Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below:
| Page No. |
|---|
| Report of Independent Registered Public Accounting Firm | 43 |
|---|
| Consolidated Balance Sheets at December 31, 2024 and 2023 | 45 |
|---|
| Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | 46 |
|---|
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 | 47 |
|---|
| Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024, 2023 and 2022 | 48 |
|---|
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | 49 |
|---|
| Notes to Consolidated Financial Statements | 51 |
|---|
| 2. | Financial Statement Schedules |
All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report.
| Exhibit |
|---|
| Number | Description of Exhibit | Method of Filing |
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant. | Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. |
| 3.2 | Amended and Restated By-Laws of Boyd Gaming Corporation, effective February 13, 2020. | Incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020. |
| 4.1 | Form of Indenture relating to senior debt securities | Incorporated by reference to Exhibit 4.1 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015. |
| 4.2 | Form of Indenture relating to subordinated debt securities | Incorporated by reference to Exhibit 4.2 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015. |
| Exhibit |
|---|
| Number | Description of Exhibit | Method of Filing |
| 4.3 | Indenture governing the Company's 4.750% Senior Notes due 2027, dated December 3, 2019, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. | Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed December 3, 2019. |
| 4.4 | Form of 4.750% Senior Note due 2027. | Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed December 3, 2019. |
| 4.5 | Description of Registrant's Securities | Incorporated by reference to Exhibit 4.19 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020. |
| 4.6 | Indenture governing the Company's 4.750% Senior Notes due 2031, dated June 8, 2021, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. | Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed June 8, 2021. |
| 4.7 | Form of 4.750% Senior Note due 2031. | Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed June 8, 2021. |
| 4.8 | First Supplemental Indenture governing the Company's 4.750% Senior Notes due 2027, dated December 29, 2023, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee. | Incorporated by reference to Exhibit 4.8 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024. |
| 4.9 | First Supplemental Indenture governing the Company's 4.750% Senior Notes due 2031, dated December 29, 2023, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee. | Incorporated by reference to Exhibit 4.8 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024. |
| Exhibit |
|---|
| Number | Description of Exhibit | Method of Filing |
| 10.1 | Form of Indemnification Agreement | Filed electronically herewith |
| 10.2* | Annual Incentive Plan | Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002. |
| 10.3* | The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees | Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. |
| 10.4* | Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. |
| 10.5* | Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008) | Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008. |
| 10.6* | Amended and Restated 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. |
| 10.7* | Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors | Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. |
| 10.8* | Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans | Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006. |
| 10.9* | Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006. |
| 10.10* | Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. |
| 10.11* | Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011. |
| 10.12* | Amendment Number 1 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. |
|---|
| 10.13* | Amendment Number 2 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. |
|---|
| 10.14* | Amendment Number 3 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. |
|---|
| 10.15* | Amendment Number 4 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. |
|---|
| 10.16* | Amendment Number 5 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005. |
|---|
| 10.17* | Amended and Restated 2000 Executive Management Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. |
|---|
| 10.18* | Change in Control Severance Plan for Tier I, II and III Executives | Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006. |
|---|
| Exhibit |
|---|
| Number | Description of Exhibit | Method of Filing |
| 10.19* | 2012 Stock Incentive Plan (As amended and restated effective May 17, 2012) (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012). | Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012. |
| 10.20 | Master Lease, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC. | Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed October 18, 2018. |
| 10.21 | Master Lease, dated October 15, 2018, by and between Boyd (Ohio) PropCo, LLC and PNK (Ohio), LLC | Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 6, 2020. |
| 10.22* | 2020 Stock Incentive Plan | Incorporated by reference from the Registrant’s Form S-8 filed September 29, 2020. |
| 10.23 | Credit Agreement, dated as of March 2, 2022, among the Company, the Guarantors, Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association as swingline lender, and certain other financial institutions party thereto as lenders. | Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022. |
| 19 | Insider Trading Policy | Incorporated by reference to Exhibit 10.41 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024. |
| 21.1 | Subsidiaries of the Registrant. | Filed electronically herewith. |
| 22 | List of Guarantor Subsidiaries of Boyd Gaming Corporation | Filed electronically herewith. |
| 23.1 | Consent of Deloitte & Touche LLP. | Filed electronically herewith. |
| 24 | Power of Attorney (included in Part IV to this Annual Report on Form 10-K). | Filed electronically herewith. |
| 31.1 | Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a). | Filed electronically herewith. |
| 31.2 | Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a). | Filed electronically herewith. |
| 32.1 | Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350. | Furnished electronically herewith. |
| 32.2 | Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350. | Furnished electronically herewith. |
| 97.1* | Compensation Recoupment Policy | Incorporated by reference to Exhibit 10.41 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024. |
| 99.1 | Governmental Gaming Regulations | Filed electronically herewith. |
| Exhibit |
|---|
| Number | Description of Exhibit | Method of Filing |
| 101 | The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2024, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Consolidated Financial Statements. | Filed electronically herewith. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed electronically herewith. |
________________________________
| * | Management contracts or compensatory plans or arrangements. |
|---|
