates
Amortizing intangibles:
Weighted average life	52 years
Indefinite-Lived Intangible Assets, Valuation Assumptions [Abstract]
Valuation assumptions, term	52 years

XML

Intangible Assets (Changes in Intangible Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	$ 107,745
Amortization	(26,693)	$ (34,353)	$ (49,565)
Balance, end of period	81,052	107,745
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	826,504
Balance, end of period	809,002	826,504
Intangible Assets [Roll Forward]
Balance, beginning of period	934,249	1,070,660	1,119,638
Additions	0	14	4,687
Amortization	(26,693)	(34,353)	(49,565)
Balance, end of period	890,054	934,249	1,070,660
Impairment of Intangible Assets (Excluding Goodwill)	17,502	40,072	4,100
Trademarks
Finite-lived Intangible Assets [Roll Forward]
Amortization	0	0	0
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	126,001	188,287	186,800
Additions	0	14	4,687
Impairments	0	(300)
Balance, end of period	126,001	126,001	188,287
Intangible Assets [Roll Forward]
Amortization	0	0	0
Gaming License Rights
Finite-lived Intangible Assets [Roll Forward]
Amortization	0	0	0
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	700,503	740,275	741,175
Additions	0	0	0
Impairments	(17,502)	(39,772)	(900)
Balance, end of period	683,001	700,503	740,275
Intangible Assets [Roll Forward]
Amortization	0	0	0
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	51,958	85,267	130,941
Additions	0	0	0
Impairments	0	0	0
Amortization	(25,652)	(33,309)	(45,674)
Balance, end of period	26,306	51,958	85,267
Intangible Assets [Roll Forward]
Amortization	(25,652)	(33,309)	(45,674)
Noncompete Agreements
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0	0	2,846
Additions	0	0	0
Impairments	0	0	0
Amortization	0	0	(2,846)
Balance, end of period	0	0	0
Intangible Assets [Roll Forward]
Amortization	0	0	(2,846)
Favorable Lease Rates
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	34,414	35,458	36,503
Additions	0	0	0
Impairments	0	0	0
Amortization	(1,041)	(1,044)	(1,045)
Balance, end of period	33,373	34,414	35,458
Intangible Assets [Roll Forward]
Amortization	(1,041)	(1,044)	(1,045)
Development Agreement
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	21,373	21,373	21,373
Additions	0	0	0
Impairments	0	0	0
Amortization	0	0	0
Balance, end of period	21,373	21,373	21,373
Intangible Assets [Roll Forward]
Amortization	0	0	0
Borgata
Intangible Assets [Roll Forward]
Balance, beginning of period	(62,000)
Balance, end of period		(62,000)
Borgata | Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0
Balance, end of period		0
Borgata | Noncompete Agreements
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0
Balance, end of period		0
Borgata | Favorable Lease Rates
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0
Balance, end of period		0
Borgata | Development Agreement
Finite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0
Balance, end of period		0
Borgata | Gaming License Rights
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	0
Balance, end of period		0
Borgata | Trademarks
Indefinite-lived Intangible Assets [Roll Forward]
Balance, beginning of period	(62,000)
Balance, end of period		(62,000)
Midwest and South | Gaming License Rights
Indefinite-lived Intangible Assets [Roll Forward]
Impairments	$ (17,500)	(38,300)
Peninsula | Trademarks
Indefinite-lived Intangible Assets [Roll Forward]
Impairments		(300)	$ (3,200)
Peninsula | Gaming License Rights
Indefinite-lived Intangible Assets [Roll Forward]
Impairments		$ (1,400)

XML

Intangible Assets (Future Amortization) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Future Amortization
2013	$ 15,913
2014	12,479
2015	1,043
2016	1,043
2017	1,043
Thereafter	28,158
Intangible assets, net	$ 59,679
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortizing intangibles, weighted-average remaining useful life	2 years
Future Amortization
2013	$ 14,870
2014	11,436
2015	0
2016	0
2017	0
Thereafter	0
Intangible assets, net	$ 26,306
Favorable Lease Rates
Finite-Lived Intangible Assets [Line Items]
Amortizing intangibles, weighted-average remaining useful life	43 years 9 months 18 days
Future Amortization
2013	$ 1,043
2014	1,043
2015	1,043
2016	1,043
2017	1,043
Thereafter	28,158
Intangible assets, net	$ 33,373

XML

Goodwill (Schedule of Goodwill By Segment) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Line Items]
Gross carrying value	$ 856,923
Cumulative amortization	(6,134)
Cumulative impairment losses	(165,479)
Goodwill, net	685,310	$ 685,310
Las Vegas Locals
Goodwill [Line Items]
Gross carrying value	378,192
Cumulative amortization	0
Cumulative impairment losses	(165,479)
Goodwill, net	212,713
Downtown Las Vegas
Goodwill [Line Items]
Gross carrying value	6,997
Cumulative amortization	(6,134)
Cumulative impairment losses	0
Goodwill, net	863
Peninsula
Goodwill [Line Items]
Gross carrying value	471,734
Cumulative amortization	0
Cumulative impairment losses	0
Goodwill, net	$ 471,734

XML

Goodwill (Goodwill Rollforward) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Roll Forward]
Beginning balance	$ 685,310
Final purchase price adjustment	0	$ 0	$ (9,600)
Ending balance	$ 685,310	$ 685,310

XML

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Payroll and related expenses	$ 71,815	$ 69,672
Interest	35,337	33,985
Gaming liabilities	37,496	35,698
Customer Loyalty Program Liability, Current	18,491	19,058
Accrued liabilities	86,379	80,853
Total accrued liabilities	$ 249,518	$ 239,266

XML

Non-Recourse Obligations of Variable Interest Entity (Schedule of Non-recourse Obligations) (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 04, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
For the year ending December 31,
Less: net income (loss) attributable to noncontrolling interest		$ 0	$ 11,403	$ (28,290)
Net cash from operating activities		$ 339,846	$ 322,859	$ 277,035
Echelon Development
Construction and Term Loan Facility
Sale of Dania Jai-Alai, price	$ 350,000

XML

Long-Term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	May. 21, 2015	Dec. 31, 2014	Aug. 16, 2012	Jun. 08, 2012	Nov. 10, 2010
For the year ending December 31,
Outstanding principal	$ 3,322,475
Unamortized discount	(2,702)		$ (15,332)
Unamortized origination fees	(50,224)		(61,385)
Current maturities of long-term debt	29,750		29,753
Long-term debt, gross, excluding current maturities	3,292,725		3,451,815
Long-term debt, net of current maturities and debt issuance costs	3,239,799		3,375,098
Consolidated, Excluding Borgata
For the year ending December 31,
Outstanding principal	3,322,475		3,481,568
Unamortized discount	(2,702)		(15,332)
Unamortized origination fees	(50,224)		(61,385)
Long-term debt, net	3,269,549		3,404,851
Boyd
For the year ending December 31,
Outstanding principal	2,309,725		2,389,165
Unamortized discount	(2,702)		(15,332)
Unamortized origination fees	(29,724)		(28,850)
Long-term debt, net	2,277,299		2,344,983
Current maturities of long-term debt	21,500		21,500
Long-term debt, net of current maturities and debt issuance costs	$ 2,255,800		$ 2,183,485
Boyd | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Blended interest rate at period end	3.753%		3.66%
Outstanding principal			$ 1,387,425
Unamortized discount	$ (2,702)		(3,589)
Unamortized origination fees	(9,746)		(14,660)
Long-term debt, net	1,197,277		1,369,176
Boyd | Senior Notes | Senior Notes Due 2018 [Member]
For the year ending December 31,
Outstanding principal			500,000
Unamortized discount			0
Unamortized origination fees			(12,235)
Long-term debt, net			$ 487,765
Debt instrument, stated interest rate			9.13%			9.125%
Boyd | Senior Notes | 9.00% senior notes due 2020
For the year ending December 31,
Outstanding principal			$ 350,000
Unamortized discount	0		0
Unamortized origination fees	(7,044)		(1,926)
Long-term debt, net	$ 342,956		$ 348,074
Debt instrument, stated interest rate	9.00%		9.00%		9.00%
Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Unamortized discount	$ 0
Unamortized origination fees	(12,934)
Long-term debt, net	$ 737,066
Debt instrument, stated interest rate	6.875%	6.875%
Boyd | Other | Holdco Note
For the year ending December 31,
Blended interest rate at period end			8.00%
Boyd | Holdco Note | 6.75% senior subordinated notes due 2014
For the year ending December 31,
Unamortized discount			$ (11,743)
Unamortized origination fees			(29)
Long-term debt, net			139,968
Boyd | Holdco Note | Holdco Note
For the year ending December 31,
Outstanding principal			151,740
Peninsula
For the year ending December 31,
Outstanding principal	$ 1,012,750		1,092,403
Unamortized discount	0		0
Unamortized origination fees	(20,500)		(32,535)
Long-term debt, net	$ 992,250		$ 1,059,868
Peninsula | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Blended interest rate at period end	4.25%		4.25%
Outstanding principal			$ 742,400
Unamortized discount	$ 0		0
Unamortized origination fees	(14,143)		(23,593)
Long-term debt, net	648,607		718,807
Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Outstanding principal			350,000
Unamortized discount	0		0
Unamortized origination fees	(6,357)		(8,942)
Long-term debt, net	$ 343,643		$ 341,058
Debt instrument, stated interest rate	8.375%		8.38%	8.375%
Peninsula | Other
For the year ending December 31,
Outstanding principal			$ 3
Unamortized discount			0
Unamortized origination fees			0
Long-term debt, net			3
Fair Value, Measurements, Nonrecurring [Member]
For the year ending December 31,
Outstanding principal			$ 3,481,568
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Boyd | Senior Notes | 9.00% senior notes due 2020
For the year ending December 31,
Outstanding principal	$ 350,000
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Outstanding principal	750,000
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Boyd | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Outstanding principal	1,209,725
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Peninsula | Bank Credit Facility | Bank Credit Facility
For the year ending December 31,
Outstanding principal	662,750
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Outstanding principal	$ 350,000

XML

Long-Term Debt (Schedule of Boyd Bank Credit Facility) (Details) - Bank Credit Facility - Boyd - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Amount outstanding	$ 1,209,725	$ 1,387,425
Revolving Credit Facility
Line of Credit Facility [Line Items]
Amount outstanding	240,000	300,000
Initial Term Loan
Line of Credit Facility [Line Items]
Amount outstanding	183,275	221,375
Swing Loan
Line of Credit Facility [Line Items]
Amount outstanding	55,700	25,300
Incremental Term Loan
Line of Credit Facility [Line Items]
Amount outstanding	$ 730,750	$ 840,750

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Long-Term Debt (Boyd Credit Agreement - Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Aug. 14, 2013
Line of Credit Facility [Line Items]
Loss on early extinguishment of debt	$ 40,733,000	$ 1,536,000	$ 54,202,000
Amortization of debt financing costs	$ 17,415,000	18,698,000	$ 21,381,000
Boyd
Line of Credit Facility [Line Items]
Loss on early extinguishment of debt		20,800,000
Maximum secured leverage ratio	4.25
Debt Instrument, Annual Principal Payment	$ 21,500,000	21,500,000
Debt Instrument, Optional Annual Principal Payment	126,600,000	61,000,000
Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				$ 600,000,000
Revolving Credit Facility and Term Loan | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Additional available borrowing capacity	400,000,000
Revolving Credit Facility | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Additional available borrowing capacity	150,000,000
Swing Loan | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				100,000,000
Term Loan A | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				250,000,000
Amortization of debt financing costs	0.0500
Term Loan B | Boyd | Amended Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity				$ 900,000,000
Amortization of debt financing costs	0.0100
Letter of Credit | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	7,100,000
Bank Credit Facility | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	1,209,725,000	1,387,425,000
Remaining borrowing capacity	$ 297,200,000
Bank Credit Facility | Incremental Term Loan | Boyd
Line of Credit Facility [Line Items]
Fixed quarterly amortization of principal, percentage	0.25%
Amount outstanding	$ 730,750,000	840,750,000
Bank Credit Facility | Initial Term Loan | Boyd
Line of Credit Facility [Line Items]
Fixed quarterly amortization of principal, percentage	1.25%
Amount outstanding	$ 183,275,000	221,375,000
Bank Credit Facility | Revolving Credit Facility | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	240,000,000	300,000,000
Bank Credit Facility | Swing Loan | Boyd
Line of Credit Facility [Line Items]
Amount outstanding	$ 55,700,000	$ 25,300,000

