EX-99.1 2 exhibit991byd10q3312018rec.htm EXHIBIT 99.1
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

| March 31, |  | December 31,
(In thousands, except share data) | 2018 |  | 2017
ASSETS |  |  |
Current assets |  |  |
Cash and cash equivalents | $ | 179,706 |  |  | $ | 203,104 |
Restricted cash | 25,794 |  |  | 24,175 |
Accounts receivable, net | 36,499 |  |  | 40,322 |
Inventories | 17,617 |  |  | 18,004 |
Prepaid expenses and other current assets | 36,826 |  |  | 37,873 |
Income taxes receivable | 5,185 |  |  | 5,185 |
Total current assets | 301,627 |  |  | 328,663 |
Property and equipment, net | 2,512,713 |  |  | 2,539,786 |
Other assets, net | 79,567 |  |  | 81,128 |
Intangible assets, net | 842,317 |  |  | 842,946 |
Goodwill, net | 888,224 |  |  | 888,224 |
Other long-term tax assets | 5,183 |  |  | 5,183 |
Total assets | $ | 4,629,631 |  |  | $ | 4,685,930 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |
Current liabilities |  |  |
Accounts payable | $ | 75,816 |  |  | $ | 106,323 |
Current maturities of long-term debt | 23,981 |  |  | 23,981 |
Accrued liabilities | 280,076 |  |  | 255,146 |
Income tax payable | 1,842 |  |  | 21 |
Total current liabilities | 381,715 |  |  | 385,471 |
Long-term debt, net of current maturities and debt issuance costs | 2,969,223 |  |  | 3,051,899 |
Deferred income taxes | 94,381 |  |  | 86,657 |
Other long-term tax liabilities | 3,494 |  |  | 3,447 |
Other liabilities | 63,256 |  |  | 61,229 |
Commitments and contingencies (Notes 3, 8 and 9) |  |  |
Stockholders' equity |  |  |
Preferred stock, $0.01 par value, 5,000,000 shares authorized | — |  |  | — |
Common stock, $0.01 par value, 200,000,000 shares authorized; 112,651,223 and 112,634,418 shares outstanding | 1,126 |  |  | 1,126 |
Additional paid-in capital | 917,393 |  |  | 931,858 |
Retained earnings | 199,877 |  |  | 164,425 |
Accumulated other comprehensive loss | (834 | ) |  | (182 | )
Total stockholders' equity | 1,117,562 |  |  | 1,097,227 |
Total liabilities and stockholders' equity | $ | 4,629,631 |  |  | $ | 4,685,930 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

| Three Months Ended
| March 31,
(In thousands, except per share data) | 2018 |  | 2017
Revenues |  |  |
Gaming | $ | 440,463 |  |  | $ | 443,945 |
Food and beverage | 85,399 |  |  | 86,605 |
Room | 47,912 |  |  | 46,850 |
Other | 32,344 |  |  | 32,665 |
Total revenues | 606,118 |  |  | 610,065 |
Operating costs and expenses |  |  |
Gaming | 189,035 |  |  | 191,933 |
Food and beverage | 82,690 |  |  | 84,348 |
Room | 20,933 |  |  | 21,307 |
Other | 20,805 |  |  | 21,415 |
Selling, general and administrative | 87,583 |  |  | 91,613 |
Maintenance and utilities | 27,926 |  |  | 26,399 |
Depreciation and amortization | 51,276 |  |  | 53,964 |
Corporate expense | 25,857 |  |  | 20,798 |
Project development, preopening and writedowns | 3,440 |  |  | 2,972 |
Other operating items, net | 1,799 |  |  | 486 |
Total operating costs and expenses | 511,344 |  |  | 515,235 |
Operating income | 94,774 |  |  | 94,830 |
Other expense (income) |  |  |
Interest income | (457 | ) |  | (460 | )
Interest expense, net of amounts capitalized | 44,259 |  |  | 43,674 |
Loss on early extinguishments and modifications of debt | 61 |  |  | 156 |
Other, net | (380 | ) |  | 111 |
Total other expense, net | 43,483 |  |  | 43,481 |
Income from continuing operations before income taxes | 51,291 |  |  | 51,349 |
Income tax provision | (9,892 | ) |  | (16,273 | )
Income from continuing operations, net of tax | 41,399 |  |  | 35,076 |
Income from discontinued operations, net of tax | — |  |  | 375 |
Net income | $ | 41,399 |  |  | $ | 35,451 |
Basic net income per common share |  |  |
Continuing operations | $ | 0.36 |  |  | $ | 0.31 |
Discontinued operations | — |  |  | — |
Basic net income per common share | $ | 0.36 |  |  | $ | 0.31 |
Weighted average basic shares outstanding | 114,375 |  |  | 115,269 |
Diluted net income per common share |  |  |
Continuing operations | $ | 0.36 |  |  | $ | 0.31 |
Discontinued operations | — |  |  | — |
Diluted net income per common share | $ | 0.36 |  |  | $ | 0.31 |
Weighted average diluted shares outstanding | 115,154 |  |  | 115,902 |
Dividends declared per common share | $ | 0.05 |  |  | $ | — |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Net income | $ | 41,399 |  |  | $ | 35,451 |
Other comprehensive (loss) income, net of tax: |  |  |
Fair value adjustments to available-for-sale securities, net of tax | (964 | ) |  | 571 |
Comprehensive income | $ | 40,435 |  |  | $ | 36,022 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

