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What changed in PENN Entertainment, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of PENN Entertainment, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+459 added−484 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-22)

Top changes in PENN Entertainment, Inc.'s 2024 10-K

459 paragraphs added · 484 removed · 373 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

79 edited+23 added−19 removed25 unchanged
Biggest changeThe Jackpot Properties collectively feature two hotels, several dining options, a 4,000 seat amphitheater, a showroom, a live entertainment lounge, a sportsbook for live sports betting, and meeting and event facilities. M Resort Spa Casino , located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated at the southeast corner of Las Vegas Boulevard and St.
Biggest changeM Resort Spa Casino , located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated at the southeast corner of Las Vegas Boulevard and St. Rose Parkway. The resort features slot machines, table games, and a sportsbook for live sports betting, as well as a hotel and a variety of dining and bar options.
Under triple net leases, in addition to lease payments for the real estate assets, the Company is required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Under our Triple Net Leases, in addition to lease payments for the real estate assets, the Company is required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
On February 17, 2023, we completed the acquisition of all of the outstanding shares of common stock of Barstool not already owned by us for a cash consideration of approximately $315.3 million and the issuance of 2,442,809 shares of our common stock to certain former stockholders of Barstool.
On February 17, 2023, we completed the acquisition of all of the outstanding shares of common stock of Barstool not already owned by us for cash consideration of approximately $315.3 million and the issuance of 2,442,809 shares of our common stock to certain former stockholders of Barstool.
S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”).
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”).
Interactive includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc.
The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc.
Hollywood Casino at The Meadows is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania. In addition to gaming amenities, the property offers a sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a five-eighths mile harness racetrack and a bowling alley.
Hollywood Casino at The Meadows is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania. In addition to gaming amenities, the property offers an ESPN BET sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a five-eighths mile harness racetrack and a bowling alley.
Sam Houston Race Park, which is located 15 miles northwest from downtown Houston, Texas along Beltway 8, hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties, and meetings throughout the year. Valley Race Park is a 91,000 square foot property that previously conducted greyhound racing and simulcasting.
Sam Houston Race Park, which is located 15 miles northwest from downtown Houston, Texas along Beltway 8, hosts thoroughbred racing and offers daily simulcast operations, as well as hosts various special events, private parties, and meetings throughout the year. Valley Race Park is a 91,000 square foot property that previously conducted greyhound racing and simulcasting.
(2) Property offers a sportsbook for live sports betting. (3) Property transferred to 2023 Master Lease (as defined in Note 12, “Leases,” in the notes to our Consolidated Financial Statements), effective January 1, 2023. (4) Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility.
(2) Property offers a sportsbook for live sports betting. (3) Property transferred to 2023 Master Lease (as defined in Note 11, “Leases,” in the notes to our Consolidated Financial Statements), effective January 1, 2023. (4) Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility.
Hollywood Casino Toledo is a Hollywood-themed casino, located on the bank of the Maumee River in Toledo, Ohio. The property features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.
Hollywood Casino Toledo is a Hollywood-themed casino, located on the bank of the Maumee River in Toledo, Ohio. The property features slot machines, table games, poker tables, and an ESPN BET sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.
The property also includes a sportsbook for live sports betting, various restaurants, and bars amongst other amenities. Marquee by PENN is our licensed VGT route operator with a network of 28 truck stop establishments in Pennsylvania. Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts.
The property also includes an ESPN BET sportsbook for live sports betting, various restaurants, and bars amongst other amenities. Marquee by PENN is our licensed VGT route operator with a network of 28 truck stop establishments in Pennsylvania. Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts.
The property features a 12-story hotel, slots, table games, poker, a sportsbook for live sports betting, a variety of dining choices, and 13,000 square feet of meeting and event space. L’Auberge Lake Charles offers one of the closest full-scale casino hotel facilities to Houston, Texas, as well as to the Austin, Texas and San Antonio, Texas metropolitan areas.