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Long-Term Debt (Maximum Total Leverage Ratio) (Details) - Boyd	Dec. 31, 2015
Line of Credit Facility [Line Items]
Minimum consolidated interest coverage ratio required	1.75
Four Fiscal Quarters Ended March 31, 2016 through December 31, 2016
Line of Credit Facility [Line Items]
Maximum total leverage ratio	8.25
Four Fiscal Quarters Ended March 31, 2017 through December 31, 2017
Line of Credit Facility [Line Items]
Maximum total leverage ratio	8
Four Fiscal Quarters Ended March 31, 2018 and Thereafter
Line of Credit Facility [Line Items]
Maximum total leverage ratio	7.75

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Long-Term Debt (Maximum Secured Leverage Ratio) (Details) - Boyd	Dec. 31, 2015
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.25
Four Fiscal Quarters Ending March 31, 2015 through December 31, 2016
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.75
Four Fiscal Quarters Ending March 31, 2017 through December 31, 2017
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.50
Four Fiscal Quarters Ended March 31, 2018 and Thereafter
Line of Credit Facility [Line Items]
Maximum secured leverage ratio	4.25

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Long-Term Debt (Interest and Fees - Narrative) (Details) - Boyd	12 Months Ended
	Dec. 31, 2015
Bank Credit Facility | Federal Funds Rate
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	0.50%
Bank Credit Facility | Eurodollar
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum	1.00%
Revolving Credit Facility, Swing Loan and Term Loan A | LIBOR | Minimum
Line of Credit Facility [Line Items]
Applicable margin	2.00%
Revolving Credit Facility, Swing Loan and Term Loan A | LIBOR | Maximum
Line of Credit Facility [Line Items]
Applicable margin	3.00%
Revolving Credit Facility, Swing Loan and Term Loan A | Base Rate | Minimum
Line of Credit Facility [Line Items]
Applicable margin	1.00%
Revolving Credit Facility, Swing Loan and Term Loan A | Base Rate | Maximum
Line of Credit Facility [Line Items]
Applicable margin	2.00%
Revolving Credit Facility | Bank Credit Facility | Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage on unused portion of credit facility	0.25%
Revolving Credit Facility | Bank Credit Facility | Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage on unused portion of credit facility	0.50%
Term Loan B | Base Rate
Line of Credit Facility [Line Items]
Applicable margin	2.00%
Term Loan B | Eurodollar | Minimum
Line of Credit Facility [Line Items]
Applicable margin	1.00%
Term Loan B | Eurodollar | Maximum
Line of Credit Facility [Line Items]
Applicable margin	3.00%

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Long-Term Debt (Boyd Senior and Senior Subordinated Notes Narrative) (Details) $ in Thousands			9 Months Ended	12 Months Ended
	May. 22, 2015 USD ($)	Jun. 08, 2012 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Nov. 06, 2015 USD ($)	May. 21, 2015	Nov. 10, 2010
For the year ending December 31,
Outstanding principal				$ 3,322,475
Interest				35,337	$ 33,985
Premium and Consent Fees Paid				(24,246)	0	$ 0
Payments of Debt Issuance Costs				14,004	288	44,752
Gain Loss on Early Retirements of Debt				(40,733)	(1,536)	(54,202)
Boyd
For the year ending December 31,
Outstanding principal				2,309,725	2,389,165
Premium and Consent Fees Paid				(24,246)	0	0
Payments of Debt Issuance Costs				14,004	83	$ 24,349
Subsidiaries, Ownership Percentage						100.00%			100.00%
Gain Loss on Early Retirements of Debt				$ (30,829)	0	$ (25,001)
Boyd | Senior Notes | 9.125% Senior Notes Due 2018
For the year ending December 31,
Outstanding principal					$ 500,000
Debt instrument, stated interest rate					9.13%				9.125%
Premium and Consent Fees Paid			$ 24,000
Write off of Deferred Debt Issuance Cost			$ 4,900
Debt instrument, redemption price, percentage			104.563%
Boyd | Senior Notes | 9.00% senior notes due 2020
For the year ending December 31,
Outstanding principal					$ 350,000
Face amount		$ 350,000
Debt instrument, stated interest rate		9.00%		9.00%	9.00%
Conditional repurchase price, % of principal				101.00%
Boyd | Senior Notes | 9.00% senior notes due 2020 | Prior to July 1, 2016
For the year ending December 31,
Debt instrument, redemption price, percentage		100.00%
Boyd | Senior Notes | 9.00% senior notes due 2020 | After July 1, 2016 and Prior to 2018
For the year ending December 31,
Debt instrument, redemption price, percentage		104.50%
Boyd | Senior Notes | 9.00% senior notes due 2020 | During 2018 and Thereafter
For the year ending December 31,
Debt instrument, redemption price, percentage		100.00%
Boyd | Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Debt instrument, stated interest rate				6.875%				6.875%
Payments of Debt Issuance Costs	$ 14,000
Boyd | Senior Notes | Senior Notes Due 2023 [Member] | Prior to May 15, 2018 [Member]
For the year ending December 31,
Debt instrument, redemption price, percentage	100.00%
Boyd | Senior Notes | Senior Notes Due 2023 [Member] | After May 15, 2018 and Prior to 2021 [Member]
For the year ending December 31,
Debt instrument, redemption price, percentage	105.156%
Boyd | Senior Subordinated Notes | 6.75% Senior Subordinated Notes Due 2014
For the year ending December 31,
Outstanding principal							$ 157,800
Interest							$ 5,800
Gain Loss on Early Retirements of Debt				$ 7,900
Boyd | Senior Secured Notes
For the year ending December 31,
Minimum required coverage ratio				2.0

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Long-Term Debt (Other Boyd Notes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Nov. 06, 2015	Nov. 20, 2012
For the year ending December 31,
Outstanding principal	$ 3,322,475
Unamortized discount	2,702	$ 15,332
Interest	35,337	33,985
Gain Loss on Early Retirements of Debt	(40,733)	(1,536)	$ (54,202)
Peninsula Gaming | Promissory Note
For the year ending December 31,
Interest rate for period up to one year after issue date					0.00%
Interest rate, from one year up to two years after issue date					6.00%
Interest rate, from two years up to three years after issue date					8.00%
Interest rate, from and after three years after issue date					10.00%
Boyd
For the year ending December 31,
Outstanding principal	2,309,725	2,389,165
Unamortized discount	2,702	15,332
Gain Loss on Early Retirements of Debt	(30,829)	0	$ (25,001)
Holdco Note | Boyd | Other
For the year ending December 31,
Interest added to principal	6,100	$ 8,700
6.75% senior subordinated notes due 2014 | Boyd | Senior Subordinated Notes
For the year ending December 31,
Outstanding principal				$ 157,800
Interest				$ 5,800
Gain Loss on Early Retirements of Debt	7,900
Fair Value, Inputs, Level 3 [Member] | Holdco Note | Boyd | Fixed Rate Debt
For the year ending December 31,
Outstanding principal	$ 143,000

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Long-Term Debt (Peninsula Bank Credit Facility Narrative) (Details)		12 Months Ended
	May. 01, 2013 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Nov. 14, 2012 USD ($)	Dec. 03, 2010 USD ($)
For the year ending December 31,
Amortization of debt financing costs		$ 17,415,000	$ 18,698,000	$ 21,381,000
Peninsula
For the year ending December 31,
Debt financing, maximum borrowing capacity					$ 875,000,000.0
Prepayment fee, percentage	1.00%
Fixed quarterly amortization of principal, percentage	0.25%
Debt Instrument, Annual Principal Payment			8,300,000
Debt Instrument, Optional Annual Principal Payment		78,000,000	42,500,000
Peninsula | Bank Credit Facility
For the year ending December 31,
Amount outstanding		662,750,000	742,400,000
Remaining borrowing capacity		30,000,000
Commitment fee percentage on unused portion of credit facility	0.50%
Line of Credit Facility, Maximum Allowed Distributions		20,000,000
Minimum consolidated interest coverage ratio required	2.0
Covenant, maximum annual capital expenditures			20,000,000
Deferred finance costs	$ 8,200,000					$ 33,800,000
Debt Related Commitment Fees and Debt Issuance Costs			2,000,000
Amortization of debt financing costs		2,100,000	1,500,000	$ 1,300,000
Peninsula | Bank Credit Facility | Term Loan
For the year ending December 31,
Debt financing, maximum borrowing capacity					825,000,000.0
Prepayment fee, percentage	1.00%
Debt Instrument, Amendment Fee, Percentage	1.00%
Amount outstanding		647,750,000	734,000,000
Peninsula | Bank Credit Facility | Revolver
For the year ending December 31,
Debt financing, maximum borrowing capacity					50,000,000.0
Amount outstanding		9,000,000	2,000,000
Peninsula | Bank Credit Facility | Swing Loan
For the year ending December 31,
Debt financing, maximum borrowing capacity					$ 15,000,000.0
Amount outstanding		6,000,000	$ 6,400,000
Peninsula | Letter of Credit
For the year ending December 31,
Amount outstanding		$ 5,000,000
Eurodollar Rate | Peninsula | Bank Credit Facility | Term Loan
For the year ending December 31,
Applicable margin	3.25%
Debt instrument, reference rate, minimum	1.00%
Eurodollar Rate | Peninsula | Bank Credit Facility | Revolver
For the year ending December 31,
Applicable margin	4.00%
Base Rate | Peninsula | Bank Credit Facility | Term Loan
For the year ending December 31,
Applicable margin	2.25%
Base Rate | Peninsula | Bank Credit Facility | Revolver
For the year ending December 31,
Applicable margin	3.00%
Federal Funds Rate | Base Rate | Peninsula | Bank Credit Facility
For the year ending December 31,
Interest rate, basis spread on fixed portion of reference rate	0.50%
One-month Eurodollar | Base Rate | Peninsula | Bank Credit Facility
For the year ending December 31,
Interest rate, basis spread on fixed portion of reference rate	1.00%
Trailing Four Quarters Ending March 31, 2016 Through June 30, 2016 | Peninsula | Bank Credit Facility
For the year ending December 31,
Maximum consolidated leverage ratio allowed		6.00
Trailing Four Quarters Ending September 30, 2016 Through December 31, 2016 | Peninsula | Bank Credit Facility
For the year ending December 31,
Maximum consolidated leverage ratio allowed		5.75
Trailing Four Quarters Ending March 31, 2017 Through June 30, 2017 | Peninsula | Bank Credit Facility
For the year ending December 31,
Maximum consolidated leverage ratio allowed		5.50
Trailing Four Quarters Ending September 30, 2017 and Thereafter | Peninsula | Bank Credit Facility
For the year ending December 31,
Maximum consolidated leverage ratio allowed		5.25

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Long-Term Debt (Peninsula Senior Notes Narrative) (Details) - USD ($)		12 Months Ended
	Aug. 16, 2012	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
For the year ending December 31,
Amortization of debt financing costs		$ 17,415,000	$ 18,698,000	$ 21,381,000
Payments of Debt Issuance Costs		14,004,000	288,000	44,752,000
Peninsula | Bank Credit Facility
For the year ending December 31,
Amount outstanding		662,750,000	742,400,000
Amortization of debt financing costs		$ 2,100,000	$ 1,500,000	$ 1,300,000
Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Face amount	$ 350,000,000
Debt instrument, stated interest rate	8.375%	8.375%	8.38%
Conditional repurchase price, % of principal	101.00%
Debt instrument, redemption price, percentage		104.188%
Payments of Debt Issuance Costs	$ 14,200,000
Prior to August 15, 2014 | Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Redemption price, % of principal, subject to make-whole premium	100.00%
During 2016 and Thereafter | Peninsula | Senior Notes | 8.375% Senior Notes due 2018
For the year ending December 31,
Debt instrument, redemption price, percentage	101.00%