| Boyd Gaming Corporation Stockholders' Equity |  |  |  |
| Common Stock |  | Additional Paid-in Capital |  | Retained Earnings (Accumulated Deficit) |  | Accumulated Other Comprehensive Income (Loss), Net |  | Noncontrolling Interest |  | Total
(In thousands, except share data) | Shares |  | Amount |  |  |  |  |
Balances, January 1, 2018 | 112,634,418 |  |  | $ | 1,126 |  |  | $ | 931,858 |  |  | $ | 164,425 |  |  | $ | (182 | ) |  | $ | — |  |  | $ | 1,097,227 |
Cumulative effect of change in accounting principle, adoption of Update 2018-02 | — |  |  | — |  |  | — |  |  | (312 | ) |  | 312 |  |  | — |  |  | — |
Net income | — |  |  | — |  |  | — |  |  | 41,399 |  |  | — |  |  | — |  |  | 41,399 |
Comprehensive income attributable to Boyd, net of tax | — |  |  | — |  |  | — |  |  | — |  |  | (964 | ) |  | — |  |  | (964 | )
Stock options exercised | 221,400 |  |  | 2 |  |  | 2,043 |  |  | — |  |  | — |  |  | — |  |  | 2,045 |
Release of restricted stock units, net of tax | 16,957 |  |  | — |  |  | (364 | ) |  | — |  |  | — |  |  | — |  |  | (364 | )
Release of performance stock units, net of tax | 337,537 |  |  | 4 |  |  | (5,274 | ) |  | — |  |  | — |  |  | — |  |  | (5,270 | )
Shares repurchased and retired | (559,089 | ) |  | (6 | ) |  | (19,797 | ) |  | — |  |  | — |  |  | — |  |  | (19,803 | )
Dividends declared | — |  |  | — |  |  | — |  |  | (5,635 | ) |  | — |  |  | — |  |  | (5,635 | )
Share-based compensation costs | — |  |  | — |  |  | 8,927 |  |  | — |  |  | — |  |  | — |  |  | 8,927 |
Balances, March 31, 2018 | 112,651,223 |  |  | $ | 1,126 |  |  | $ | 917,393 |  |  | $ | 199,877 |  |  | $ | (834 | ) |  | $ | — |  |  | $ | 1,117,562 |
Balances, January 1, 2017 | 112,896,377 |  |  | $ | 1,129 |  |  | $ | 953,440 |  |  | $ | (23,824 | ) |  | $ | (615 | ) |  | $ | 50 |  |  | $ | 930,180 |
Cumulative effect of change in accounting principle, adoption of Update 2016-09 | — |  |  | — |  |  | — |  |  | 15,777 |  |  | — |  |  | — |  |  | 15,777 |
Net income | — |  |  | — |  |  | — |  |  | 35,451 |  |  | — |  |  | — |  |  | 35,451 |
Comprehensive income attributable to Boyd, net of tax | — |  |  | — |  |  | — |  |  | — |  |  | 571 |  |  | — |  |  | 571 |
Stock options exercised | 16,050 |  |  | — |  |  | 127 |  |  | — |  |  | — |  |  | — |  |  | 127 |
Release of restricted stock units, net of tax | 142,998 |  |  | 1 |  |  | (2,163 | ) |  | — |  |  | — |  |  | — |  |  | (2,162 | )
Release of performance stock units, net of tax | 173,653 |  |  | 2 |  |  | (1,793 | ) |  | — |  |  | — |  |  | — |  |  | (1,791 | )
Share-based compensation costs | — |  |  | — |  |  | 3,083 |  |  | — |  |  | — |  |  | — |  |  | 3,083 |
Other | — |  |  | — |  |  | 537 |  |  | — |  |  | — |  |  | (50 | ) |  | 487 |
Balances, March 31, 2017 | 113,229,078 |  |  | $ | 1,132 |  |  | $ | 953,231 |  |  | $ | 27,404 |  |  | $ | (44 | ) |  | $ | — |  |  | $ | 981,723 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Cash Flows from Operating Activities |  |  |
Net income | $ | 41,399 |  |  | $ | 35,451 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Income from discontinued operations, net of tax | — |  |  | (375 | )
Depreciation and amortization | 51,276 |  |  | 53,964 |
Amortization of debt financing costs and discounts on debt | 2,186 |  |  | 2,213 |
Share-based compensation expense | 8,927 |  |  | 3,083 |
Deferred income taxes | 8,094 |  |  | 15,159 |
Loss on early extinguishments and modifications of debt | 61 |  |  | 156 |
Other operating activities | 56 |  |  | 766 |
Changes in operating assets and liabilities: |  |  |
Accounts receivable, net | 3,823 |  |  | 2,185 |
Inventories | 387 |  |  | 606 |
Prepaid expenses and other current assets | 1,047 |  |  | (1,633 | )
Income taxes payable | 1,821 |  |  | 1,517 |
Other assets, net | 169 |  |  | (217 | )
Accounts payable and accrued liabilities | (2,795 | ) |  | 4,959 |
Other long-term tax liabilities | 47 |  |  | 31 |
Other liabilities | 2,027 |  |  | (261 | )
Net cash provided by operating activities | 118,525 |  |  | 117,604 |
Cash Flows from Investing Activities |  |  |
Capital expenditures | (25,918 | ) |  | (80,038 | )
Advances pursuant to development agreement | — |  |  | (35,108 | )
Other investing activities | (500 | ) |  | 44 |
Net cash used in investing activities | (26,418 | ) |  | (115,102 | )
Cash Flows from Financing Activities |  |  |
Borrowings under bank credit facility | 179,600 |  |  | 256,700 |
Payments under bank credit facility | (264,403 | ) |  | (275,063 | )
Debt financing costs, net | (9 | ) |  | (1,889 | )
Share-based compensation activities, net | (3,589 | ) |  | (3,826 | )
Shares repurchased and retired | (19,803 | ) |  | — |
Dividends paid | (5,632 | ) |  | — |
Other financing activities | (50 | ) |  | (95 | )
Net cash used in financing activities | (113,886 | ) |  | (24,173 | )
Cash Flows from Discontinued Operations |  |  |
Cash flows from operating activities | — |  |  | (255 | )
Cash flows from investing activities | — |  |  | 630 |
Cash flows from financing activities | — |  |  | — |
Net cash provided by discontinued operations | — |  |  | 375 |
Change in cash, cash equivalents and restricted cash | (21,779 | ) |  | (21,296 | )
Cash, cash equivalents and restricted cash, beginning of period | 227,279 |  |  | 210,350 |
Cash, cash equivalents and restricted cash, end of period | $ | 205,500 |  |  | $ | 189,054 |
Supplemental Disclosure of Cash Flow Information |  |  |
Cash paid for interest, net of amounts capitalized | $ | 16,897 |  |  | $ | 29,851 |
Cash received for income taxes | (65 | ) |  | (2 | )
Supplemental Schedule of Non-cash Investing and Financing Activities |  |  |
Payables incurred for capital expenditures | $ | 6,452 |  |  | $ | 5,634 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "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 geographically diversified operator of 24 wholly owned gaming entertainment properties. Headquartered in Las Vegas, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 26, 2018, except as superseded by Current Report of Form 8-K, as filed with the SEC on June 28, 2018. As discussed in Note 2, Summary of Significant Accounting Policies, we adopted the Revenue Standard effective January 1, 2018, by applying the full retrospective method, which has impacted previously reported results.
The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.
The accompanying condensed consolidated financial statements include the accounts of Boyd Gaming and its wholly owned subsidiaries. Investments in unconsolidated affiliates, which do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest entities, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.
On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata Hotel Casino & Spa ("Borgata"), pursuant to an Equity Purchase Agreement (the "Purchase Agreement") enter into on May 31, 2016, as amended on July 19, 2016 by and among the Company, Boyd Atlantic City, Inc., a wholly owned subsidiary of the Company, and MGM. (See Note 3, Acquisitions and Divestitures.) We accounted for our investment in Borgata by applying the equity method and reported its results as discontinued operations for all periods presented in these condensed consolidated financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.
The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows.

| March 31, |  | December 31, |  | March 31, |  | December 31,
(In thousands) | 2018 |  | 2017 |  | 2017 |  | 2016
Cash and cash equivalents | $ | 179,706 |  |  | $ | 203,104 |  |  | $ | 167,007 |  |  | $ | 193,862 |
Restricted cash | 25,794 |  |  | 24,175 |  |  | 22,047 |  |  | 16,488 |
Total cash, cash equivalents and restricted cash | $ | 205,500 |  |  | $ | 227,279 |  |  | $ | 189,054 |  |  | $ | 210,350 |

8

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Revenue Recognition
The Company’s revenue contracts with customers consist of gaming wagers, hotel room sales, food & beverage offerings and other amenity transactions. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gross gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.
Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6, Accrued Liabilities, for the balance outstanding related to player loyalty programs.
The Company collects advanced deposits from hotel customers for future reservations representing obligations of the Company until the hotel room stay is provided to the customer. See Note 6, Accrued Liabilities, for the balance outstanding related to advance deposits.
The Company's outstanding chip liability represents the amounts owned in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 6, Accrued Liabilities, for the balance outstanding related to the chip liability.
The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our slot bonus program such as cash and the estimated retail value of goods and services (such as complimentary rooms and food & beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time for complimentary slot play, food & beverage, and to a lesser extent for other goods or services, depending upon the property.
The estimated retail value related to goods and services provided to guests without charge or upon redemption of points under our player loyalty programs, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Food and beverage | $ | 42,638 |  |  | $ | 42,814 |
Rooms | 19,000 |  |  | 18,590 |
Other | 2,580 |  |  | 2,528 |

Gaming Taxes
We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are recorded as a gaming expense in the condensed consolidated statements of operations. These taxes totaled approximately $78.1 million and $83.2 million for the three months ended March 31, 2018 and 2017, respectively.
9

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Income Taxes
Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
Other Long-Term Tax Liabilities
The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Recently Adopted Accounting Pronouncements
Accounting Standards Update ("ASU") 2018-05, Income Taxes ("Update 2018-05")
In March 2018, the Financial Accounting Standards Board ("FASB") issued Update 2018-05, which amends the guidance to SEC Staff Accounting Bulletin No. 118 ("SAB 118") by adding income tax accounting implications of the Tax Cuts and Jobs Act (the "Tax Act"). The SEC staff issued SAB 118 to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740, Income Taxes ("ASC 740"). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. We have recorded an adjustment as a result of the Tax Act as described above in fourth quarter 2017. We believe our analysis to be complete and do not anticipate any material future changes to financial statements as a result of the impact of the Tax Act. However, if any changes are determined, we will record those as part of the measurement period.
10

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
ASU 2018-02, Income Statement - Reporting Comprehensive Income ("Update 2018-02")
In first quarter 2018, the Company adopted ASU 2018-02 which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The effect of this change in accounting principle is to record an other comprehensive income tax effect as a reduction in retained earnings of $0.3 million on the condensed consolidated statement of changes in stockholders' equity for the three months ended March 31, 2018.
ASU 2016-18, Statement of Cash Flows ("Update 2016-18")
In November 2016, the FASB issued Update 2016-18, which amends Accounting Standards Codification ("ASC") 230 to add or clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. Update 2016-18 requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted Update 2016-18 effective January 1, 2018 using the retrospective approach. We adjusted our condensed consolidated statement of cash flows from amounts previously reported due to the adoption of Update 2016-18. The effects of adopting Update 2016-18 on our condensed consolidated statement of cash flows for the three months ended March 31, 2017 were as follows:

| Three Months Ended March 31, 2017
(In thousands) | As Previously Reported |  | Adoption of Update 2016-18 |  | As Adjusted
Net cash provided by operating activities | $ | 112,045 |  |  | $ | 5,559 |  |  | $ | 117,604 |
Cash, cash equivalents and restricted cash, beginning of period | $ | 193,862 |  |  | $ | 16,488 |  |  | $ | 210,350 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (26,855 | ) |  | 5,559 |  |  | (21,296 | )
Cash, cash equivalents and restricted cash, end of period | $ | 167,007 |  |  | $ | 22,047 |  |  | $ | 189,054 |