The property features a 12-story hotel, slots, table games, poker, an ESPN BET sportsbook for live sports betting, a variety of dining choices, and 13,000 square feet of meeting and event space. L’Auberge Lake Charles offers one of the closest full-scale casino hotel facilities to Houston, Texas, as well as to the Austin, Texas and San Antonio, Texas metropolitan areas.
As of August 8, 2023, we have a licensing agreement with ESPN, Inc. to use the “ESPN BET™” and related trademarks in connection with the operations of our online sports betting products within the United States. Competition The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
As of August 8, 2023, we have a licensing agreement with ESPN, Inc. to use the “ESPN BET” and related trademarks in connection with the operations of our online sports betting products within the United States. Competition The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
The location is approximately 140 miles from Houston and approximately 300 miles and 335 miles from Austin and San Antonio, respectively. In addition to gaming amenities and a sportsbook for live sports betting, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.
The location is approximately 140 miles from Houston and approximately 300 miles and 335 miles from Austin and San Antonio, respectively. In addition to gaming amenities and an ESPN BET sportsbook for live sports betting, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.
(“Barstool” or “Barstool Sports”) subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 6, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements).
(“Barstool” or “Barstool Sports”) subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements ).
On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the PENN Master Lease (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
Hollywood Casino Lawrenceburg is a Hollywood-themed casino riverboat located along the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati, Ohio. In addition to slot machines, table games, and poker tables, the riverboat features a sportsbook for live sports betting, as well as a variety of dining options.
Hollywood Casino Lawrenceburg is a Hollywood-themed casino riverboat located along the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati, Ohio. In addition to slot machines, table games, and poker tables, the riverboat features an ESPN BET sportsbook for live sports betting, as well as a variety of dining options.
Hollywood Casino Perryville is a Hollywood-themed casino located near the Susquehanna River in Perryville, Maryland, approximately 45 miles east of Baltimore, Maryland. It features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as a variety of dining options.
Hollywood Casino Perryville is a Hollywood-themed casino located near the Susquehanna River in Perryville, Maryland, approximately 45 miles east of Baltimore, Maryland. It features slot machines, table games, poker tables, and an ESPN BET sportsbook for live sports betting, as well as a variety of dining options.
The property features an outdoor gaming and entertainment area, a sportsbook for live sports betting, slot machines, table games, and multiple food and beverage outlets. Hollywood Casino at PENN National Race Course is located 15 miles northeast of Harrisburg, Pennsylvania.
The property features an outdoor gaming and entertainment area, an ESPN BET sportsbook for live sports betting, slot machines, table games, and multiple food and beverage outlets. Hollywood Casino at PENN National Race Course is located 15 miles northeast of Harrisburg, Pennsylvania.
In addition to gaming amenities, the property features a full-service hotel, a sportsbook for live sports betting, a fitness center, dining venues, and a lounge. Hollywood Casino Bangor is located less than five miles from the Bangor airport in Maine.
In addition to gaming amenities, the property features a full-service hotel, an ESPN BET sportsbook for live sports betting, a fitness center, dining venues, and a lounge. Hollywood Casino Bangor is located less than five miles from the Bangor airport in Maine.
This gaming facility also includes a variety of dining and entertainment options, as well as a sportsbook for live sports betting and a viewing area for live racing. The property includes a one-mile all-weather lighted thoroughbred racetrack and a seven-eighths mile turf track.
This gaming facility also includes a variety of dining and entertainment options, as well as an ESPN BET sportsbook for live sports betting and a viewing area for live racing. The property includes a one-mile all-weather lighted thoroughbred racetrack and a seven-eighths mile turf track.
Hollywood Casino York is a casino located within the York Galleria Mall, approximately an hour drive north of Baltimore, Maryland. It features slot machines, table games, and a sportsbook for live sports betting, as well as casual dining options. Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio.