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Long-Term Debt (Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
For the year ending December 31,
2015	$ 29,750
2016	676,000
2017	812,975
2018	9,000
2019	1,044,750
Thereafter	750,000
Total outstanding principal of long-term debt	3,322,475
Boyd
For the year ending December 31,
2015	21,500
2016	21,500
2017	462,975
2018	9,000
2019	1,044,750
Thereafter	750,000
Total outstanding principal of long-term debt	2,309,725	$ 2,389,165
Peninsula
For the year ending December 31,
2015	8,250
2016	654,500
2017	350,000
2018	0
2019	0
Thereafter	0
Total outstanding principal of long-term debt	1,012,750	$ 1,092,403
Bank Credit Facility | Boyd
For the year ending December 31,
Remaining borrowing capacity	297,200
Bank Credit Facility | Peninsula
For the year ending December 31,
Remaining borrowing capacity	$ 30,000

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015	Aug. 14, 2013	Jan. 31, 2010
Income Taxes [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	$ 1.1	$ 2.4	$ 4.2
Equity method investment, ownership percentage	50.00%
Borgata
Income Taxes [Line Items]
Equity method investment, ownership percentage				50.00%

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Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Taxes [Line Items]
Potential equity impact of deferred taxes	$ 14,900
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	0		$ 0
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities, Portion Which Affected Effective Tax Rate		$ 19,700
Deferred Tax Assets and Liabilities [Abstract]
Current deferred tax liability	0	3,087
Non-current deferred tax liability	162,189	142,263
Current deferred tax asset	0	(117)
Net deferred tax liability	162,189	145,233
Deferred tax assets
Federal net operating loss carryforwards	308,738	312,113
State net operating loss carryforwards	47,711	41,395
Share-based compensation	32,524	35,122
Other	43,936	42,554
Gross deferred tax assets	432,909	431,184
Valuation allowance	(247,761)	(261,962)
Deferred tax assets, net of valuation allowance	185,148	169,222
Deferred tax liabilities
Difference between book and tax basis of intangible assets	216,655	202,089
Difference between book and tax basis of property	105,732	86,280
State tax liability, net of federal benefit	13,428	11,980
Other	11,522	14,106
Gross deferred tax liabilities	347,337	314,455
State and Local Jurisdiction
Deferred tax assets
Federal net operating loss carryforwards	653,500
All years [Member]
Income Taxes [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities		$ 27,700
Alternative Minimum Tax Credit Carryforward [Member] | Internal Revenue Service (IRS)
Income Taxes [Line Items]
Tax credit carryforwards	$ 1,100

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Income Taxes (Valuation Allowance on Deferred Tax Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	$ 308,738	$ 312,113
Internal Revenue Service (IRS)
Operating Loss Carryforwards [Line Items]
Total net operating losses	912,700
Operating loss carryforwards, valuation allowance	200,500
Internal Revenue Service (IRS) | General Business Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	10,700
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	653,500
Operating loss carryforwards, valuation allowance	$ 47,300

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Income Taxes (Provision (Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Deferred
Federal	$ (10,033)	$ (1,896)	$ 5,666
State	807	2,496	(2,684)
Deferred income taxes	(9,226)	600	2,982
Provision (benefit) for income taxes from discontinued operations	0	0	5,884
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
State	2,052	(289)	368
Federal	0	442	0
Total current taxes provision (benefit)	2,052	153	368
Provision (benefit) for income taxes from continuing and discontinued operations	$ (7,174)	$ 753	$ 9,234

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Income Taxes (Reconciliation of Effective Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	35.00%	35.00%	35.00%
Effective Income Tax Rate Reconciliation, Uncertain Tax Benefits	(43.30%)	0.00%	0.00%
Company provided benefits	7.10%	(5.40%)	2.00%
Accrued interest on uncertain tax benefits	0.00%	12.90%	(9.40%)
Valuation allowance for deferred tax assets	(11.10%)	(38.70%)	(35.10%)
Effective Income Tax Rate Reconciliation, Company Provided Benefits	15.50%	(4.10%)	0.10%
Compensation-based credits	(15.00%)	(3.00%)	3.70%
Effective Income Tax Rate Reconciliation, Compensation-based credits	(6.20%)	3.80%	1.40%
Other, net	0.10%	(2.40%)	(0.60%)
Effective tax rate	(17.90%)	(1.90%)	(2.90%)

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Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2015	Aug. 14, 2013	Dec. 31, 2012
Income Tax Contingency [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	$ 1,100			$ 2,400	$ 4,200
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of year		$ 30,198	$ 37,059			$ 38,423
Tax positions related to current year	0	487	562
Tax positions related to prior years	0	0	138
Unrecognized Tax Benefits, Decrease Resulting from Deconsolidation	0	6,221	0
Tax positions related to the Deconsolidation of Borgata	27,716	30	2,064
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	0		0
Settlement with taxing authorities	0		0
Unrecognized tax benefits	2,482	30,198	37,059
Income tax penalties and interest expense	100	6,500	$ 1,100
Income tax penalties and interest accrued	700	7,200
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities, Portion Which Affected Effective Tax Rate		19,700
Internal Revenue Service (IRS)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits that would impact effective tax rate	2,500
Current year [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations		1,097
Settlement with taxing authorities		0
All years [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Settlement with taxing authorities		$ (27,700)
Minimum
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Estimated decrease in recognized tax beneifts over next 12 months, minimum	$ 200

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Commitments and Contingencies (Minimum Lease Obligations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating Leased Assets [Line Items]
2015	$ 40,924
2016	44,264
2017	17,218
2018	15,325
2019	13,492
Thereafter	388,213
Lease obligations	519,436
Selling, General and Administrative Expenses
Operating Leased Assets [Line Items]
Lease expense during the period	$ 29,000	$ 36,600	$ 38,600

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Commitments and Contingencies (Future Minimum Sublease Rental Income) (Details)	Dec. 31, 2015 USD ($)
Sublease Rentals [Line Items]
2013	$ 1,507
2014	1,370
2015	1,144
2016	634
2017	78
Thereafter	228
Rental income	$ 4,961

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Commitments and Contingencies Contingent Payments (Details)	12 Months Ended
	Dec. 31, 2015
Other Commitments [Line Items]
Payment to option holder, percentage of EBITDA	1.00%

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Commitments and Contingencies PGL Commitments (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 20, 2011	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Sponsor Fees [Line Items]
Accrued liabilities		$ 249,518	$ 239,266
Kansas Star
Sponsor Fees [Line Items]
Payment to option holder, term	10 years
Diamond Jo Dubuque
Sponsor Fees [Line Items]
Sponsor Fees		$ 3,000	2,800	$ 3,000
Sponsor Fee Percentage		4.50%
Diamond Jo Worth
Sponsor Fees [Line Items]
Sponsor Fees		$ 5,000	4,800	$ 5,000
Sponsor Fee Percentage		5.76%
Annual Donations for Education in Operating Area [Member] | Kansas Star
Sponsor Fees [Line Items]
Amount of other commitment		$ 1,500
Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star
Sponsor Fees [Line Items]
Other Commitment, Time Period		15 years
Debt Issued by Counterparty		$ 19,700
Special Tax Assessment			1,700
Accrued liabilities		9,600	10,300
Mulvane Special Tax Assessment for Utilities, Discount [Member] | Kansas Star
Sponsor Fees [Line Items]
Accrued liabilities		4,600	5,100
Additional Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star
Sponsor Fees [Line Items]
Debt Issued by Counterparty		5,000
Special Tax Assessment		1,700
Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Property Taxes, Minimum Agreed Taxable Value		57,900
Other Commitment, Minimum Annual Payments		1,900
Accrued Liabilities [Member] | Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Other Commitment, Obligation		1,900
Other Liabilities [Member] | Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque
Sponsor Fees [Line Items]
Other Commitment, Obligation		14,400	14,700
Other Commitment, Discount on Obligation		$ 2,900	$ 3,000

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Commitments and Contingencies Boyd Commitments (Details) - USD ($) $ in Millions	1 Months Ended
	Sep. 30, 2011	Dec. 31, 2015
Development Agreement
Other Commitments [Line Items]
Purchase price	$ 24.5
Minimum
Other Commitments [Line Items]
Obligation to fund certain pre-development costs, annual amount		$ 1.0
Maximum
Other Commitments [Line Items]
Obligation to fund certain pre-development costs, annual amount		$ 2.0

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Stockholders' Equity and Stock Incentive Plans (Share Repurchase Program) (Details) $ in Millions	Dec. 31, 2015 USD ($)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock repurchase program, authorized amount	$ 100.0
Stock repurchase program, remaining authorized repurchase amount	$ 92.1

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Stockholders' Equity and Stock Incentive Plans (Restricted Stock Units, Performance Stock Units and Career Shares) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 19,264	$ 18,476	$ 18,891
Non-Option Award Activity [Roll Forward]
Shares to be issued to settle PSUs	1.67
Stock Issued During Period, Shares, Performance Stock Award Gross	654,478
Stock Issued During Period, Shares, Performance Stock Award, Taxes	177,274
Stock Issued During Period, Shares, Performance Stock Award, Net	477,204
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		541,016	696,249	1,018,978
Share-based compensation expense		$ 9,909	$ 8,010	$ 10,610
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	2,534,496	2,534,496	2,755,799	2,371,147
Canceled		(40,800)	(201,660)	(46,131)
Vested / awarded		(713,886)	(715,892)	(588,195)
Outstanding, end of period		2,320,826	2,534,496	2,755,799
Granted, weighted average grant date fair value (in USD per share)		$ 19.05	$ 11.63	$ 10.03
Total unrecognized share-based compensation costs related to unvested stock options		$ 0
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition		2 years 4 months 24 days
Performance Stock Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		240,156	694,294	0
Share-based compensation expense		$ 5,135	$ 6,537	$ 3,678
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	1,411,640	1,411,640	821,633	829,130
Granted		380,000
Canceled		(2,677)	(104,287)	(7,497)
Vested / awarded		(663,945)	0	0
Outstanding, end of period		1,249,480	1,411,640	821,633
Granted, weighted average grant date fair value (in USD per share)		$ 16.75	$ 11.01
Total unrecognized share-based compensation costs related to unvested stock options		$ 2,000
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition		2 years 4 months 24 days
Shares to be issued to settle PSUs		1,100,000
Evaluation of performance conditions, period		3 years
Awards if no conditions met, percentage		0.00%
Awards if only threshhold performance met, percentage		50.00%
Awards for target performance, percentage		100.00%
Awards for maximum performance, percentage (up to 200%)		200.00%
Award vesting period		3 years
Performance Shares Adjustment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		264,306
Career Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		103,018	122,015	200,043
Share-based compensation expense		$ 1,399	$ 1,196	$ 1,937
Non-Option Award Activity [Roll Forward]
Outstanding, beginning of period	896,585	896,585	894,307	702,826
Canceled		0	(85,765)	(125)
Vested / awarded		(31,028)	(33,972)	(8,437)
Outstanding, end of period		968,575	896,585	894,307
Granted, weighted average grant date fair value (in USD per share)		$ 12.51	$ 11.31	$ 6.78
Total unrecognized share-based compensation costs related to unvested stock options		$ 1,100
Executive Officer | Career Shares
Non-Option Award Activity [Roll Forward]
Award eligibility, minimum age		55 years
Award requisite service period		10 years
Service period, Tranche 1		10 years
Service period, Tranche 2		15 years
Service period, Tranche 3		20 years

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Stockholders' Equity and Stock Incentive Plans (Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May. 17, 2012	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	May. 16, 2012
Stock Options Activity [Roll Forward]
Outstanding, beginning of period		7,169,668	9,143,910	10,826,004
Granted		200,673	244,351	544,330
Canceled		(1,463,497)	(1,656,359)	(378,202)
Exercised		(1,301,789)	(562,234)	(1,848,222)
Outstanding, end of period		4,605,055	7,169,668	9,143,910
Exercisable		4,085,555	6,459,687
Stock Options Activity, Weighted Average Option Price [Roll Forward]
Outstanding, weighted average option price, beginning of period (in USD per share)		$ 25.73	$ 26.62	$ 23.98
Granted, weighted average option price (in USD per share)		19.98	11.57	9.86
Canceled, weighted average option price (in USD per share)		39.82	34.79	20.67
Exercised, weighted average option price (in USD per share)		7.53	7.39	7.44
Outstanding, weighted average option price, end of period (in USD per share)		26.14	25.73	$ 26.62
Exercisable, weighted average option price (in USD per share)		$ 27.65	$ 27.52
Additional Disclosures:
Outstanding, weighted average remaining term		3 years 8 months 12 days
Exercisable, weighted average remaining term		3 years 1 month 6 days	3 years 4 months 24 days
Outstanding, aggregate intrinsic value		$ 21,058
Exercisable, aggregate intrinsic value		18,145	$ 12,662
Total intrinsic value of in-the-money options exercised during the period		11,100	2,500	$ 9,500
Total fair value of options vested in period		1,900	$ 2,300	$ 3,000
Stock Options
Additional Disclosures:
Total unrecognized share-based compensation costs related to unvested stock options		$ 1,700
Total unrecognized share-based compensation costs related to unvested stock options, period for recognition		9 months 18 days
Stock Incentive Plan 2012 [Member] | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of stock incentive plan	10 years
Increase in number of common shares authorized under Stock Incentive Plan	4,000,000
Number of common shares authorized for issuance under Stock Incentive Plan	21,000,000				17,000,000
Number of common shares available for grant under Stock Incentive Plan		2,600,000
Number of authorized and unissued common shares under Stock Incentive Plan		11,800,000
Award vesting period		3 years