ASU 2016-15, Statement of Cash Flows ("Update 2016-15")
In August 2016, the FASB issued Update 2016-15, which amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows. Update 2016-15 is intended to reduce the lack of consistent principles on certain classifications such as debt prepayment, debt extinguishment costs, distributions, insurance claims and beneficial interest in securitization transactions. The Company adopted Update 2016-15 effective January 1, 2018. The Company determined that the impact of the new standard on its condensed consolidated financial statements is not material.
ASU 2016-09, Compensation - Stock Compensation ("Update 2016-09")
In first quarter 2017, the Company adopted Update 2016-09, which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Update 2016-09 requires excess tax benefits and deficiencies to be recorded in income tax expense instead of equity. The cumulative effect of this change in accounting principle was to record the benefit of previously unrecognized excess tax deductions as an increase in retained earnings of $15.8 million on the condensed consolidated statement of changes in stockholders' equity for the three months ended March 31, 2017.
ASU 2014-09, Revenue from Contracts with Customers ("Update 2014-09"); ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("Update 2015-14" ); ASU 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("Update 2016-08"); ASU 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing ("Update 2016-10"); ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ("Update 2016-11"); and ASU 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"); (collectively, the “Revenue Standard”)
The Revenue Standard prescribes a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted the Revenue Standard by applying the full retrospective approach in first quarter 2018 and has adjusted the prior period presented.
The guidance changed the presentation of net revenues as the historical presentation reflected revenues gross for goods and services provided to our customers as an inducement to play with us, with an offsetting reduction for promotional allowances to derive net
11

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
revenues. Under the new guidance, revenues are allocated among our departmental classifications based on the relative standalone selling prices of the goods and services provided to the customer. Our reporting of amounts paid to operators of wide area progressive games has changed as a result of the adoption of the Revenue Standard. We previously reported these payments as contra-revenues. Under the Revenue Standard, these payments are reported as an operating expense. The accounting for our frequent player programs was also impacted, with changes to the timing and/or classification of certain transactions between revenues and operating expenses.
The implementation of the Revenue Standard resulted in an increase to the player point liability due to the change in our accounting method for this liability from an estimated cost of redemption model to a deferred revenue model. As of the effective date of our adoption (January 1, 2015), the cumulative effect adjustment decreased beginning Retained earnings by $3.8 million (after tax), resulted in a deferred tax asset reduction of $2.4 million and increased Accrued liabilities by approximately $6.2 million on the condensed consolidated balance sheet. The impact to the condensed consolidated statement of cash flows for the three months ended March 31, 2017 was not material. The impact of this change in accounting for these programs is not expected to be material to any annual accounting period.
12

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
The effects of the adoption of the Revenue Standard on our results for the three months ended March 31, 2017 are as follows:

| Three Months Ended March 31, 2017
(In thousands, except per share data) | As Previously Reported |  | Adoption of Revenue Standard |  | As Adjusted
Revenues |  |  |  |  |
Gaming | $ | 499,999 |  |  | $ | (56,054 | ) |  | $ | 443,945 |
Food and beverage | 87,443 |  |  | (838 | ) |  | 86,605 |
Room | 47,326 |  |  | (476 | ) |  | 46,850 |
Other | 34,038 |  |  | (1,373 | ) |  | 32,665 |
Gross revenues | 668,806 |  |  | (58,741 | ) |  | 610,065 |
Less promotional allowances | 63,464 |  |  | (63,464 | ) |  | — |
Net revenues | 605,342 |  |  | 4,723 |  |  | 610,065 |
Operating costs and expenses |  |  |  |  |
Gaming | 231,631 |  |  | (39,698 | ) |  | 191,933 |
Food and beverage | 49,518 |  |  | 34,830 |  |  | 84,348 |
Room | 13,114 |  |  | 8,193 |  |  | 21,307 |
Other | 19,979 |  |  | 1,436 |  |  | 21,415 |
Selling, general and administrative | 91,613 |  |  | — |  |  | 91,613 |
Maintenance and utilities | 26,399 |  |  | — |  |  | 26,399 |
Depreciation and amortization | 53,964 |  |  | — |  |  | 53,964 |
Corporate expense | 20,798 |  |  | — |  |  | 20,798 |
Project development, preopening and writedowns | 2,972 |  |  | — |  |  | 2,972 |
Other operating items, net | 486 |  |  | — |  |  | 486 |
Total operating costs and expenses | 510,474 |  |  | 4,761 |  |  | 515,235 |
Operating income | 94,868 |  |  | (38 | ) |  | 94,830 |
Other expense (income) |  |  |  |  |
Interest income | (460 | ) |  | — |  |  | (460 | )
Interest expense, net of amounts capitalized | 43,674 |  |  | — |  |  | 43,674 |
Loss on early extinguishments and modifications of debt | 156 |  |  | — |  |  | 156 |
Other, net | 111 |  |  | — |  |  | 111 |
Total other expense, net | 43,481 |  |  | — |  |  | 43,481 |
Income from continuing operations before income taxes | 51,387 |  |  | (38 | ) |  | 51,349 |
Income tax provision | (16,273 | ) |  | — |  |  | (16,273 | )
Income from continuing operations, net of tax | 35,114 |  |  | (38 | ) |  | 35,076 |
Income from discontinued operations, net of tax | 375 |  |  | — |  |  | 375 |
Net income | $ | 35,489 |  |  | $ | (38 | ) |  | $ | 35,451 |
Basic net income per common share |  |  |  |  |
Continuing operations | $ | 0.31 |  |  | $ | — |  |  | $ | 0.31 |
Discontinued operations | — |  |  | — |  |  | — |
Basic net income per common share | $ | 0.31 |  |  | $ | — |  |  | $ | 0.31 |
Weighted average basic shares outstanding | 115,269 |  |  | — |  |  | 115,269 |
Diluted net income per common share |  |  |  |  |
Continuing operations | $ | 0.31 |  |  | $ | — |  |  | $ | 0.31 |
Discontinued operations | — |  |  | — |  |  | — |
Diluted net income per common share | $ | 0.31 |  |  | $ | — |  |  | $ | 0.31 |
Weighted average diluted shares outstanding | 115,902 |  |  | — |  |  | 115,902 |

13

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Recently Issued Accounting Pronouncements
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 condensed consolidated financial statements.
NOTE 3. ACQUISITIONS AND DIVESTITURES
Pending Acquisitions
On May 2, 2018, we announced that we had entered into a definitive agreement to acquire Lattner Entertainment Group Illinois, LLC ("Lattner"), for total cash consideration of $100.0 million, subject to adjustment based on cash, indebtedness and current liabilities of Lattner at closing and transaction expenses of Lattner. Lattner currently operates nearly 1,000 gaming units in 220 locations across the state of Illinois. The transaction is expected to close by the end of the second quarter of 2018, subject to the satisfaction of customary closing conditions and the receipt of all required regulatory approvals. We intend to finance the transaction through cash flow from operations and availability under our existing bank credit facility.
On December 18, 2017, we announced that we had entered into a definitive agreement with Penn National Gaming, Inc. (the "Penn National Purchase Agreement"), to acquire the operations of four properties, which include Ameristar St. Charles and Ameristar Kansas City, both in Missouri, along with Belterra Casino Resort in Florence, Indiana, and Belterra Park in Cincinnati, Ohio, for total net cash consideration of $575.0 million, subject to adjustments based on (a) the adjusted 2017 EBITDA of each property (as determined per the agreement), and (b) working capital, cash and indebtedness of the combined properties at closing and transaction expenses (the "Penn National Purchase").
On December 20, 2017, we announced that we had entered into a definitive agreement with Valley Forge Convention Center Partners, L.P. (the "Valley Forge Merger Agreement"), to acquire Valley Forge Casino Resort ("Valley Forge") in King of Prussia, Pennsylvania, for total cash consideration of $280.5 million, subject to adjustment based on working capital, cash and indebtedness of Valley Forge at closing and transaction expenses (the "Valley Forge Merger").
The completion of the Penn National Purchase and the Valley Forge Merger are each subject to customary conditions and the receipt of all required regulatory approvals, including, among others, approval by the required state gaming commissions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In addition, the Penn National Purchase is also contingent upon the successful completion of Penn National’s proposed acquisition of Pinnacle Entertainment, Inc. Subject to the satisfaction or waiver of the respective conditions in each of the Penn National Purchase Agreement and the Valley Forge Merger Agreement, we currently expect each of the transactions to close during the second half of 2018.
Investment in and Divestiture of Borgata
On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in MDDHC, the parent company of Borgata in Atlantic City, New Jersey, to MGM pursuant to the Purchase Agreement entered into on May 31, 2016, as amended on July 19, 2016, by and among the Company, Boyd Atlantic City, Inc., a wholly owned subsidiary of the Company, and MGM (the "Transaction").
Prior to the sale of our equity interest, the Company and MGM each held a 50% interest in MDDHC, which owned all the equity interests in Borgata. Until the closing of the sale, we were the managing member of MDDHC, and we were responsible for the day-to-day operations of Borgata. Following the Transaction, MDDHC became a wholly owned subsidiary of MGM.
In consideration for the Transaction, MGM paid Boyd Gaming $900 million. The initial net cash proceeds were approximately $589 million, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital. These initial proceeds did not include our 50% share of any future property tax settlement benefits related to the time period during which we held a 50% ownership in MDDHC to which Boyd Gaming retained the right to receive upon payment. During first quarter 2017, we recognized $0.6 million in income for the cash we received for our share of property tax benefits realized by Borgata during that period. This payment is included in discontinued operations in the condensed consolidated financial statements. On February 15, 2017, Borgata entered into a settlement agreement with Atlantic City, the terms of which provided for $72 million to be paid to Borgata to resolve the remaining property tax issues. These payments were received in full during second quarter 2017.
14

