BOYD GAMING CORP
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 26, 2024
BYD$78.29+0.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| 1. | Financial Statements |
Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below:
| Page No. | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 44 |
| Consolidated Balance Sheets at December 31, 2023 and 2022 | 46 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | 47 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | 48 |
| Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 | 49 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 50 |
| Notes to Consolidated Financial Statements | 52 |
| 2. | Financial Statement Schedules |
All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report.
| 3. | Exhibit List |
| Exhibit | ||
|---|---|---|
| Number | Description of Exhibit | Method of Filing |
| 2.1† | Purchase Agreement and Plan of Merger, dated as of March 28, 2022, by and among Boyd Interactive, Boyd Phoenix Acquisition, LLC, Boyd Phoenix Canada Inc., Pala Interactive, Pala Canada Holdings, LLC and Shareholder Representative Services LLC as representative of the holders of the membership interests of Pala Interactive. | Incorporated by reference to Exhibit 2.1 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. |
| 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 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. | Filed electronically herewith. |
| 4.9 | First Supplemental Indenture 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. | Filed electronically herewith. |
| 10.1 | Ninety-Nine Year Lease dated June 30, 1954, by and among Fremont Hotel, Inc., and Charles L. Ronnow and J.L. Ronnow, and Alice Elizabeth Ronnow | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.2 | Lease Agreement dated October 31, 1963, by and between Fremont Hotel, Inc. and Cora Edit Garehime | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.3 | Lease Agreement dated December 31, 1963, by and among Fremont Hotel, Inc., Bank of Nevada and Leon H. Rockwell, Jr. | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.4 | Lease Agreement dated June 7, 1971, by and among Anthony Antonacci, Margaret Fay Simon and Bank of Nevada, as Co-Trustees under Peter Albert Simon's Last Will and Testament, and related Assignment of Lease dated February 25, 1985 to Sam-Will, Inc. and Fremont Hotel, Inc. | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.5 | Lease Agreement dated July 25, 1973, by and between CH&C and William Peccole, as Trustee of the Peter Peccole 1970 Trust | Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995. |
| Exhibit | ||
|---|---|---|
| Number | Description of Exhibit | Method of Filing |
| 10.6 | Lease Agreement dated July 1, 1974, by and among Fremont Hotel, Inc. and Bank of Nevada, Leon H. Rockwell, Jr. and Margorie Rockwell Riley | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.7 | Ninety-Nine Year Lease, dated December 1, 1978, by and between Matthew Paratore, and George W. Morgan and LaRue Morgan, and related Lease Assignment dated November 10, 1987, to Sam-Will, Inc., d.b.a. Fremont Hotel and Casino | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.8 | Form of Indemnification Agreement | Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 33-64006, which was declared effective on October 15, 1993. |
| 10.9 | 401(k) Profit Sharing Plan and Trust | Incorporated by reference to the Registration Statement on Form S-1, File No. 33-51672, of California Hotel and Casino and California Hotel Finance Corporation, which was declared effective on November 18, 1992. |
| 10.10* | 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. |
| 10.11* | 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. |
| 10.12* | Form of Stock Option Award Agreement pursuant to the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. |
| 10.13* | Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. |
| 10.14* | 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. |
| 10.15* | 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. |
| 10.16* | 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. |
| 10.17* | 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. |
| 10.18* | 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. |
| 10.19* | 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. |
| 10.20* | 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. |
| Exhibit | ||
|---|---|---|
| Number | Description of Exhibit | Method of Filing |
| 10.21* | 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. |
| 10.22* | 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. |
| 10.23* | 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. |
| 10.24* | 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. |
| 10.25* | Form of Stock Option Award Agreement Under the Registrant's Directors' Non-Qualified Stock Option Plan | Incorporated by reference to Exhibit 10.48 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. |
| 10.26* | Amendment Number 5 to the Amended and Restated Deferred Compensation Plan | Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005. |
| 10.27* | Amended and Restated 2000 Executive Management Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006. |
| 10.28* | Change in Control Severance Plan for Tier I, II and III Executives | Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006. |
| 10.29 | Offer to Purchase Real Estate, Acceptance and Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society | Incorporated by reference to Exhibit 10.1 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. |
| 10.30 | Closing Agreement, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society | Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. |
| 10.31 | Real Estate Ground Lease, dated September 27, 2006, between Diamond Jo, LLC and Dubuque County Historical Society | Incorporated by reference to Exhibit 10.3 of Peninsula Gaming, LLC's Quarterly Report on Form 10-Q filed November 14, 2006. |
| 10.32 | Minimum Assessment Agreement, dated October 1, 2007, among Diamond Jo, LLC, the City of Dubuque, Iowa and the City Assessor of the City of Dubuque, Iowa | Incorporated by reference to Exhibit 10.63 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008. |
| 10.33 | Amended and Restated Port of Dubuque Public Parking Facility Development Agreement, dated October 1, 2007, between the City of Dubuque, Iowa and Diamond Jo, LLC | Incorporated by reference to Exhibit 10.65 of Peninsula Gaming, LLC's Annual Report on Form 10-K filed March 28, 2008. |
| 10.34 | Lottery Gaming Facility Management Contract, dated October 19, 2010 | Incorporated by reference to Exhibit 10.2 of Peninsula Gaming, LLC's Current Report on Form 8-K filed February 4, 2011. |
| 10.35* | 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. |
| Exhibit | ||
|---|---|---|
| Number | Description of Exhibit | Method of Filing |
| 10.36† | Real Estate Ground Lease, dated September 22, 2006, as Amended between NP Land LLC and Nevada Palace, LLC | Incorporated by reference to Exhibit 10.40 of the Registrant's Current Report on Form 10-K filed with the SEC on February 21, 2017. |
| 10.37 | 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. |
| 10.38 | 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. |
| 10.39* | 2020 Stock Incentive Plan | Incorporated by reference from the Registrant’s Form S-8 filed September 29, 2020. |
| 10.40 | 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. |
| 10.41 | Insider Trading Policy | Filed electronically herewith. |
| 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 | Filed electronically herewith. |
| 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, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; 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. |
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| * | Management contracts or compensatory plans or arrangements. |
|---|---|
| † | Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.