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Stockholders' Equity and Stock Incentive Plans (Stock Options by Exercise Price Range) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Total intrinsic value of in-the-money options exercised during the period	$ 11.1	$ 2.5	$ 9.5
Options outstanding	4,605,055
Options outstanding, weighted-average remaining contractual life		3 years 8 months 23 days
Options outstanding, weighted-average exercise price	$ 26.14
Options exercisable	4,085,555
Options exercisable, weighted-average exercise price	$ 27.65
Range of exercise prices, low	5.22
Range of exercise prices, high	$ 42.69
Total fair value of options vested in period	$ 1.9	$ 2.3	$ 3.0
$5.22-$6.70
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	599,049
Options outstanding, weighted-average remaining contractual life		6 years 1 month 28 days
Options outstanding, weighted-average exercise price	$ 5.88
Options exercisable	599,049
Options exercisable, weighted-average exercise price	$ 5.88
Range of exercise prices, low	5.22
Range of exercise prices, high	$ 6.70
7.55-8.34
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	553,204
Options outstanding, weighted-average remaining contractual life		4 years 7 months 10 days
Options outstanding, weighted-average exercise price	$ 8.16
Options exercisable	553,204
Options exercisable, weighted-average exercise price	$ 8.16
Range of exercise prices, low	7.55
Range of exercise prices, high	$ 8.34
9.86
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	416,778
Options outstanding, weighted-average remaining contractual life		7 years 10 months 24 days
Options outstanding, weighted-average exercise price	$ 9.86
Options exercisable	260,848
Options exercisable, weighted-average exercise price	$ 9.86
Range of exercise prices, low	9.86
Range of exercise prices, high	$ 9.86
11.57
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	244,351
Options outstanding, weighted-average remaining contractual life		8 years 11 months 9 days
Options outstanding, weighted-average exercise price	$ 11.57
Options exercisable	81,454
Options exercisable, weighted-average exercise price	$ 11.57
Range of exercise prices, low	11.57
Range of exercise prices, high	$ 11.57
19.98
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	200,673
Options outstanding, weighted-average remaining contractual life		9 years 9 months 29 days
Options outstanding, weighted-average exercise price	$ 19.98
Options exercisable	0
Options exercisable, weighted-average exercise price	$ 0.00
Range of exercise prices, low	19.98
Range of exercise prices, high	$ 19.98
33.31
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	25,000
Options outstanding, weighted-average remaining contractual life		2 years 4 days
Options outstanding, weighted-average exercise price	$ 33.31
Options exercisable	25,000
Options exercisable, weighted-average exercise price	$ 33.31
Range of exercise prices, low	33.31
Range of exercise prices, high	$ 33.31
38.11
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	380,000
Options outstanding, weighted-average remaining contractual life		1 year 11 months 5 days
Options outstanding, weighted-average exercise price	$ 38.11
Options exercisable	380,000
Options exercisable, weighted-average exercise price	$ 38.11
Range of exercise prices, low	38.11
Range of exercise prices, high	$ 38.11
39.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	1,195,500
Options outstanding, weighted-average remaining contractual life		9 months 26 days
Options outstanding, weighted-average exercise price	$ 39.00
Options exercisable	1,195,500
Options exercisable, weighted-average exercise price	$ 39.00
Range of exercise prices, low	39.00
Range of exercise prices, high	$ 39.00
39.78
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	965,500
Options outstanding, weighted-average remaining contractual life		1 year 9 months 7 days
Options outstanding, weighted-average exercise price	$ 39.78
Options exercisable	965,500
Options exercisable, weighted-average exercise price	$ 39.78
Range of exercise prices, low	39.78
Range of exercise prices, high	$ 39.78
42.69
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	25,000
Options outstanding, weighted-average remaining contractual life		9 months 4 days
Options outstanding, weighted-average exercise price	$ 42.69
Options exercisable	25,000
Options exercisable, weighted-average exercise price	$ 42.69
Range of exercise prices, low	42.69
Range of exercise prices, high	$ 42.69

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Stockholders' Equity and Stock Incentive Plans (Classification of Costs) (Details) - USD ($) $ / shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Dividends Declared	$ 0	$ 0	$ 0
Share-based compensation expense	$ (19,264)	$ (18,476)	$ (18,891)
Gaming
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(393)	(387)	(351)
Food and beverage
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(75)	(74)	(67)
Room
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(36)	(35)	(32)
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(1,996)	(1,965)	(1,787)
Corporate expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(16,764)	(16,207)	(16,654)
Other Operating Income (Expense) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	0	(192)	0
Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(2,821)	(2,733)	(2,666)
Restricted Stock Units (RSUs)
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(9,909)	(8,010)	(10,610)
Performance Stock Units (PSUs)
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	(5,135)	(6,537)	(3,678)
Career Shares
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ (1,399)	$ (1,196)	$ (1,937)

XML

Noncontrolling Interest (Narrative) (Details)	Dec. 31, 2015	Dec. 31, 2013	Nov. 10, 2010	Jan. 31, 2010
Noncontrolling Interest [Line Items]
Equity method investment, ownership percentage	50.00%
LVE
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	100.00%
Parent Company [Member]
Noncontrolling Interest [Line Items]
Subsidiaries, Ownership Percentage		100.00%	100.00%
Borgata
Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners	50.00%
Borgata
Noncontrolling Interest [Line Items]
Equity method investment, ownership percentage				50.00%

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Noncontrolling Interest (Changes in Noncontrolling Interest) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2013	$ 50	$ 180,450	$ 163,336
Capital contributions	0	30	0
Attributable net income (loss)	0	11,403	(28,290)
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014		(191,833)	45,404
Balance, December 31, 2015	50	50	180,450
Borgata
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2013	0	180,430	208,277
Capital contributions	0	0	0
Attributable net income (loss)	0	11,403	(27,847)
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014		(191,833)	0
Balance, December 31, 2015	0	0	180,430
LVE
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2013	0	0	(44,961)
Attributable net income (loss)	0	0	(443)
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014		0	45,404
Balance, December 31, 2015	0	0	0
Other Member [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, January 1, 2013	50	20	20
Capital contributions	0	30	0
Attributable net income (loss)	0	0	0
Comprehensive income	0	0	0
Deconsolidation of Borgata on September 30, 2014		0	0
Balance, December 31, 2015	50	50	20
Noncontrolling Interest [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Capital contributions	$ 0	$ 0	$ 0

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 20, 2011	Dec. 31, 2015	Dec. 31, 2014	Aug. 16, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment available for sale		$ 17,400	$ 18,000
Available-for-sale securities, current portion		400	400
Fair Value, Discount Amount, Available for sales securities		$ 3,200	3,300
Payment to option holder, percentage of EBITDA		1.00%
Contingent consideration, liability for payments to option holder, current		$ 900
Contingent consideration, liability for payments to option holder, noncurrent		2,700	2,900
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, gross		21,400
Investment available for sale		$ 17,839	18,357
Debt security, interest rate		7.50%
Merger earnout			$ 75
Kansas Star
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payment to option holder, percentage of EBITDA	1.00%
Senior Notes | 8.375% Senior Notes due 2018 | Peninsula
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, stated interest rate		8.375%	8.38%	8.375%

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Fair Value Measurements (Balances Measured at Fair Value) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities, current portion	$ 400	$ 400
Assets
Cash and cash equivalents	158,821	145,341	$ 177,838	$ 192,545
Restricted cash	19,030	18,107
Investment available for sale	17,400	18,000
Outstanding principal	3,322,475
Fair Value, Measurements, Nonrecurring [Member]
Assets
Outstanding principal		3,481,568
Fair Value, Measurements, Recurring
Liabilities
Contingent payments	3,632	3,792
Assets
Cash and cash equivalents	158,821	145,341
Restricted cash	19,030	18,107
Investment available for sale	17,839	18,357
Merger earnout		75
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 [Member]
Liabilities
Contingent payments	0	0
Assets
Cash and cash equivalents		145,341
Cash and cash equivalents	158,821
Restricted cash		18,107
Investment available for sale	0	0
Merger earnout		0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 [Member]
Liabilities
Contingent payments	0	0
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Investment available for sale	0	0
Merger earnout		0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 [Member]
Liabilities
Contingent payments	3,632	3,792
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Investment available for sale	17,839	18,357
Merger earnout		75
Parent Company [Member]
Assets
Cash and cash equivalents	2	2	$ 0	$ 2,520
Outstanding principal	2,309,725	2,389,165
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		3,534,365
Estimate of Fair Value Measurement [Member] | Parent Company [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	2,348,120	2,416,873
Holdco Note | Holdco Note | Parent Company [Member]
Assets
Outstanding principal		151,740
Senior Notes | 9.00% senior notes due 2020 | Parent Company [Member]
Assets
Outstanding principal		350,000
Senior Notes | 9.00% senior notes due 2020 | Parent Company [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets
Outstanding principal	$ 350,000
Senior Notes | 9.00% senior notes due 2020 | Estimate of Fair Value Measurement [Member] | Parent Company [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument		$ 359,625

XML

Fair Value Measurements (Changes in Fair Value of Level 3 Assets and Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Investment available for sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	$ 18,357	$ 17,128
Deposits		0
Total gains (losses) (realized or unrealized):
Included in earnings	125	119
Included in other comprehensive income (loss)	(263)	1,465
Purchases, sales, issuances and settlements:
Settlements	(380)
Ending balance at December 31, 2015	17,839	18,357
Purchases, sales, issuances and settlements:
Settlements		(355)
Fair Value, Liabilities Measured on Recurring Basis, Deconsolidation of Subsidiary		0
Investment Available for Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	0	4,613
Deposits	0	5,481
Total gains (losses) (realized or unrealized):
Included in earnings		(1,798)
Included in other comprehensive income (loss)		0
Purchases, sales, issuances and settlements:
Ending balance at December 31, 2015		0
Purchases, sales, issuances and settlements:
Settlements		(259)
Fair Value, Liabilities Measured on Recurring Basis, Deconsolidation of Subsidiary		(8,037)
Earnout on Excess of EBITDA in 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Deposits		0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	(75)	(1,125)
Total gains (losses) (realized or unrealized):
Included in earnings		1,050
Included in other comprehensive income (loss)		0
Purchases, sales, issuances and settlements:
Settlements		0
Ending balance at December 31, 2015		(75)
Fair Value, Liabilities Measured on Recurring Basis, Deconsolidation of Subsidiary		0
Merger Earnout
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Deposits	0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	(75)
Total gains (losses) (realized or unrealized):
Included in earnings	75
Included in other comprehensive income (loss)	0
Purchases, sales, issuances and settlements:
Settlements	0
Ending balance at December 31, 2015	0	(75)
Contingent Payments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Deposits	0	0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at January 1, 2015	(3,792)	(4,343)
Total gains (losses) (realized or unrealized):
Included in earnings	(723)	(274)
Included in other comprehensive income (loss)	0	0
Purchases, sales, issuances and settlements:
Settlements	(883)	(825)
Ending balance at December 31, 2015	(3,632)	(3,792)
Fair Value, Liabilities Measured on Recurring Basis, Deconsolidation of Subsidiary		0
Included in interest income | Investment available for sale
Total gains (losses) (realized or unrealized):
Included in earnings	125	119
Included in interest income | Investment Available for Sale
Total gains (losses) (realized or unrealized):
Included in earnings		0
Included in interest income | Earnout on Excess of EBITDA in 2015
Total gains (losses) (realized or unrealized):
Included in earnings		0
Included in interest income | Merger Earnout
Total gains (losses) (realized or unrealized):
Included in earnings	0
Included in interest income | Contingent Payments
Total gains (losses) (realized or unrealized):
Included in earnings	0	0
Included in interest expense | Investment available for sale
Total gains (losses) (realized or unrealized):
Included in earnings	0	0
Included in interest expense | Investment Available for Sale
Total gains (losses) (realized or unrealized):
Included in earnings		0
Included in interest expense | Earnout on Excess of EBITDA in 2015
Total gains (losses) (realized or unrealized):
Included in earnings		0
Total gains (losses) (realized or unrealized):
Included in earnings		0
Included in interest expense | Merger Earnout
Total gains (losses) (realized or unrealized):
Included in earnings	0
Included in interest expense | Contingent Payments
Total gains (losses) (realized or unrealized):
Included in earnings		60
Total gains (losses) (realized or unrealized):
Included in earnings	(627)	$ (734)
Non-operating income | Investment available for sale
Total gains (losses) (realized or unrealized):
Included in earnings	0
Non-operating income | Merger Earnout
Total gains (losses) (realized or unrealized):
Included in earnings	0
Non-operating income | Contingent Payments
Total gains (losses) (realized or unrealized):
Included in earnings	$ (96)