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
NOTE 4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:

| March 31, |  | December 31,
(In thousands) | 2018 |  | 2017
Land | $ | 294,533 |  |  | $ | 294,533 |
Buildings and improvements | 2,946,722 |  |  | 2,935,539 |
Furniture and equipment | 1,349,496 |  |  | 1,311,704 |
Riverboats and barges | 239,240 |  |  | 238,926 |
Construction in progress | 33,292 |  |  | 59,538 |
Total property and equipment | 4,863,283 |  |  | 4,840,240 |
Less accumulated depreciation | 2,350,570 |  |  | 2,300,454 |
Property and equipment, net | $ | 2,512,713 |  |  | $ | 2,539,786 |

Depreciation expense is as follows:

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Depreciation expense | $ | 50,146 |  |  | $ | 49,394 |

NOTE 5. INTANGIBLE ASSETS
Intangible assets consist of the following:

| March 31, 2018
| Weighted |  | Gross |  |  |  | Cumulative |  |
| Average Life |  | Carrying |  | Cumulative |  | Impairment |  | Intangible
(In thousands) | Remaining |  | Value |  | Amortization |  | Losses |  | Assets, Net
Amortizing intangibles |  |  |  |  |  |  |  |  |
Customer relationships | 5.0 years |  | $ | 9,400 |  |  | $ | (4,042 | ) |  | $ | — |  |  | $ | 5,358 |
Favorable lease rates | 37.8 years |  | 11,730 |  |  | (3,132 | ) |  | — |  |  | 8,598 |
Development agreement | — |  | 21,373 |  |  | — |  |  | — |  |  | 21,373 |
|  |  | 42,503 |  |  | (7,174 | ) |  | — |  |  | 35,329 |
Indefinite lived intangible assets |  |  |  |  |  |  |  |  |
Trademarks | Indefinite |  | 151,887 |  |  | — |  |  | (4,300 | ) |  | 147,587 |
Gaming license rights | Indefinite |  | 873,335 |  |  | (33,960 | ) |  | (179,974 | ) |  | 659,401 |
|  |  | 1,025,222 |  |  | (33,960 | ) |  | (184,274 | ) |  | 806,988 |
Balance, March 31, 2018 |  |  | $ | 1,067,725 |  |  | $ | (41,134 | ) |  | $ | (184,274 | ) |  | $ | 842,317 |

15

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________

| December 31, 2017
| Weighted |  | Gross |  |  |  | Cumulative |  |
| Average Life |  | Carrying |  | Cumulative |  | Impairment |  | Intangible
(In thousands) | Remaining |  | Value |  | Amortization |  | Losses |  | Assets, Net
Amortizing intangibles |  |  |  |  |  |  |  |  |
Customer relationships | 5.2 years |  | $ | 9,400 |  |  | $ | (3,470 | ) |  | $ | — |  |  | $ | 5,930 |
Favorable lease rates | 38.0 years |  | 11,730 |  |  | (3,075 | ) |  | — |  |  | 8,655 |
Development agreement | — |  | 21,373 |  |  | — |  |  | — |  |  | 21,373 |
|  |  | 42,503 |  |  | (6,545 | ) |  | — |  |  | 35,958 |
Indefinite lived intangible assets |  |  |  |  |  |  |  |  |
Trademarks | Indefinite |  | 151,887 |  |  | — |  |  | (4,300 | ) |  | 147,587 |
Gaming license rights | Indefinite |  | 873,335 |  |  | (33,960 | ) |  | (179,974 | ) |  | 659,401 |
|  |  | 1,025,222 |  |  | (33,960 | ) |  | (184,274 | ) |  | 806,988 |
Balance, December 31, 2017 |  |  | $ | 1,067,725 |  |  | $ | (40,505 | ) |  | $ | (184,274 | ) |  | $ | 842,946 |

NOTE 6. ACCRUED LIABILITIES
Accrued liabilities consist of the following:

| March 31, |  | December 31,
(In thousands) | 2018 |  | 2017
Payroll and related expenses | $ | 59,885 |  |  | $ | 70,724 |
Interest | 45,034 |  |  | 19,858 |
Gaming liabilities | 53,138 |  |  | 55,961 |
Player loyalty program liabilities | 24,100 |  |  | 24,489 |
Advance deposits | 22,240 |  |  | 18,922 |
Outstanding chip liability | 4,570 |  |  | 4,928 |
Dividend payable | 5,635 |  |  | 5,632 |
Other accrued liabilities | 65,474 |  |  | 54,632 |
Total accrued liabilities | $ | 280,076 |  |  | $ | 255,146 |

NOTE 7. LONG-TERM DEBT
Long-term debt, net of current maturities and debt issuance costs, consists of the following:

|  |  | March 31, 2018
|  |  |  |  |  |  | Unamortized |  |
| Interest |  |  |  |  |  | Origination |  |
| Rates at |  | Outstanding |  | Unamortized |  | Fees and |  | Long-Term
(In thousands) | Mar. 31, 2018 |  | Principal |  | Discount |  | Costs |  | Debt, Net
Bank credit facility | 4.162 | % |  | $ | 1,536,251 |  |  | $ | (1,502 | ) |  | $ | (22,440 | ) |  | $ | 1,512,309 |
6.875% senior notes due 2023 | 6.875 | % |  | 750,000 |  |  | — |  |  | (9,017 | ) |  | 740,983 |
6.375% senior notes due 2026 | 6.375 | % |  | 750,000 |  |  | — |  |  | (10,542 | ) |  | 739,458 |
Other | 5.800 | % |  | 454 |  |  | — |  |  | — |  |  | 454 |
Total long-term debt |  |  | 3,036,705 |  |  | (1,502 | ) |  | (41,999 | ) |  | 2,993,204 |
Less current maturities |  |  | 23,981 |  |  | — |  |  | — |  |  | 23,981 |
Long-term debt, net |  |  | $ | 3,012,724 |  |  | $ | (1,502 | ) |  | $ | (41,999 | ) |  | $ | 2,969,223 |

16

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________

|  |  | December 31, 2017
|  |  |  |  |  |  | Unamortized |  |
| Interest |  |  |  |  |  | Origination |  |
| Rates at |  | Outstanding |  | Unamortized |  | Fees and |  | Long-Term
(In thousands) | Dec. 31, 2017 |  | Principal |  | Discount |  | Costs |  | Debt, Net
Bank credit facility | 3.882 | % |  | $ | 1,621,054 |  |  | $ | (1,556 | ) |  | $ | (23,795 | ) |  | $ | 1,595,703 |
6.875% senior notes due 2023 | 6.875 | % |  | 750,000 |  |  | — |  |  | (9,455 | ) |  | 740,545 |
6.375% senior notes due 2026 | 6.375 | % |  | 750,000 |  |  | — |  |  | (10,872 | ) |  | 739,128 |
Other | 5.800 | % |  | 504 |  |  | — |  |  | — |  |  | 504 |
Total long-term debt |  |  | 3,121,558 |  |  | (1,556 | ) |  | (44,122 | ) |  | 3,075,880 |
Less current maturities |  |  | 23,981 |  |  | — |  |  | — |  |  | 23,981 |
Long-term debt, net |  |  | $ | 3,097,577 |  |  | $ | (1,556 | ) |  | $ | (44,122 | ) |  | $ | 3,051,899 |

The outstanding principal amounts under our existing bank credit facility are comprised of the following:

| March 31, |  | December 31,
(In thousands) | 2018 |  | 2017
Revolving Credit Facility | $ | 130,000 |  |  | $ | 170,000 |
Term A Loan | 207,288 |  |  | 210,938 |
Refinancing Term B Loans | 1,162,163 |  |  | 1,170,016 |
Swing Loan | 36,800 |  |  | 70,100 |
Total outstanding principal amounts under the bank credit facility | $ | 1,536,251 |  |  | $ | 1,621,054 |

At March 31, 2018, approximately $1.5 billion was outstanding under the bank credit facility. As such, with a total revolving credit commitment of $775.0 million available under the bank credit facility, $12.8 million was allocated to support various letters of credit, $130.0 million was borrowed on the Revolving Credit Facility and $36.8 million was borrowed on the Swing Loan, leaving remaining contractual availability of $595.4 million.
Covenant Compliance
As of March 31, 2018, we believe that we were in compliance with the financial and other covenants of our debt instruments.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
Other than the additional commitment discussed in Note 3, Acquisitions and Divestitures, there have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 26, 2018.
Contingencies
Legal Matters
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.
NOTE 9. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS
Share Repurchase Program
On May 2, 2017, the Company announced that its Board of Directors had reaffirmed the Company’s existing share repurchase program, which as of March 31, 2018, had $40.3 million remaining. The Company intends to make purchases of its common stock from time to time under this program 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.
17

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
The following table provides information regarding share repurchases during the referenced periods.(1)

(In thousands, except per share data) | For the Three Months Ended March 31, 2018
Shares repurchased (2) | 559 |
Total cost, including brokerage fees | $ | 19,803 |
Average repurchase price per share (3) | $ | 35.42 |

(1) Shares repurchased reflect repurchases settled during the three months ended March 31, 2018. These amounts exclude repurchases traded but not yet settled on or before March 31, 2018.
(2) All shares repurchased have been retired and constitute authorized but unissued shares.
(3) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
Dividends
On May 2, 2017, the Company announced that its Board of Directors had authorized the reinstatement of the Company’s cash dividend program.
The dividends declared by the Board under this program and reflected in the periods presented are:

Declaration date |  | Record date |  | Payment date |  | Amount per share
December 7, 2017 |  | December 28, 2017 |  | January 15, 2018 |  | $0.05
March 2, 2018 |  | March 16, 2018 |  | April 15, 2018 |  | 0.05

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

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Gaming | $ | 172 |  |  | $ | 70 |
Food and beverage | 33 |  |  | 13 |
Room | 15 |  |  | 6 |
Selling, general and administrative | 872 |  |  | 358 |
Corporate expense | 7,835 |  |  | 2,636 |
Total share-based compensation expense | $ | 8,927 |  |  | $ | 3,083 |

Performance Shares
Our stock incentive plan provides for the issuance of Performance Share Unit ("PSU") grants which may be earned, in whole or in part, upon passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.
The PSU grants awarded in fourth quarter 2014 and 2013 vested during first quarter 2018 and 2017, respectively. Common shares were issued based on the determination by the Compensation Committee of the Board of Directors of our actual achievement of net revenue growth, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") growth and customer service scores for the three-year performance period of each grant. As provided under the provisions of our stock incentive plan, certain
18

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.
The PSU grant awarded in December 2014 resulted in a total of 486,805 shares being issued during first quarter 2018, representing approximately 1.57 shares per PSU. Of the 486,805 shares issued, a total of 149,268 were surrendered by the participants for payroll taxes, resulting in a net issuance of 337,537 shares due to the vesting of the 2014 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2017; therefore, the vesting of the PSUs did not impact compensation costs in our 2018 condensed consolidated statement of operations.
The PSU grant awarded in November 2013 resulted in a total of 268,429 shares being issued during first quarter 2017, representing approximately 0.80 shares per PSU. Of the 268,429 shares issued, a total of 94,776 were surrendered by the participants for payroll taxes, resulting in a net issuance of 173,653 shares due to the vesting of the 2013 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2016; therefore, the vesting of the PSUs did not impact compensation costs in our 2017 condensed consolidated statement of operations.
NOTE 10. FAIR VALUE MEASUREMENTS
The authoritative accounting guidance for fair value measurements 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.
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:

| March 31, 2018
(In thousands) | Balance |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 179,706 |  |  | $ | 179,706 |  |  | $ | — |  |  | $ | — |
Restricted cash | 25,794 |  |  | 25,794 |  |  | — |  |  | — |
Investment available for sale | 16,454 |  |  | — |  |  | — |  |  | 16,454 |
Liabilities |  |  |  |  |  |  |
Contingent payments | $ | 2,813 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,813 |

19

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________

| December 31, 2017
(In thousands) | Balance |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 203,104 |  |  | $ | 203,104 |  |  | $ | — |  |  | $ | — |
Restricted cash | 24,175 |  |  | 24,175 |  |  | — |  |  | — |
Investment available for sale | 17,752 |  |  | — |  |  | — |  |  | 17,752 |
Liabilities |  |  |  |  |  |  |
Contingent payments | $ | 2,887 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,887 |

Cash and Cash Equivalents and Restricted Cash
The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks at March 31, 2018 and December 31, 2017.
Investment Available for Sale
We have an investment in a single municipal bond issuance of $20.5 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 with a maturity date of June 1, 2037 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 fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2018 and December 31, 2017 is a discount rate of 11.2% and 9.6%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets. At both March 31, 2018 and December 31, 2017, $0.5 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at March 31, 2018 and December 31, 2017, $16.0 million and $17.3 million, respectively, is included in other assets on the condensed consolidated balance sheets. The discount associated with this investment of $2.9 million, at both March 31, 2018 and December 31, 2017, 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 the development of the Kansas Star Casino ("Kansas Star"), Kansas Star agreed to pay a former casino project promoter 1% of Kansas Star's EBITDA each month for a period of ten years commencing on December 20, 2011. The liability is recorded at the estimated fair value of the contingent payments using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2018 and December 31, 2017, is a discount rate of 10.8% and 9.2%, respectively. At March 31, 2018 and December 31, 2017, there was a current liability of $0.9 million and $0.8 million, respectively, related to this agreement, which is recorded in accrued liabilities on the respective condensed consolidated balance sheets, and long-term obligation at March 31, 2018 and December 31, 2017, of $1.9 million and $2.1 million, respectively, which is included in other liabilities on the respective condensed consolidated balance sheets.
20

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
The following tables summarize the changes in fair value of the Company's Level 3 assets and liabilities:

| Three Months Ended
| March 31, 2018 |  | March 31, 2017
| Assets |  | Liability |  | Assets |  | Liability
(In thousands) | Investment Available for Sale |  | Contingent Payments |  | Investment Available for Sale |  | Contingent Payments
Balance at beginning of reporting period | $ | 17,752 |  |  | $ | (2,887 | ) |  | $ | 17,259 |  |  | $ | (3,038 | )
Total gains (losses) (realized or unrealized): |  |  |  |  |  |  |
Included in interest income (expense) | 36 |  |  | (62 | ) |  | 35 |  |  | (129 | )
Included in other comprehensive income (loss) | (1,334 | ) |  | — |  |  | 571 |  |  | — |
Included in other items, net | — |  |  | (82 | ) |  | — |  |  | (391 | )
Purchases, sales, issuances and settlements: |  |  |  |  |  |  |
Settlements | — |  |  | 218 |  |  | — |  |  | 210 |
Balance at end of reporting period | $ | 16,454 |  |  | $ | (2,813 | ) |  | $ | 17,865 |  |  | $ | (3,348 | )

We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly.
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:

| March 31, 2018
(In thousands) | Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
Liabilities |  |  |  |  |  |  |
Obligation under assessment arrangements | $ | 31,232 |  |  | $ | 25,271 |  |  | $ | 30,729 |  |  | Level 3

| December 31, 2017
(In thousands) | Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
Liabilities |  |  |  |  |  |  |
Obligation under assessment arrangements | $ | 31,729 |  |  | $ | 25,602 |  |  | $ | 26,999 |  |  | Level 3

The following tables provide the fair value measurement information about our long-term debt:

| March 31, 2018
(In thousands) | Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
Bank credit facility | $ | 1,536,251 |  |  | $ | 1,512,309 |  |  | $ | 1,543,774 |  |  | Level 2
6.875% senior notes due 2023 | 750,000 |  |  | 740,983 |  |  | 791,250 |  |  | Level 1
6.375% senior notes due 2026 | 750,000 |  |  | 739,458 |  |  | 780,000 |  |  | Level 1
Other | 454 |  |  | 454 |  |  | 454 |  |  | Level 3
Total debt | $ | 3,036,705 |  |  | $ | 2,993,204 |  |  | $ | 3,115,478 |  |  |

21

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________

| December 31, 2017
(In thousands) | Outstanding Face Amount |  | Carrying Value |  | Estimated Fair Value |  | Fair Value Hierarchy
Bank credit facility | $ | 1,621,054 |  |  | $ | 1,595,703 |  |  | $ | 1,625,178 |  |  | Level 2
6.875% senior notes due 2023 | 750,000 |  |  | 740,545 |  |  | 798,750 |  |  | Level 1
6.375% senior notes due 2026 | 750,000 |  |  | 739,128 |  |  | 810,000 |  |  | Level 1
Other | 504 |  |  | 504 |  |  | 504 |  |  | Level 3
Total debt | $ | 3,121,558 |  |  | $ | 3,075,880 |  |  | $ | 3,234,432 |  |  |

The estimated fair value of our bank credit facility is based on a relative value analysis performed on or about March 31, 2018 and December 31, 2017. The estimated fair values of our Senior Notes are based on quoted market prices as of March 31, 2018 and December 31, 2017. The other debt is a fixed-rate debt that is payable in 32 semi-annual installments, beginning in 2008. It is not traded and does not have an observable market input; therefore, we have estimated its fair value to be equal to the carrying value.
There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2018 or 2017.
22

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
NOTE 11. SEGMENT INFORMATION
We aggregate certain of our properties in order to present three Reportable Segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; and (iii) Midwest and South. The table below lists the classification of each of our properties.