XML

Fair Value Measurements (Valuation Techniques) (Details) - Discount Rate [Member] - Fair Value, Measurements, Recurring - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2015
Contingent Payments
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques, Unobservable Inputs, Rate, Percentage	18.50%
Available-for-sale Securities [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques, Unobservable Inputs, Rate, Percentage	10.00%

XML

Fair Value Measurements (Fair Value Balance Sheet Grouping) (Details) - Parent Company [Member] - Fair Value, Inputs, Level 3 [Member] - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Liabilities
Obligation under assessment arrangements	$ 35,126	$ 36,749
Other financial instruments	200	300
Carrying Value
Liabilities
Obligation under assessment arrangements	27,660	28,612
Other financial instruments	186	268
Estimated Fair Value
Liabilities
Obligation under assessment arrangements	28,381	29,529
Other financial instruments	$ 186	$ 268

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Fair Value Measurements (Fair Value Balance Sheet Long-Term Debt Grouping) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	May. 21, 2015	Dec. 31, 2014	Aug. 16, 2012	Nov. 10, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	$ 3,322,475
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal			$ 3,481,568
Fair Value, Measurements, Nonrecurring [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt			3,404,851
Fair Value, Measurements, Nonrecurring [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument			3,534,365
Parent Company [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	2,309,725		2,389,165
Long-term debt	2,277,299		2,344,983
Parent Company [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	2,277,299		2,344,983
Parent Company [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	2,348,120		2,416,873
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal			1,387,425
Long-term debt	1,197,277		1,369,176
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	1,209,725
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,197,277		1,369,176
Parent Company [Member] | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	1,202,870		$ 1,395,595
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate			9.13%		9.125%
Outstanding principal			$ 500,000
Long-term debt			487,765
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	342,956		487,765
Parent Company [Member] | 9.125% Senior Notes Due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 372,750		517,500
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate	6.875%	6.875%
Long-term debt	$ 737,066
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	750,000
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	737,066
Parent Company [Member] | Senior Notes Due 2023 [Member] | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	772,500
Parent Company [Member] | Holdco Note | Senior Subordinated Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt			139,968
Parent Company [Member] | Holdco Note | Senior Subordinated Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument			144,153
Parent Company [Member] | Holdco Note | Fixed Rate Debt | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	143,000
Consolidated, Excluding Borgata
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	3,322,475		3,481,568
Long-term debt	3,269,549		3,404,851
Consolidated, Excluding Borgata | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	3,269,549
Consolidated, Excluding Borgata | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	3,366,251
Peninsula
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	1,012,750		1,092,403
Long-term debt	992,250		1,059,868
Peninsula | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	992,250		1,059,868
Peninsula | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	1,018,131		1,117,492
Peninsula | Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal			3
Long-term debt			3
Peninsula | Bank Credit Facility | Bank Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal			742,400
Long-term debt	648,607		718,807
Peninsula | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	662,750
Peninsula | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	648,607		718,807
Peninsula | Bank Credit Facility | Bank Credit Facility | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 661,131		754,364
Peninsula | Other | Fixed Rate Debt | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument			$ 3
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, stated interest rate	8.375%		8.38%	8.375%
Outstanding principal			$ 350,000
Long-term debt	$ 343,643		341,058
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Outstanding principal	350,000
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	343,643		341,058
Peninsula | 8.375% Senior Notes due 2018 | Senior Notes | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 357,000		$ 363,125

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Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions based on wages paid to covered employees	$ 1.4	$ 7.1	$ 8.8
Voluntary contributions to the 401(k) profit-sharing plans and trusts	$ 3.3	$ 5.1	$ 5.5

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Segment Information (Certain Segment Operating Data and Other) (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) segment	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	$ 2,199,432	$ 2,701,319	$ 2,894,438
Corporate expense									76,941	75,626	63,249
Depreciation and amortization									207,118	251,044	278,413
Project development, preopening and writedowns										14,390	14,608
Share-based compensation expense									19,264	18,476	18,891
Impairments of assets									18,565	60,780	10,383
Other operating charges, net									907	(2,124)	5,998
Our share of Borgata's other operating costs and expenses											0
Operating Income (Loss)	$ 62,353	$ 100,530	$ 98,182	$ 83,558	22,247	$ 73,774	$ 86,979	$ 68,516	$ 344,623	251,516	278,301
Number of reportable segments | segment									5
Segment Reconciling Items [Member]
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Total Reportable Segment Adjusted EBITDA (2)									$ 629,486	605,280	610,425
Corporate expense									(60,177)	(59,420)	(46,594)
Reportable Segment Adjusted EBITDA									689,663	664,700	657,019
Deferred rent									3,428	3,618	3,831
Depreciation and amortization									207,118	251,044	278,413
Project development, preopening and writedowns									6,907	14,390	14,608
Share-based compensation expense									19,264	18,666	18,891
Impairments of assets									18,565	60,780	10,383
Other operating charges, net									907	(2,124)	5,998
Our share of Borgata's other operating costs and expenses									28,674	7,390
Total other operating costs and expenses									284,863	353,764	332,124
Operating Income (Loss)									344,623	251,516	278,301
Las Vegas Locals
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues									610,107	592,652	591,447
Total Reportable Segment Adjusted EBITDA (2)									157,312	144,397	137,501
Downtown Las Vegas
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues									234,191	224,275	222,715
Total Reportable Segment Adjusted EBITDA (2)									49,314	37,309	35,036
Midwest and South
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues									852,288	831,477	864,247
Total Reportable Segment Adjusted EBITDA (2)									196,822	169,977	179,976
Peninsula
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues									502,846	493,851	520,329
Total Reportable Segment Adjusted EBITDA (2)									184,120	175,081	185,269
Borgata (1)
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Net Revenues									0	559,064	695,700
Total Reportable Segment Adjusted EBITDA (2)									$ 102,095	$ 137,936	$ 119,237
Borgata
Segment Reporting, Certain Operating Data and Reconciling Item for Adjusted EBITDA from Segment to Consolidated [Line Items]
Ownership percentage by noncontrolling owners	50.00%								50.00%
Net Revenues					179,147				$ 804,166
Impairments of assets									12,100
Operating Income (Loss)					$ 21,251				$ 146,842

XML

Segment Information (Reconciliation of Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 4,350,900	$ 4,422,384
Reportable Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	3,928,125	4,021,793
Las Vegas Locals
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	1,155,224	1,164,115
Downtown Las Vegas
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	138,159	128,682
Midwest and South
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	1,263,751	1,302,002
Peninsula
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	1,370,991	1,426,994
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 422,775	$ 400,591

XML

Segment Information (Reconciliation of Capital Expenditures) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	$ 128,305	$ 133,436	$ 137,607
Change in Accrued Property Additions	2,865	15,938	6,913
Cash-Based Capital Expenditures	131,170	149,374	144,520
Las Vegas Locals
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	41,772	31,653	30,861
Downtown Las Vegas
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	13,000	9,917	5,505
Midwest and South
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	42,130	55,273	39,589
Peninsula
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	18,757	33,756	27,094
Borgata (1)
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	0	11,623	22,357
Reportable Segment [Member]
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	115,659	142,222	125,406
Corporate
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	12,646	(8,786)	12,173
Other
Segment Reporting, Other Significant Reconciling Item [Line Items]
Capital Expenditures	$ 0	$ 0	$ 28

XML

Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Stock options exercised, shares										18,975,000	18,975,000
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	$ 2,199,432	$ 2,701,319	$ 2,894,438
Operating Income (Loss)	62,353	100,530	98,182	83,558	22,247	73,774	86,979	68,516	344,623	251,516	278,301
Net Income (Loss) Attributable to Parent	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	$ (32,423)	$ (15,105)	$ 669	$ (6,182)	$ 47,234	$ (53,041)	$ (80,264)
Basic net income (loss) per common share	$ (0.06)	$ 0.23	$ (0.06)	$ 0.31	$ (0.29)	$ (0.14)	$ 0.01	$ (0.06)	$ 0.42	$ (0.48)	$ (0.83)
Diluted net income (loss) per common share	$ (0.06)	$ 0.22	$ (0.06)	$ 0.31	$ (0.29)	$ (0.14)	$ 0.01	$ (0.06)	$ 0.42	$ (0.48)	$ (0.83)

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Condensed Consolidating Financial Information (Balance Sheets) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 158,821		$ 145,341	$ 177,838	$ 192,545
Other current assets	98,411		96,609
Property and equipment, net	2,225,342		2,286,108
Investments in subsidiaries	244,621	$ 221,400	222,717
Intercompany receivable	0		0
Other assets, net	48,341		52,050
Assets
Intangible assets, net	890,054		934,249	1,070,660	1,119,638
Goodwill, net	685,310		685,310
Assets	4,350,900		4,422,384
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	29,750		29,753
Current liabilities	325,321		327,442
Accumulated losses of subsidiaries in excess of investment	0		0
Intercompany payable	0		0
Long-term debt, net of current maturities and debt issuance costs	3,239,799		3,375,098
Other long-term liabilities	248,019		252,004
Preferred stock	0		0
Common stock	1,117		1,093
Additional paid-in capital	945,041		922,112
Retained earnings (deficit)	(437,881)		(485,115)
Accumulated other comprehensive income (loss)	(316)		(53)
Total Boyd Gaming Corporation stockholders’ equity	507,961		438,037
Noncontrolling interest	50		50	180,450	163,336
Total stockholders’ equity	508,011		438,087	650,437	467,127
Total liabilities and stockholders’ equity	4,350,900		4,422,384
Boyd
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	2		2	0	2,520
Other current assets	14,602		10,234
Property and equipment, net	68,515		65,365
Investments in subsidiaries	3,547,690		3,345,735
Intercompany receivable	0		0
Other assets, net	12,521		12,595
Assets
Intangible assets, net	0		0
Goodwill, net	0		0
Assets	3,643,330		3,433,931
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	21,500		21,500
Current liabilities	102,946		82,711
Accumulated losses of subsidiaries in excess of investment	0		0
Intercompany payable	720,400		668,310
Long-term debt, net of current maturities and debt issuance costs	2,255,800		2,183,485
Other long-term liabilities	34,723		39,888
Common stock	1,117		1,093
Additional paid-in capital	945,041		922,112
Retained earnings (deficit)	(437,881)		(485,115)
Accumulated other comprehensive income (loss)	(316)		(53)
Total Boyd Gaming Corporation stockholders’ equity	507,961		438,037
Noncontrolling interest	0		0
Total stockholders’ equity	507,961		438,037
Total liabilities and stockholders’ equity	3,643,330		3,433,931
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	124,426		111,452	106,445	118,714
Other current assets	61,157		69,012
Property and equipment, net	1,745,203		1,775,486
Investments in subsidiaries	138,116		150,694
Intercompany receivable	1,867,783		1,637,101
Other assets, net	8,982		9,149
Assets
Intangible assets, net	406,540		425,083
Goodwill, net	212,794		212,794
Assets	4,565,001		4,390,771
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0		0
Current liabilities	146,178		160,542
Accumulated losses of subsidiaries in excess of investment	0		0
Intercompany payable	0		0
Long-term debt, net of current maturities and debt issuance costs	0		0
Other long-term liabilities	154,633		169,824
Total Boyd Gaming Corporation stockholders’ equity	4,264,190		4,060,405
Noncontrolling interest	0		0
Total stockholders’ equity	4,264,190		4,060,405
Total liabilities and stockholders’ equity	4,565,001		4,390,771
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	34,172		33,668	33,766	36,619
Other current assets	23,660		21,980
Property and equipment, net	411,624		445,257
Investments in subsidiaries	0		0
Intercompany receivable	0		0
Other assets, net	26,838		30,306
Assets
Intangible assets, net	483,514		509,166
Goodwill, net	472,516		472,516
Assets	1,452,324		1,512,893
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	8,250		8,253
Current liabilities	76,482		84,427
Accumulated losses of subsidiaries in excess of investment	3,192		3,619
Intercompany payable	1,147,082		972,425
Long-term debt, net of current maturities and debt issuance costs	983,999		1,191,613
Other long-term liabilities	58,663		42,292
Total Boyd Gaming Corporation stockholders’ equity	(825,344)		(789,736)
Noncontrolling interest	0		0
Total stockholders’ equity	(825,344)		(789,736)
Total liabilities and stockholders’ equity	1,452,324		1,512,893
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	221		219	37,627	34,692
Other current assets	0		0
Property and equipment, net	0		0
Investments in subsidiaries	0		0
Intercompany receivable	0		0
Other assets, net	0		0
Assets
Intangible assets, net	0		0
Goodwill, net	0		0
Assets	221		219
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0		0
Current liabilities	0		0
Accumulated losses of subsidiaries in excess of investment	0		0
Intercompany payable	475		397
Long-term debt, net of current maturities and debt issuance costs	0		0
Other long-term liabilities	0		0
Total Boyd Gaming Corporation stockholders’ equity	(254)		(178)
Noncontrolling interest	0		0
Total stockholders’ equity	(254)		(178)
Total liabilities and stockholders’ equity	221		219
Eliminations
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0		0	$ 0	$ 0
Other current assets	(1,008)		(4,617)
Property and equipment, net	0		0
Investments in subsidiaries	(3,441,185)		(3,273,712)
Intercompany receivable	(1,867,783)		(1,637,101)
Other assets, net	0		0
Assets
Intangible assets, net	0		0
Goodwill, net	0		0
Assets	(5,309,976)		(4,915,430)
Liabilities and Stockholders’ Equity
Current maturities of long-term debt	0		0
Current liabilities	(285)		(238)
Accumulated losses of subsidiaries in excess of investment	(3,192)		(3,619)
Intercompany payable	(1,867,957)		(1,641,132)
Long-term debt, net of current maturities and debt issuance costs	0		0
Other long-term liabilities	0		0
Total Boyd Gaming Corporation stockholders’ equity	(3,438,592)		(3,270,491)
Noncontrolling interest	50		50
Total stockholders’ equity	(3,438,542)		(3,270,441)
Total liabilities and stockholders’ equity	$ (5,309,976)		$ (4,915,430)

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Condensed Consolidating Financial Information (Income Statements) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	$ 2,199,432	$ 2,701,319	$ 2,894,438
Costs and Expenses
Operating									1,190,824	1,474,448	1,586,862
Selling, general and administrative									322,420	429,529	490,226
Maintenance and utilities									104,548	156,736	166,398
Depreciation and amortization									207,118	251,044	278,413
Corporate expense									76,941	75,626	63,249
Project development, preopening and writedowns										14,390	14,608
Project development, preopening and writedowns									6,907	14,390	14,608
Impairments of assets									18,565	60,780	10,383
Other operating charges, net									907	(2,124)	5,998
Intercompany expenses									0	0	0
Total operating costs and expenses									1,928,230	2,460,429	2,616,137
Equity in earnings of subsidiaries									73,421	10,626	0
Operating Income (Loss)	62,353	100,530	98,182	83,558	22,247	73,774	86,979	68,516	344,623	251,516	278,301
Other expense (income)
Interest expense, net									222,732	281,508	342,183
Loss on early extinguishments of debt									40,733	1,536	54,202
Other, net									3,676	48	(2,090)
Boyd's share of Borgata's non-operating items, net									37,422	9,309	0
Total other expense, net									(304,563)	(292,401)	(394,295)
Income (loss) from continuing operations before income taxes									40,060	(40,885)	(115,994)
Income taxes benefit (provision)									7,174	(753)	(3,350)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									47,234	(41,638)	(119,344)
Income (loss) from discontinued operations, net of tax									0	0	10,790
Net income (loss)									47,234	(41,638)	(108,554)
Less: net income (loss) attributable to noncontrolling interest									0	(11,403)	28,290
Net Income (Loss) Attributable to Parent	$ (6,869)	$ 25,425	$ (6,425)	$ 35,103	$ (32,423)	$ (15,105)	$ 669	$ (6,182)	47,234	(53,041)	(80,264)
Comprehensive income (loss)									46,971	(40,174)	(109,109)
Boyd
Condensed Financial Statements, Captions [Line Items]
Net Revenues									121,541	117,159	123,951
Costs and Expenses
Operating									1,800	1,800	1,848
Selling, general and administrative									48,173	46,708	46,880
Maintenance and utilities									0	0	0
Depreciation and amortization									6,179	5,667	6,619
Corporate expense									71,700	71,951	59,128
Project development, preopening and writedowns									884	105	1,586
Impairments of assets									0	320	0
Other operating charges, net									599	164	427
Intercompany expenses									(1,204)	(1,204)	(1,213)
Total operating costs and expenses									130,539	127,919	117,701
Equity in earnings of subsidiaries									189,980	85,360	101,148
Operating Income (Loss)									180,982	74,600	107,398
Other expense (income)
Interest expense, net									125,890	132,204	153,893
Loss on early extinguishments of debt									30,829	0	25,001
Other, net									396	(793)	137
Boyd's share of Borgata's non-operating items, net									0	0
Total other expense, net									(157,115)	(131,411)	(179,031)
Income (loss) from continuing operations before income taxes									23,867	(56,811)	(71,633)
Income taxes benefit (provision)									23,367	3,770	(8,631)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											(80,264)
Income (loss) from discontinued operations, net of tax											0
Net income (loss)									47,234	(53,041)	(80,264)
Less: net income (loss) attributable to noncontrolling interest										0	0
Net Income (Loss) Attributable to Parent									47,234	(53,041)	(80,264)
Comprehensive income (loss)									46,971	(51,577)	(80,819)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Revenues									1,670,301	1,620,170	1,650,002
Costs and Expenses
Operating									892,039	879,073	901,668
Selling, general and administrative									215,362	223,741	231,260
Maintenance and utilities									89,800	94,654	92,014
Depreciation and amortization									128,269	126,444	121,893
Corporate expense									227	220	119
Project development, preopening and writedowns									1,101	7,130	1,804
Impairments of assets									17,500	51,489	13,634
Other operating charges, net									112	0	2,075
Intercompany expenses									(121,727)	(116,105)	(122,630)
Total operating costs and expenses									1,466,137	1,498,856	1,487,097
Equity in earnings of subsidiaries									50,228	(20,191)	(38,981)
Operating Income (Loss)									254,392	101,123	123,924
Other expense (income)
Interest expense, net									10,867	5,527	9,662
Loss on early extinguishments of debt									0	0	0
Other, net									2,660	0	0
Boyd's share of Borgata's non-operating items, net									37,422	9,309
Total other expense, net									(50,949)	(14,836)	(9,662)
Income (loss) from continuing operations before income taxes									203,443	86,287	114,262
Income taxes benefit (provision)									1,981	13,127	3,959
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											118,221
Income (loss) from discontinued operations, net of tax											0
Net income (loss)										99,414	118,221
Less: net income (loss) attributable to noncontrolling interest										0	0
Net Income (Loss) Attributable to Parent									205,424	99,414	118,221
Comprehensive income (loss)									205,161	100,878	117,666
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Net Revenues									551,199	542,538	570,267
Costs and Expenses
Operating									296,985	303,570	315,365
Selling, general and administrative									58,903	57,370	63,349
Maintenance and utilities									14,748	14,871	14,680
Depreciation and amortization									72,670	76,804	90,155
Corporate expense									5,014	3,455	4,002
Project development, preopening and writedowns									4,846	6,350	8,874
Impairments of assets									1,065	8,971	4,450
Other operating charges, net									196	(177)	359
Intercompany expenses									(20,660)	(20,083)	(21,598)
Total operating costs and expenses									475,087	491,297	522,832
Equity in earnings of subsidiaries									(76)	(162)	0
Operating Income (Loss)									76,036	51,079	47,435
Other expense (income)
Interest expense, net									85,975	90,450	94,917
Loss on early extinguishments of debt									9,904	1,536	3,343
Other, net									620	841	(2,227)
Boyd's share of Borgata's non-operating items, net									0	0
Total other expense, net									(96,499)	(92,827)	(96,033)
Income (loss) from continuing operations before income taxes									(20,463)	(41,748)	(48,598)
Income taxes benefit (provision)									(18,174)	(14,525)	(3,093)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											(51,691)
Income (loss) from discontinued operations, net of tax											23,524
Net income (loss)										(56,273)	(28,167)
Less: net income (loss) attributable to noncontrolling interest										0	0
Net Income (Loss) Attributable to Parent									(38,637)	(56,273)	(28,167)
Comprehensive income (loss)									(38,900)	(54,809)	(28,722)
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Net Revenues									0	559,064	697,633
Costs and Expenses
Operating									0	290,005	367,981
Selling, general and administrative									0	101,930	148,779
Maintenance and utilities									0	47,211	59,704
Depreciation and amortization									0	42,129	59,746
Corporate expense									0	0	0
Project development, preopening and writedowns									76	805	4,277
Impairments of assets									0	0	5,033
Other operating charges, net									0	(2,111)	3,137
Intercompany expenses									0	0	0
Total operating costs and expenses									76	479,969	648,657
Equity in earnings of subsidiaries									0	0	0
Operating Income (Loss)									(76)	79,095	48,976
Other expense (income)
Interest expense, net									0	53,327	83,711
Loss on early extinguishments of debt									0	0	25,858
Other, net									0	0	0
Boyd's share of Borgata's non-operating items, net									0	0
Total other expense, net									0	(53,327)	(109,569)
Income (loss) from continuing operations before income taxes									(76)	25,768	(60,593)
Income taxes benefit (provision)									0	(3,125)	4,415
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											(56,178)
Income (loss) from discontinued operations, net of tax											0
Net income (loss)										22,643	(56,178)
Less: net income (loss) attributable to noncontrolling interest										0	0
Net Income (Loss) Attributable to Parent									(76)	22,643	(56,178)
Comprehensive income (loss)									(76)	22,643	(56,178)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net Revenues									(143,609)	(137,612)	(147,415)
Costs and Expenses
Operating									0	0	0
Selling, general and administrative									(18)	(220)	(42)
Maintenance and utilities									0	0	0
Depreciation and amortization									0	0	0
Corporate expense									0	0	0
Project development, preopening and writedowns									0	0	(1,933)
Impairments of assets									0	0	(12,734)
Other operating charges, net									0	0	0
Intercompany expenses									143,591	137,392	145,441
Total operating costs and expenses									(143,609)	(137,612)	(160,150)
Equity in earnings of subsidiaries									(166,711)	(54,381)	(62,167)
Operating Income (Loss)									(166,711)	(54,381)	(49,432)
Other expense (income)
Interest expense, net									0	0	0
Loss on early extinguishments of debt									0	0	0
Other, net									0	0	0
Boyd's share of Borgata's non-operating items, net									0	0
Total other expense, net									0	0	0
Income (loss) from continuing operations before income taxes									(166,711)	(54,381)	(49,432)
Income taxes benefit (provision)									0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											(49,432)
Income (loss) from discontinued operations, net of tax											(12,734)
Net income (loss)										(54,381)	(62,166)
Less: net income (loss) attributable to noncontrolling interest										(11,403)	28,290
Net Income (Loss) Attributable to Parent									(166,711)	(65,784)	(33,876)
Comprehensive income (loss)									$ (166,185)	$ (57,309)	$ (61,056)