Las Vegas Locals |
Gold Coast Hotel and Casino | Las Vegas, Nevada
The Orleans Hotel and Casino | Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall | Las Vegas, Nevada
Suncoast Hotel and Casino | Las Vegas, Nevada
Eastside Cannery Casino and Hotel | Las Vegas, Nevada
Aliante Casino + Hotel + Spa | North Las Vegas, Nevada
Cannery Casino Hotel | North Las Vegas, Nevada
Eldorado Casino | Henderson, Nevada
Jokers Wild Casino | Henderson, Nevada
Downtown Las Vegas |
California Hotel and Casino | Las Vegas, Nevada
Fremont Hotel and Casino | Las Vegas, Nevada
Main Street Station Casino, Brewery and Hotel | Las Vegas, Nevada
Midwest and South |
Par-A-Dice Hotel Casino | East Peoria, Illinois
Blue Chip Casino, Hotel & Spa | Michigan City, Indiana
Diamond Jo Dubuque | Dubuque, Iowa
Diamond Jo Worth | Northwood, Iowa
Kansas Star Casino | Mulvane, Kansas
Amelia Belle Casino | Amelia, Louisiana
Delta Downs Racetrack Casino & Hotel | Vinton, Louisiana
Evangeline Downs Racetrack and Casino | Opelousas, Louisiana
Sam's Town Hotel and Casino | Shreveport, Louisiana
Treasure Chest Casino | Kenner, Louisiana
IP Casino Resort Spa | Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall | Tunica, Mississippi

Results of Operations - Total Reportable Segment Departmental Revenues and Adjusted EBITDA
We evaluate each of our property's profitability based upon Property Adjusted EBITDA, which represents each property's earnings before interest expense, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, and gain or loss on early retirements of debt, as applicable. Total Reportable Segment Adjusted EBITDA is the aggregate sum of the Property Adjusted EBITDA for each of the properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest and South segments. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency and captive insurance company.
23

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments:

| Three Months Ended March 31, 2018
(In thousands) | Gaming Revenue |  | Food & Beverage Revenue |  | Room Revenue |  | Other Revenue |  | Total Revenue
Revenues |  |  |  |  |  |  |  |  |
Las Vegas Locals | $ | 143,148 |  |  | $ | 38,870 |  |  | $ | 26,156 |  |  | $ | 14,001 |  |  | $ | 222,175 |
Downtown Las Vegas | 32,439 |  |  | 13,587 |  |  | 6,811 |  |  | 7,631 |  |  | 60,468 |
Midwest and South | 264,876 |  |  | 32,942 |  |  | 14,945 |  |  | 10,712 |  |  | 323,475 |
Total Revenues | $ | 440,463 |  |  | $ | 85,399 |  |  | $ | 47,912 |  |  | $ | 32,344 |  |  | $ | 606,118 |

| Three Months Ended March 31, 2017
(In thousands) | Gaming Revenue |  | Food & Beverage Revenue |  | Room Revenue |  | Other Revenue |  | Total Revenue
Revenues |  |  |  |  |  |  |  |  |
Las Vegas Locals | $ | 143,946 |  |  | $ | 38,452 |  |  | $ | 26,207 |  |  | $ | 13,636 |  |  | $ | 222,241 |
Downtown Las Vegas | 33,892 |  |  | 13,457 |  |  | 5,774 |  |  | 7,824 |  |  | 60,947 |
Midwest and South | 266,107 |  |  | 34,696 |  |  | 14,869 |  |  | 11,205 |  |  | 326,877 |
Total Revenues | $ | 443,945 |  |  | $ | 86,605 |  |  | $ | 46,850 |  |  | $ | 32,665 |  |  | $ | 610,065 |

The following table reconciles, for the periods indicated, Total Reportable Segment Adjusted EBITDA to operating income, as reported in our accompanying condensed consolidated statements of operations:

| Three Months Ended
| March 31,
(In thousands) | 2018 |  | 2017
Adjusted EBITDA |  |  |
Las Vegas Locals | $ | 71,030 |  |  | $ | 65,914 |
Downtown Las Vegas | 13,218 |  |  | 13,701 |
Midwest and South | 94,246 |  |  | 94,313 |
Total Reportable Segment Adjusted EBITDA | 178,494 |  |  | 173,928 |
Corporate expense | (18,022 | ) |  | (18,163 | )
Adjusted EBITDA | 160,472 |  |  | 155,765 |
Other operating costs and expenses |  |  |
Deferred rent | 256 |  |  | 430 |
Depreciation and amortization | 51,276 |  |  | 53,964 |
Share-based compensation expense | 8,927 |  |  | 3,083 |
Project development, preopening and writedowns | 3,440 |  |  | 2,972 |
Other operating items, net | 1,799 |  |  | 486 |
Total other operating costs and expenses | 65,698 |  |  | 60,935 |
Operating income | $ | 94,774 |  |  | $ | 94,830 |

For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, aircraft expenses and various other expenses not directly related to our casino and hotel operations.
24

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Total Reportable Segment Assets
The Company's assets by Reportable Segment consisted of the following amounts:

| March 31, |  | December 31,
(In thousands) | 2018 |  | 2017
Assets |  |  |
Las Vegas Locals | $ | 1,770,803 |  |  | $ | 1,792,119 |
Downtown Las Vegas | 171,378 |  |  | 170,574 |
Midwest and South | 2,467,103 |  |  | 2,496,957 |
Total Reportable Segment Assets | 4,409,284 |  |  | 4,459,650 |
Corporate | 220,347 |  |  | 226,280 |
Total Assets | $ | 4,629,631 |  |  | $ | 4,685,930 |

NOTE 12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.875% Notes, our 6.375% Notes and our 6.000% Notes (collectively, the "Notes") is presented below. Each of these notes is fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.
On June 25, 2018, the Company issued $700.0 million aggregate principal amount of 6.000% senior notes due 2026 (the "6.000% Notes"). The 6.000% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our current and future domestic restricted subsidiaries. With the exception of one subsidiary, the guarantors of the 6.000% Notes are the same as for our 6.375% Notes and 6.875% Notes. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.
The tables below present the condensed consolidating balance sheets as of March 31, 2018 and December 31, 2017, the condensed consolidating statements of operations for the three months ended March 31, 2018 and 2017, and the condensed consolidating statements of cash flows for the three months ended March 31, 2018 and 2017. These tables reflect the impact of the adoption of the Revenue Standard and Update 2016-18 (see Note 2, Summary of Significant Accounting Policies).
25

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Balance Sheets

| March 31, 2018
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | (2 | ) |  | $ | 176,844 |  |  | $ | — |  |  | $ | 2,864 |  |  | $ | — |  |  | $ | — |  |  | $ | 179,706 |
Restricted cash | — |  |  | 14,201 |  |  | — |  |  | 11,593 |  |  | — |  |  | — |  |  | 25,794 |
Other current assets | 75,855 |  |  | 16,146 |  |  | 234 |  |  | 2,835 |  |  | — |  |  | 1,057 |  |  | 96,127 |
Property and equipment, net | 84,327 |  |  | 2,401,519 |  |  | — |  |  | 26,867 |  |  | — |  |  | — |  |  | 2,512,713 |
Investments in subsidiaries | 5,007,912 |  |  | 5,996 |  |  | — |  |  | 1,106 |  |  | — |  |  | (5,015,014 | ) |  | — |
Intercompany receivable | — |  |  | 1,715,185 |  |  | 373,718 |  |  | — |  |  | — |  |  | (2,088,903 | ) |  | — |
Other assets, net | 15,092 |  |  | 31,465 |  |  | — |  |  | 38,193 |  |  | — |  |  | — |  |  | 84,750 |
Intangible assets, net | — |  |  | 818,258 |  |  | — |  |  | 24,059 |  |  | — |  |  | — |  |  | 842,317 |
Goodwill, net | — |  |  | 887,442 |  |  | — |  |  | 782 |  |  | — |  |  | — |  |  | 888,224 |
Total assets | $ | 5,183,184 |  |  | $ | 6,067,056 |  |  | $ | 373,952 |  |  | $ | 108,299 |  |  | $ | — |  |  | $ | (7,102,860 | ) |  | $ | 4,629,631 |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |
Current maturities of long-term debt | $ | 23,895 |  |  | $ | 86 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 23,981 |
Other current liabilities | 131,270 |  |  | 206,411 |  |  | — |  |  | 19,348 |  |  | — |  |  | 705 |  |  | 357,734 |
Intercompany payable | 1,035,428 |  |  | — |  |  | — |  |  | 1,052,846 |  |  | — |  |  | (2,088,274 | ) |  | — |
Long-term debt, net of current maturities and debt issuance costs | 2,968,854 |  |  | 369 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,969,223 |
Other long-term liabilities | (93,825 | ) |  | 264,485 |  |  | 900 |  |  | (10,429 | ) |  | — |  |  | — |  |  | 161,131 |
Total stockholders' equity (deficit) | 1,117,562 |  |  | 5,595,705 |  |  | 373,052 |  |  | (953,466 | ) |  | — |  |  | (5,015,291 | ) |  | 1,117,562 |
Total liabilities and stockholders' equity | $ | 5,183,184 |  |  | $ | 6,067,056 |  |  | $ | 373,952 |  |  | $ | 108,299 |  |  | $ | — |  |  | $ | (7,102,860 | ) |  | $ | 4,629,631 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
26