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Condensed Consolidating Financial Information (Cash Flows) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations	$ 0	$ 0	$ 283
Cash flows from operating activities
Net cash from operating activities	339,846	322,859	277,035
Cash flows from investing activities
Capital expenditures	(131,170)	(149,374)	(144,520)
Dividends	14,095	0	0
Deconsolidation of Borgata	0	26,891	0
Proceeds from sale of Echelon, net	0	0	343,750
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	(4,528)
Proceeds from sale of other assets, net	0	0	4,875
Cash paid for exercise of LVE option	0	0	(187,000)
Other investing activities	4,528	(3,715)	2,473
Net cash provided by (used in) investing activities	(126,642)	(179,980)	19,578
Cash flows from financing activities
Borrowings under bank credit facility	1,379,000	1,558,700	3,719,875
Payments under bank credit facility	(1,636,350)	(1,732,750)	(3,759,350)
Debt financing costs, net	(14,004)	(288)	(44,752)
Payments under note payable	0	(9)	(10,820)
Payments on Retirements of Long-term Debt	(657,813)	(2,850)	(875,487)
Net proceeds from issuance of term loan		0	376,200
Premium and Consent Fees Paid	(24,246)	0	0
Proceeds from Contributions from Parent			0
Net Financing Activity with Affiliates	0	0	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
Share-based compensation activities, net	3,689	1,791	13,752
Proceeds from sale of common stock, net	0	0	216,467
Proceeds from (Payments for) Other Financing Activities	0	30	(2,095)
Net cash provided by (used in) financing activities	(199,724)	(175,376)	(366,210)
Proceeds from Issuance of Senior Long-term Debt	750,000	0	0
Cash flows from operating activities	0	0	(2,144)
Cash flows from investing activities	0	0	56,751
Cash flows from financing activities	0	0	0
Net cash provided by discontinued operations	0	0	54,607
Change in cash and cash equivalents	13,480	(32,497)	(14,990)
Cash and cash equivalents, beginning of period	145,341	177,838	192,545
Cash and cash equivalents, end of period	158,821	145,341	177,838
Boyd
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	102,080	(39,524)	(229,447)
Cash flows from investing activities
Capital expenditures	(48,591)	(43,164)	(44,985)
Deconsolidation of Borgata		0
Proceeds from sale of Echelon, net	0	0	343,750
Proceeds (Payments) from Investments in Subsidiaries	0	0	(2,400)
Net Investing Activity with Affiliates	0	0	0
Proceeds from Equity Method Investment, Dividends or Distributions	11,200	5,300	9,620
Payments to (Proceeds from) Combined Other Investing Activities	(3,292)
Proceeds from sale of other assets, net	0	0	4,875
Cash paid for exercise of LVE option	0	0	(187,000)
Other investing activities		0	0
Net cash provided by (used in) investing activities	(34,099)	(37,864)	123,860
Cash flows from financing activities
Borrowings under bank credit facility	1,033,500	830,400	2,920,675
Payments under bank credit facility	(1,211,200)	(910,700)	(2,927,800)
Debt financing costs, net	(14,004)	(83)	(24,349)
Payments under note payable	0	0	(10,341)
Payments on Retirements of Long-term Debt	(500,000)	0	(459,278)
Net proceeds from issuance of term loan			0
Premium and Consent Fees Paid	(24,246)	0	0
Proceeds from Contributions from Parent			0
Net Financing Activity with Affiliates	(105,720)	155,952	376,036
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
Share-based compensation activities, net	3,689	1,791	13,752
Proceeds from sale of common stock, net	0	0	216,467
Proceeds from (Payments for) Other Financing Activities	0	30	(2,095)
Net cash provided by (used in) financing activities	(67,981)	77,390	103,067
Proceeds from Issuance of Senior Long-term Debt	750,000	0	0
Cash flows from operating activities			0
Cash flows from investing activities			0
Cash flows from financing activities			0
Net cash provided by discontinued operations			0
Change in cash and cash equivalents	0	2	(2,520)
Cash and cash equivalents, beginning of period	2	0	2,520
Cash and cash equivalents, end of period	2	2	0
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	318,391	234,242	407,349
Cash flows from investing activities
Capital expenditures	(63,635)	(60,686)	(49,847)
Deconsolidation of Borgata		0
Proceeds from sale of Echelon, net			0
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	(230,682)	(162,689)	(372,171)
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	0
Proceeds from sale of other assets, net			0
Cash paid for exercise of LVE option			0
Other investing activities		(660)	0
Net cash provided by (used in) investing activities	(294,317)	(224,035)	(422,018)
Cash flows from financing activities
Borrowings under bank credit facility	0	0	0
Payments under bank credit facility	0	0	0
Debt financing costs, net	0	0	0
Payments under note payable		0	0
Payments on Retirements of Long-term Debt	0	0	0
Net proceeds from issuance of term loan			0
Premium and Consent Fees Paid	0
Proceeds from Contributions from Parent			2,400
Net Financing Activity with Affiliates	0	0	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	(11,100)	(5,200)	0
Share-based compensation activities, net	0	0	0
Proceeds from sale of common stock, net			0
Proceeds from (Payments for) Other Financing Activities	0	0	0
Net cash provided by (used in) financing activities	(11,100)	(5,200)	2,400
Proceeds from Issuance of Senior Long-term Debt	0
Cash flows from operating activities			0
Cash flows from investing activities			0
Cash flows from financing activities			0
Net cash provided by discontinued operations			0
Change in cash and cash equivalents	12,974	5,007	(12,269)
Cash and cash equivalents, beginning of period	111,452	106,445	118,714
Cash and cash equivalents, end of period	124,426	111,452	106,445
Non-Guarantor Subsidiaries (100% Owned)
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			283
Cash flows from operating activities
Net cash from operating activities	(76,692)	92,617	42,719
Cash flows from investing activities
Capital expenditures	(18,944)	(33,901)	(27,331)
Deconsolidation of Borgata		0
Proceeds from sale of Echelon, net			0
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	0	0	759
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	(1,236)
Proceeds from sale of other assets, net			0
Cash paid for exercise of LVE option			0
Other investing activities		(5,252)	(1,253)
Net cash provided by (used in) investing activities	(17,708)	(39,153)	(27,825)
Cash flows from financing activities
Borrowings under bank credit facility	345,500	317,400	354,700
Payments under bank credit facility	(425,150)	(377,150)	(406,950)
Debt financing costs, net	0	0	(10,288)
Payments under note payable		(9)	(479)
Payments on Retirements of Long-term Debt	(157,813)	0	0
Net proceeds from issuance of term loan			0
Premium and Consent Fees Paid	0
Proceeds from Contributions from Parent			0
Net Financing Activity with Affiliates	332,467	6,297	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	(100)	(100)	(9,620)
Share-based compensation activities, net	0	0	0
Proceeds from sale of common stock, net			0
Proceeds from (Payments for) Other Financing Activities	0	0	0
Net cash provided by (used in) financing activities	94,904	(53,562)	(72,637)
Proceeds from Issuance of Senior Long-term Debt	0
Cash flows from operating activities			(2,144)
Cash flows from investing activities			56,751
Cash flows from financing activities			0
Net cash provided by discontinued operations			54,607
Change in cash and cash equivalents	504	(98)	(3,136)
Cash and cash equivalents, beginning of period	33,668	33,766	36,619
Cash and cash equivalents, end of period	34,172	33,668	33,766
Non-Guarantor Subsidiaries (Not 100% Owned)
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	(76)	35,832	51,748
Cash flows from investing activities
Capital expenditures	0	(11,623)	(22,357)
Deconsolidation of Borgata		26,891
Proceeds from sale of Echelon, net			0
Proceeds (Payments) from Investments in Subsidiaries			0
Net Investing Activity with Affiliates	0	0	42
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Payments to (Proceeds from) Combined Other Investing Activities	0
Proceeds from sale of other assets, net			0
Cash paid for exercise of LVE option			0
Other investing activities		2,197	3,726
Net cash provided by (used in) investing activities	0	(36,317)	(18,589)
Cash flows from financing activities
Borrowings under bank credit facility	0	410,900	444,500
Payments under bank credit facility	0	(444,900)	(424,600)
Debt financing costs, net	0	(205)	(10,115)
Payments under note payable		0	0
Payments on Retirements of Long-term Debt	0	(2,850)	(416,209)
Net proceeds from issuance of term loan			376,200
Premium and Consent Fees Paid	0
Proceeds from Contributions from Parent			0
Net Financing Activity with Affiliates	78	132	0
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
Share-based compensation activities, net	0	0	0
Proceeds from sale of common stock, net			0
Proceeds from (Payments for) Other Financing Activities	0	0	0
Net cash provided by (used in) financing activities	78	(36,923)	(30,224)
Proceeds from Issuance of Senior Long-term Debt	0
Cash flows from operating activities			0
Cash flows from investing activities			0
Cash flows from financing activities			0
Net cash provided by discontinued operations			0
Change in cash and cash equivalents	2	(37,408)	2,935
Cash and cash equivalents, beginning of period	219	37,627	34,692
Cash and cash equivalents, end of period	221	219	37,627
Eliminations
Condensed Financial Statements, Captions [Line Items]
Change in cash classified as discontinued operations			0
Cash flows from operating activities
Net cash from operating activities	(3,857)	(308)	4,666
Cash flows from investing activities
Capital expenditures	0	0	0
Deconsolidation of Borgata		0
Proceeds from sale of Echelon, net			0
Proceeds (Payments) from Investments in Subsidiaries			2,400
Net Investing Activity with Affiliates	230,682	162,689	371,370
Proceeds from Equity Method Investment, Dividends or Distributions	(11,200)	(5,300)	(9,620)
Payments to (Proceeds from) Combined Other Investing Activities	0
Proceeds from sale of other assets, net			0
Cash paid for exercise of LVE option			0
Other investing activities		0	0
Net cash provided by (used in) investing activities	219,482	157,389	364,150
Cash flows from financing activities
Borrowings under bank credit facility	0	0	0
Payments under bank credit facility	0	0	0
Debt financing costs, net	0	0	0
Payments under note payable		0	0
Payments on Retirements of Long-term Debt	0	0	0
Net proceeds from issuance of term loan			0
Premium and Consent Fees Paid	0
Proceeds from Contributions from Parent			(2,400)
Net Financing Activity with Affiliates	(226,825)	(162,381)	(376,036)
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries		5,300	9,620
Share-based compensation activities, net	0	0	0
Proceeds from sale of common stock, net			0
Proceeds from (Payments for) Other Financing Activities	0	0	0
Net cash provided by (used in) financing activities	(215,625)	(157,081)	(368,816)
Proceeds from Issuance of Senior Long-term Debt	0
Cash flows from operating activities			0
Cash flows from investing activities			0
Cash flows from financing activities			0
Net cash provided by discontinued operations			0
Change in cash and cash equivalents	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

XML

Condensed Consolidating Financial Information (Narrative) (Details) - Boyd	Dec. 31, 2015	May. 21, 2015	Dec. 31, 2014	Dec. 31, 2013	Nov. 10, 2010
For the year ending December 31,
Subsidiaries, Ownership Percentage				100.00%	100.00%
Senior Notes | 9.125% Senior Notes Due 2018
For the year ending December 31,
Debt instrument, stated interest rate			9.13%		9.125%
Senior Notes | Senior Notes Due 2023 [Member]
For the year ending December 31,
Debt instrument, stated interest rate	6.875%	6.875%

XML

Condensed Consolidating Financial Information Schedule of adjustments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of adjustments [Line Items]
Net income (loss)	$ 47,234	$ (41,638)	$ (108,554)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	47,234	(41,638)	(119,344)
Assets	4,350,900	4,422,384
Net cash from operating activities	339,846	322,859	277,035
Boyd
Schedule of adjustments [Line Items]
Net income (loss)	47,234	(53,041)	(80,264)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest			(80,264)
Assets	3,643,330	3,433,931
Net cash from operating activities	102,080	(39,524)	(229,447)
Guarantor Subsidiaries
Schedule of adjustments [Line Items]
Net income (loss)		99,414	118,221
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest			118,221
Assets	4,565,001	4,390,771
Net cash from operating activities	318,391	234,242	407,349
Non-Guarantor Subsidiaries (100% Owned)
Schedule of adjustments [Line Items]
Net income (loss)		(56,273)	(28,167)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest			(51,691)
Assets	1,452,324	1,512,893
Net cash from operating activities	(76,692)	92,617	42,719
Non-Guarantor Subsidiaries (Not 100% Owned)
Schedule of adjustments [Line Items]
Net income (loss)		22,643	(56,178)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest			(56,178)
Assets	221	219
Net cash from operating activities	(76)	35,832	51,748
Eliminations
Schedule of adjustments [Line Items]
Net income (loss)		(54,381)	(62,166)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest			(49,432)
Assets	(5,309,976)	(4,915,430)
Net cash from operating activities	$ (3,857)	$ (308)	$ 4,666

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Related Party Transactions (Details) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2015 a
Related Party Transaction [Line Items]
Ownership percentage			50.00%
William S. Boyd and His Immediate Family
Related Party Transaction [Line Items]
Ownership percentage			27.00%
Borgata [Member] | MGM
Related Party Transaction [Line Items]
Land subject to ground leases | a			8.4
Borgata [Member] | MGM | Selling, general and administrative
Related Party Transaction [Line Items]
Ground leases property taxes | $	$ 0.8	$ 3.2

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Schedule I (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities									$ 339,846	$ 322,859	$ 277,035
Net Revenues	$ 542,674	$ 546,313	$ 559,867	$ 550,578	$ 531,593	$ 738,843	$ 722,534	$ 708,349	2,199,432	2,701,319	2,894,438
Operating									1,190,824	1,474,448	1,586,862
Selling, general and administrative									322,420	429,529	490,226
Maintenance and utilities									104,548	156,736	166,398
Depreciation and amortization									207,118	251,044	278,413
Corporate expense									76,941	75,626	63,249
Project development, preopening and writedowns									6,907	14,390	14,608
Impairments of assets									18,565	60,780	10,383
Other operating charges, net									907	(2,124)	5,998
Intercompany expenses									0	0	0
Total operating costs and expenses									1,928,230	2,460,429	2,616,137
Equity in Earnings of Subsidiaries									(73,421)	(10,626)	0
Operating Income (Loss)	62,353	100,530	98,182	83,558	22,247	73,774	86,979	68,516	344,623	251,516	278,301
Interest Income (Expense), Nonoperating, Net									(222,732)	(281,508)	(342,183)
Loss on early extinguishments of debt									40,733	1,536	54,202
Cash and cash equivalents	158,821				145,341				158,821	145,341	177,838	$ 192,545
Other current assets	98,411				96,609				98,411	96,609
Property and equipment, net	2,225,342				2,286,108				2,225,342	2,286,108
Investments in subsidiaries	244,621	221,400			222,717				244,621	222,717
Intercompany receivable	0				0				0	0
Other assets, net	48,341				52,050				48,341	52,050
Intangible assets, net	890,054				934,249				890,054	934,249	1,070,660	1,119,638
Goodwill, net	685,310				685,310				685,310	685,310
Total assets	4,350,900				4,422,384				4,350,900	4,422,384
Current maturities of long-term debt	29,750				29,753				29,750	29,753
Current liabilities	325,321				327,442				325,321	327,442
Accumulated losses of subsidiaries in excess of investment	0				0				0	0
Intercompany payable	0				0				0	0
Long-term debt, net of current maturities and debt issuance costs	3,239,799				3,375,098				3,239,799	3,375,098
Other long-term liabilities	248,019				252,004				248,019	252,004
Common stock	1,117				1,093				1,117	1,093
Additional paid-in capital	945,041				922,112				945,041	922,112
Retained earnings (accumulated deficit)	(437,881)				(485,115)				(437,881)	(485,115)
Accumulated other comprehensive income (loss)	(316)				(53)				(316)	(53)
Total Boyd Gaming Corporation stockholders’ equity	507,961				438,037				507,961	438,037
Noncontrolling interest	50				50				50	50	180,450	163,336
Total stockholders’ equity	508,011				438,087				508,011	438,087	650,437	467,127
Total liabilities and stockholders’ equity	4,350,900				4,422,384				4,350,900	4,422,384
Other, net									3,676	48	(2,090)
Total other expense, net									(304,563)	(292,401)	(394,295)
Income (loss) from continuing operations before income taxes									40,060	(40,885)	(115,994)
Income Tax Expense (Benefit)									(7,174)	753	3,350
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest									47,234	(41,638)	(119,344)
Income (loss) from discontinued operations, net of tax									0	0	10,790
Net income (loss)									47,234	(41,638)	(108,554)
Net (income) loss attributable to noncontrolling interest									0	11,403	(28,290)
Net Income (Loss) Attributable to Parent	(6,869)	$ 25,425	$ (6,425)	$ 35,103	(32,423)	$ (15,105)	$ 669	$ (6,182)	47,234	(53,041)	(80,264)
Fair value of adjustments to available-for-sale securities									(263)	824	(555)
Comprehensive income (loss)									46,971	(40,174)	(109,109)
Payments to Acquire Property, Plant, and Equipment									131,170	149,374	144,520
Proceeds from sale of Echelon, net									0	0	343,750
Proceeds from sale of other assets, net									0	0	4,875
Cash paid for exercise of LVE option									0	0	(187,000)
Proceeds (Payments) from Investments in Subsidiaries											0
Proceeds from Equity Method Investment, Dividends or Distributions									0	0	0
Payments to (Proceeds from) Combined Other Investing Activities									(4,528)
Other investing activities									4,528	(3,715)	2,473
Net cash provided by (used in) investing activities									(126,642)	(179,980)	19,578
Borrowings under bank credit facility									1,379,000	1,558,700	3,719,875
Repayments of Combined Lines of Credit									1,636,350	1,732,750	3,759,350
Payments of Debt Issuance Costs									14,004	288	44,752
Payments under note payable									0	(9)	(10,820)
Payments on Retirements of Long-term Debt									(657,813)	(2,850)	(875,487)
Premium and Consent Fees Paid									(24,246)	0	0
Proceeds from Issuance of Senior Long-term Debt									750,000	0	0
Net Financing Activity with Affiliates									0	0	0
Share-based compensation activities, net									3,689	1,791	13,752
Proceeds from sale of common stock, net									0	0	216,467
Proceeds from (Payments for) Other Financing Activities									0	30	(2,095)
Net Cash Provided by (Used in) Financing Activities									199,724	175,376	366,210
Cash and Cash Equivalents, Period Increase (Decrease)									13,480	(32,497)	(14,990)
Cash paid for interest, net of amounts capitalized									178,433	263,935	319,620
Cash paid (received) for income taxes, net of refunds									(1,159)	226	(6,398)
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures									7,235	16,902	11,511
Boyd
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities									102,080	(39,524)	(229,447)
Net Revenues									121,541	117,159	123,951
Operating									1,800	1,800	1,848
Selling, general and administrative									48,173	46,708	46,880
Maintenance and utilities									0	0	0
Depreciation and amortization									6,179	5,667	6,619
Corporate expense									71,700	71,951	59,128
Impairments of assets									0	320	0
Other operating charges, net									599	164	427
Intercompany expenses									(1,204)	(1,204)	(1,213)
Total operating costs and expenses									130,539	127,919	117,701
Equity in Earnings of Subsidiaries									(189,980)	(85,360)	(101,148)
Operating Income (Loss)									180,982	74,600	107,398
Interest Income (Expense), Nonoperating, Net									(125,890)	(132,204)	(153,893)
Loss on early extinguishments of debt									30,829	0	25,001
Cash and cash equivalents	2				2				2	2	0	$ 2,520
Other current assets	14,602				10,234				14,602	10,234
Property and equipment, net	68,515				65,365				68,515	65,365
Investments in subsidiaries	3,547,690				3,345,735				3,547,690	3,345,735
Intercompany receivable	0				0				0	0
Other assets, net	12,521				12,595				12,521	12,595
Intangible assets, net	0				0				0	0
Goodwill, net	0				0				0	0
Total assets	3,643,330				3,433,931				3,643,330	3,433,931
Current maturities of long-term debt	21,500				21,500				21,500	21,500
Current liabilities	102,946				82,711				102,946	82,711
Accumulated losses of subsidiaries in excess of investment	0				0				0	0
Intercompany payable	720,400				668,310				720,400	668,310
Long-term debt, net of current maturities and debt issuance costs	2,255,800				2,183,485				2,255,800	2,183,485
Other long-term liabilities	34,723				39,888				34,723	39,888
Common stock	1,117				1,093				1,117	1,093
Additional paid-in capital	945,041				922,112				945,041	922,112
Retained earnings (accumulated deficit)	(437,881)				(485,115)				(437,881)	(485,115)
Accumulated other comprehensive income (loss)	(316)				(53)				(316)	(53)
Total Boyd Gaming Corporation stockholders’ equity	507,961				438,037				507,961	438,037
Noncontrolling interest	0				0				0	0
Total stockholders’ equity	507,961				438,037				507,961	438,037
Total liabilities and stockholders’ equity	$ 3,643,330				$ 3,433,931				3,643,330	3,433,931
Other, net									396	(793)	137
Total other expense, net									(157,115)	(131,411)	(179,031)
Income (loss) from continuing operations before income taxes									23,867	(56,811)	(71,633)
Income Tax Expense (Benefit)									(23,367)	(3,770)	8,631
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest											(80,264)
Income (loss) from discontinued operations, net of tax											0
Net income (loss)									47,234	(53,041)	(80,264)
Net (income) loss attributable to noncontrolling interest										0	0
Net Income (Loss) Attributable to Parent									47,234	(53,041)	(80,264)
Comprehensive income (loss)									46,971	(51,577)	(80,819)
Payments to Acquire Property, Plant, and Equipment									48,591	43,164	44,985
Proceeds from sale of Echelon, net									0	0	343,750
Proceeds from sale of other assets, net									0	0	4,875
Cash paid for exercise of LVE option									0	0	(187,000)
Proceeds (Payments) from Investments in Subsidiaries									0	0	(2,400)
Proceeds from Equity Method Investment, Dividends or Distributions									11,200	5,300	9,620
Payments to (Proceeds from) Combined Other Investing Activities									(3,292)
Other investing activities										0	0
Net cash provided by (used in) investing activities									(34,099)	(37,864)	123,860
Borrowings under bank credit facility									1,033,500	830,400	2,920,675
Repayments of Combined Lines of Credit									1,211,200	910,700	2,927,800
Payments of Debt Issuance Costs									14,004	83	24,349
Payments under note payable									0	0	(10,341)
Payments on Retirements of Long-term Debt									(500,000)	0	(459,278)
Premium and Consent Fees Paid									(24,246)	0	0
Proceeds from Issuance of Senior Long-term Debt									750,000	0	0
Net Financing Activity with Affiliates									(105,720)	155,952	376,036
Share-based compensation activities, net									3,689	1,791	13,752
Proceeds from sale of common stock, net									0	0	216,467
Proceeds from (Payments for) Other Financing Activities									0	30	(2,095)
Net Cash Provided by (Used in) Financing Activities									67,981	(77,390)	(103,067)
Cash and Cash Equivalents, Period Increase (Decrease)									0	2	(2,520)
Cash paid for interest, net of amounts capitalized									112,075	131,517	155,889
Cash paid (received) for income taxes, net of refunds									212	(3)	2
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures									$ 4,296	$ 6,931	$ 0

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Schedule I Schedule I Footnotes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	$ 0	$ 0	$ 0
2015	29,750
2016	676,000
2017	812,975
2018	9,000
2019	1,044,750
Thereafter	750,000
Proceeds from Equity Method Investment, Dividends or Distributions	0	0	0
Outstanding principal	(3,322,475)
2015	40,924
2016	44,264
2017	17,218
2018	15,325
2019	13,492
Thereafter	388,213
Lease obligations	519,436
Payments to (Proceeds from) Combined Other Investing Activities	(4,528)
Boyd
Condensed Financial Statements, Captions [Line Items]
Cash Dividends Paid to Parent Company by Unconsolidated Subsidiaries	0	0	0
2015	21,500
2016	21,500
2017	462,975
2018	9,000
2019	1,044,750
Thereafter	750,000
Proceeds from Equity Method Investment, Dividends or Distributions	11,200	5,300	$ 9,620
Outstanding principal	(2,309,725)	$ (2,389,165)
Payments to (Proceeds from) Combined Other Investing Activities	(3,292)
Parent Only [Member]
Condensed Financial Statements, Captions [Line Items]
Outstanding principal	(2,309,725)
2015	23,545
2016	27,798
2017	1,040
2018	655
2019	425
Thereafter	0
Lease obligations	$ 53,463