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Balance Sheets - continued

| December 31, 2017
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 347 |  |  | $ | 199,574 |  |  | $ | — |  |  | $ | 3,183 |  |  | $ | — |  |  | $ | — |  |  | $ | 203,104 |
Restricted cash | — |  |  | 14,389 |  |  | — |  |  | 9,786 |  |  | — |  |  | — |  |  | 24,175 |
Other current assets | 78,226 |  |  | 20,687 |  |  | 234 |  |  | 2,782 |  |  | — |  |  | (545 | ) |  | 101,384 |
Property and equipment, net | 88,464 |  |  | 2,424,361 |  |  | — |  |  | 26,961 |  |  | — |  |  | — |  |  | 2,539,786 |
Investments in subsidiaries | 4,913,592 |  |  | — |  |  | — |  |  | 18,097 |  |  | — |  |  | (4,931,689 | ) |  | — |
Intercompany receivable | — |  |  | 1,560,841 |  |  | 373,718 |  |  | — |  |  | — |  |  | (1,934,559 | ) |  | — |
Other assets, net | 14,725 |  |  | 33,369 |  |  | — |  |  | 38,217 |  |  | — |  |  | — |  |  | 86,311 |
Intangible assets, net | — |  |  | 818,887 |  |  | — |  |  | 24,059 |  |  | — |  |  | — |  |  | 842,946 |
Goodwill, net | — |  |  | 887,442 |  |  | — |  |  | 782 |  |  | — |  |  | — |  |  | 888,224 |
Total assets | $ | 5,095,354 |  |  | $ | 5,959,550 |  |  | $ | 373,952 |  |  | $ | 123,867 |  |  | $ | — |  |  | $ | (6,866,793 | ) |  | $ | 4,685,930 |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |
Current maturities of long-term debt | $ | 23,895 |  |  | $ | 86 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 23,981 |
Other current liabilities | 130,030 |  |  | 212,146 |  |  | — |  |  | 19,578 |  |  | — |  |  | (264 | ) |  | 361,490 |
Accumulated losses of subsidiaries in excess of investment | — |  |  | 73,130 |  |  | — |  |  | — |  |  | — |  |  | (73,130 | ) |  | — |
Intercompany payable | 888,444 |  |  | — |  |  | — |  |  | 1,046,114 |  |  | — |  |  | (1,934,558 | ) |  | — |
Long-term debt, net of current maturities and debt issuance costs | 3,051,481 |  |  | 418 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,051,899 |
Other long-term liabilities | (95,723 | ) |  | 256,584 |  |  | 900 |  |  | (10,428 | ) |  | — |  |  | — |  |  | 151,333 |
Total stockholders' equity (deficit) | 1,097,227 |  |  | 5,417,186 |  |  | 373,052 |  |  | (931,397 | ) |  | — |  |  | (4,858,841 | ) |  | 1,097,227 |
Total liabilities and stockholders' equity | $ | 5,095,354 |  |  | $ | 5,959,550 |  |  | $ | 373,952 |  |  | $ | 123,867 |  |  | $ | — |  |  | $ | (6,866,793 | ) |  | $ | 4,685,930 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
27

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations

| Three Months Ended March 31, 2018
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Total revenues | $ | 20,841 |  |  | $ | 600,962 |  |  | $ | — |  |  | $ | 10,021 |  |  | $ | — |  |  | $ | (25,706 | ) |  | $ | 606,118 |
Operating costs and expenses |  |  |  |  |  |  |  |  |  |  |  |  |
Operating | — |  |  | 303,833 |  |  | — |  |  | 9,630 |  |  | — |  |  | — |  |  | 313,463 |
Selling, general and administrative | 11 |  |  | 85,721 |  |  | — |  |  | 1,862 |  |  | — |  |  | (11 | ) |  | 87,583 |
Maintenance and utilities | — |  |  | 27,598 |  |  | — |  |  | 328 |  |  | — |  |  | — |  |  | 27,926 |
Depreciation and amortization | 3,836 |  |  | 46,530 |  |  | — |  |  | 910 |  |  | — |  |  | — |  |  | 51,276 |
Corporate expense | 25,248 |  |  | 3 |  |  | — |  |  | 606 |  |  | — |  |  | — |  |  | 25,857 |
Project development, preopening and writedowns | 1,503 |  |  | 173 |  |  | — |  |  | 1,764 |  |  | — |  |  | — |  |  | 3,440 |
Other operating items, net | — |  |  | 1,799 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,799 |
Intercompany expenses | 301 |  |  | 25,394 |  |  | — |  |  | — |  |  | — |  |  | (25,695 | ) |  | — |
Total operating costs and expenses | 30,899 |  |  | 491,051 |  |  | — |  |  | 15,100 |  |  | — |  |  | (25,706 | ) |  | 511,344 |
Equity in earnings (losses) of subsidiaries | 81,644 |  |  | (185 | ) |  | — |  |  | — |  |  | — |  |  | (81,459 | ) |  | — |
Operating income (loss) | 71,586 |  |  | 109,726 |  |  | — |  |  | (5,079 | ) |  | — |  |  | (81,459 | ) |  | 94,774 |
Other expense (income) |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net | 43,519 |  |  | 277 |  |  | — |  |  | 6 |  |  | — |  |  | — |  |  | 43,802 |
Loss on early extinguishments of debt | 61 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 61 |
Other, net | — |  |  | (364 | ) |  | — |  |  | (16 | ) |  | — |  |  | — |  |  | (380 | )
Total other expense (income), net | 43,580 |  |  | (87 | ) |  | — |  |  | (10 | ) |  | — |  |  | — |  |  | 43,483 |
Income (loss) before income taxes | 28,006 |  |  | 109,813 |  |  | — |  |  | (5,069 | ) |  | — |  |  | (81,459 | ) |  | 51,291 |
Income tax benefit (provision) | 13,393 |  |  | (24,384 | ) |  | — |  |  | 1,099 |  |  | — |  |  | — |  |  | (9,892 | )
Net income (loss) | $ | 41,399 |  |  | $ | 85,429 |  |  | $ | — |  |  | $ | (3,970 | ) |  | $ | — |  |  | $ | (81,459 | ) |  | $ | 41,399 |
Comprehensive income (loss) | $ | 40,435 |  |  | $ | 84,465 |  |  | $ | — |  |  | $ | (3,970 | ) |  | $ | — |  |  | $ | (80,495 | ) |  | $ | 40,435 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
28

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Statements of Operations - continued

| Three Months Ended March 31, 2017
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Total revenues | $ | 18,710 |  |  | $ | 604,113 |  |  | $ | — |  |  | $ | 10,805 |  |  | $ | — |  |  | $ | (23,563 | ) |  | $ | 610,065 |
Operating costs and expenses |  |  |  |  |  |  |  |  |  |  |  |  |
Operating | — |  |  | 309,430 |  |  | — |  |  | 9,573 |  |  | — |  |  | — |  |  | 319,003 |
Selling, general and administrative | 6 |  |  | 89,601 |  |  | — |  |  | 2,012 |  |  | — |  |  | (6 | ) |  | 91,613 |
Maintenance and utilities | — |  |  | 26,101 |  |  | — |  |  | 298 |  |  | — |  |  | — |  |  | 26,399 |
Depreciation and amortization | 2,682 |  |  | 50,283 |  |  | — |  |  | 999 |  |  | — |  |  | — |  |  | 53,964 |
Corporate expense | 19,864 |  |  | 364 |  |  | — |  |  | 570 |  |  | — |  |  | — |  |  | 20,798 |
Project development, preopening and writedowns | 1,255 |  |  | 841 |  |  | 38 |  |  | 838 |  |  | — |  |  | — |  |  | 2,972 |
Other operating items, net | 75 |  |  | 411 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 486 |
Intercompany expenses | 301 |  |  | 23,256 |  |  | — |  |  | — |  |  | — |  |  | (23,557 | ) |  | — |
Total operating costs and expenses | 24,183 |  |  | 500,287 |  |  | 38 |  |  | 14,290 |  |  | — |  |  | (23,563 | ) |  | 515,235 |
Equity in earnings (losses) of subsidiaries | 66,561 |  |  | (129 | ) |  | — |  |  | — |  |  | — |  |  | (66,432 | ) |  | — |
Operating income (loss) | 61,088 |  |  | 103,697 |  |  | (38 | ) |  | (3,485 | ) |  | — |  |  | (66,432 | ) |  | 94,830 |
Other expense (income) |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net | 42,839 |  |  | 369 |  |  | — |  |  | 6 |  |  | — |  |  | — |  |  | 43,214 |
Loss on early extinguishments and modifications of debt | 156 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 156 |
Other, net | — |  |  | 127 |  |  | — |  |  | (16 | ) |  | — |  |  | — |  |  | 111 |
Total other expense (income), net | 42,995 |  |  | 496 |  |  | — |  |  | (10 | ) |  | — |  |  | — |  |  | 43,481 |
Income (loss) from continuing operations before income taxes | 18,093 |  |  | 103,201 |  |  | (38 | ) |  | (3,475 | ) |  | — |  |  | (66,432 | ) |  | 51,349 |
Income tax benefit (provision) | 17,358 |  |  | (34,788 | ) |  | — |  |  | 1,157 |  |  | — |  |  | — |  |  | (16,273 | )
Income (loss) from continuing operations, net of tax | 35,451 |  |  | 68,413 |  |  | (38 | ) |  | (2,318 | ) |  | — |  |  | (66,432 | ) |  | 35,076 |
Income from discontinued operations, net of tax | — |  |  | — |  |  | 375 |  |  | — |  |  | — |  |  | — |  |  | 375 |
Net income (loss) | $ | 35,451 |  |  | $ | 68,413 |  |  | $ | 337 |  |  | $ | (2,318 | ) |  | $ | — |  |  | $ | (66,432 | ) |  | $ | 35,451 |
Comprehensive income (loss) | $ | 36,022 |  |  | $ | 68,984 |  |  | $ | 337 |  |  | $ | (2,318 | ) |  | $ | — |  |  | $ | (67,003 | ) |  | $ | 36,022 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
29

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Statements of Cash Flows

| Three Months Ended March 31, 2018
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Cash flows from operating activities |  |  |  |  |  |  |  |  |  |  |  |  |
Net cash from operating activities | $ | (19,900 | ) |  | $ | 144,168 |  |  | $ | — |  |  | $ | (5,115 | ) |  | $ | — |  |  | $ | (628 | ) |  | $ | 118,525 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | (13,097 | ) |  | (12,692 | ) |  | — |  |  | (129 | ) |  | — |  |  | — |  |  | (25,918 | )
Net activity with affiliates | — |  |  | (154,344 | ) |  | — |  |  | — |  |  | — |  |  | 154,344 |  |  | — |
Other investing activities | (500 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (500 | )
Net cash from investing activities | (13,597 | ) |  | (167,036 | ) |  | — |  |  | (129 | ) |  | — |  |  | 154,344 |  |  | (26,418 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings under bank credit facility | 179,600 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 179,600 |
Payments under bank credit facility | (264,403 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (264,403 | )
Debt financing costs, net | (9 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (9 | )
Net activity with affiliates | 146,984 |  |  | — |  |  | — |  |  | 6,732 |  |  | — |  |  | (153,716 | ) |  | — |
Share-based compensation activities, net | (3,589 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,589 | )
Shares repurchased and retired | (19,803 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (19,803 | )
Dividends paid | (5,632 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (5,632 | )
Other financing activities | — |  |  | (50 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (50 | )
Net cash from financing activities | 33,148 |  |  | (50 | ) |  | — |  |  | 6,732 |  |  | — |  |  | (153,716 | ) |  | (113,886 | )
Cash flows from discontinued operations |  |  |  |  |  |  |  |  |  |  |  |  |
Cash flows from operating activities | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash flows from investing activities | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash flows from financing activities | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net cash from discontinued operations | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net change in cash, cash equivalents and restricted cash | (349 | ) |  | (22,918 | ) |  | — |  |  | 1,488 |  |  | — |  |  | — |  |  | (21,779 | )
Cash, cash equivalents and restricted cash, beginning of period | 347 |  |  | 213,963 |  |  | — |  |  | 12,969 |  |  | — |  |  | — |  |  | 227,279 |
Cash, cash equivalents and restricted cash, end of period | $ | (2 | ) |  | $ | 191,045 |  |  | $ | — |  |  | $ | 14,457 |  |  | $ | — |  |  | $ | — |  |  | $ | 205,500 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
30

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
Condensed Consolidating Statements of Cash Flows - continued

| Three Months Ended March 31, 2017
|  |  |  |  |  |  | Non- |  | Non- |  |  |  |
|  |  |  |  |  |  | Guarantor |  | Guarantor |  |  |  |
|  |  |  |  | Subsidiary |  | Subsidiaries |  | Subsidiaries |  |  |  |
|  |  | Guarantor |  | (100% |  | (100% |  | (Not 100% |  |  |  |
(In thousands) | Parent |  | Subsidiaries |  | Owned)* |  | Owned) |  | Owned) |  | Eliminations |  | Consolidated
Cash flows from operating activities |  |  |  |  |  |  |  |  |  |  |  |  |
Net cash from operating activities | $ | 22,216 |  |  | $ | 110,202 |  |  | $ | 217 |  |  | $ | (15,757 | ) |  | $ | 254 |  |  | $ | 472 |  |  | $ | 117,604 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | (57,069 | ) |  | (22,951 | ) |  | — |  |  | (18 | ) |  | — |  |  | — |  |  | (80,038 | )
Net activity with affiliates | — |  |  | (110,461 | ) |  | (592 | ) |  | — |  |  | — |  |  | 111,053 |  |  | — |
Advances pursuant to development agreement | — |  |  | — |  |  | — |  |  | (35,108 | ) |  | — |  |  | — |  |  | (35,108 | )
Other investing activities | — |  |  | 44 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 44 |
Net cash from investing activities | (57,069 | ) |  | (133,368 | ) |  | (592 | ) |  | (35,126 | ) |  | — |  |  | 111,053 |  |  | (115,102 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings under bank credit facility | 256,700 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 256,700 |
Payments under bank credit facility | (275,063 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (275,063 | )
Debt financing costs, net | (1,889 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,889 | )
Net activity with affiliates | 59,547 |  |  | — |  |  | — |  |  | 52,232 |  |  | (254 | ) |  | (111,525 | ) |  | — |
Share-based compensation activities, net | (3,826 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,826 | )
Other financing activities | (50 | ) |  | (45 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (95 | )
Net cash from financing activities | 35,419 |  |  | (45 | ) |  | — |  |  | 52,232 |  |  | (254 | ) |  | (111,525 | ) |  | (24,173 | )
Cash flows from discontinued operations |  |  |  |  |  |  |  |  |  |  |  |  |
Cash flows from operating activities | — |  |  | — |  |  | (255 | ) |  | — |  |  | — |  |  | — |  |  | (255 | )
Cash flows from investing activities | — |  |  | — |  |  | 630 |  |  | — |  |  | — |  |  | — |  |  | 630 |
Cash flows from financing activities | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net cash from discontinued operations | — |  |  | — |  |  | 375 |  |  | — |  |  | — |  |  | — |  |  | 375 |
Net change in cash, cash equivalents and restricted cash | 566 |  |  | (23,211 | ) |  | — |  |  | 1,349 |  |  | — |  |  | — |  |  | (21,296 | )
Cash, cash equivalents and restricted cash, beginning of period | 1,212 |  |  | 199,610 |  |  | — |  |  | 9,528 |  |  | — |  |  | — |  |  | 210,350 |
Cash, cash equivalents and restricted cash, end of period | $ | 1,778 |  |  | $ | 176,399 |  |  | $ | — |  |  | $ | 10,877 |  |  | $ | — |  |  | $ | — |  |  | $ | 189,054 |

*Subsidiary is 100% owned guarantor of the 6.375% Notes and 6.875% Notes and is a 100% owned non-guarantor of the 6.000% Notes.
31

BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017
______________________________________________________________________________________________________
NOTE 13. SUBSEQUENT EVENTS
We have evaluated all events or transactions that occurred after March 31, 2018. During this period, up to the filing date, we did not identify any additional subsequent events, other than the pending acquisition disclosed in Note 3, Acquisitions and Divestitures, and the payment of a cash dividend disclosed in Note 9, Stockholders’ Equity and Stock Incentive Plans, the effects of which would require disclosure or adjustment to our financial position or results of operations.
32