Hollywood Casino York is a casino located within the York Galleria Mall, approximately an hour drive north of Baltimore, Maryland. It features slot machines, table games, and an ESPN BET sportsbook for live sports betting, as well as casual dining options. 3 Table of Contents Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio.
(Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”).
(Nasdaq: GLPI) (“GLPI”), a real estate investment 7 Table of Contents trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”).
In addition to slot machines, table games, poker tables, and a sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.
In addition to slot machines, table games, and an ESPN BET sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.
Under this strategic relationship, Barstool exclusively promoted the Company’s sports betting and iCasino products, including the Barstool Sportsbook website and mobile application, as well as our retail gaming and racing properties to its national audience, and granted us the sole right to utilize the Barstool brand for all of our online and retail sports betting and iCasino products.
Under this strategic relationship, Barstool exclusively promoted the Company’s sports betting and iCasino products, including the Barstool Sportsbook website and app, as well as our retail gaming and racing properties, to its national audience and granted us the sole right to utilize the Barstool brand for our online and retail sports betting and iCasino products.
Louis Maryland Heights, MO AR PENN Master Lease Dockside gaming 120,000 1,546 45 502 Prairie State Gaming (6) Illinois N/A Land-based gaming N/A 2,338 — — River City Casino St.
Louis Maryland Heights, MO AR PENN Master Lease Dockside gaming 120,000 1,544 45 502 Prairie State Gaming (6) Illinois N/A Land-based gaming N/A 2,378 — — River City Casino St.
See Note 18, “Segment Information” and Note 12, “Leases” in the notes to our Consolidated Financial Statements for further segment and lease structure information, respectively. Retail Operations As of December 31, 2023, we owned, managed, or had ownership interests in 43 gaming and racing properties in 20 states.
See Note 17, “Segment Information” and Note 11, “Leases” in the notes to our Consolidated Financial Statements for further segment and lease structure information, respectively. Retail Operations As of December 31, 2024, we owned, managed, or had ownership interests in 43 gaming and racing properties in 20 states.
The property offers a sportsbook for live sports betting, a variety of dining options from a high-end steakhouse to casual dining restaurants, and 1,500 square feet of meeting and conference space. Boomtown New Orleans is located in the West Bank area across the Mississippi River, approximately 15 minutes from the French Quarter of New Orleans, Louisiana.
The property offers a sportsbook for live sports betting, a variety of dining options, and 1,500 square feet of meeting and conference space. Boomtown New Orleans is located in the West Bank area across the Mississippi River, approximately 15 minutes from the French Quarter of New Orleans, Louisiana.
It features video lottery terminals, a five-eighths mile standardbred racetrack, a sportsbook for live sports betting, as well as various restaurants and bars, amongst other amenities. 3 Table of Contents Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed casino and raceway located in Youngstown, Ohio featuring video lottery terminals and a one-mile thoroughbred racetrack.
It features video lottery terminals, a five-eighths mile standardbred racetrack, an ESPN BET sportsbook for live sports betting, as well as various restaurants and bars, amongst other amenities. Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed casino and raceway located in Youngstown, Ohio featuring video lottery terminals and a one-mile thoroughbred racetrack.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size, and other gaming options, such as state and province-sponsored internet lotteries, sweepstakes (including sweepstakes-based online sports betting and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, event contracts related to sports or other outcomes, such as government elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
ITEM 1. BUSINESS Overview PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.
ITEM 1. BUSINESS Overview PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.
Patent and Trademark Office (“USPTO”), the Canadian Intellectual Property Office (“CIPO”), and/or other intellectual property organizations in the European Union, the United Kingdom, and other countries around the world, including but not limited to, “Ameristar ® ,” “Argosy ® ,” “Boomtown ® ,” “Hollywood Casino ® ,” “Hollywood Gaming ® ,” “L’Auberge ® ,” “M Resort ® ,” and “PENN Play TM ” among other trademarks.
Patent and Trademark Office (“USPTO”), the Canadian Intellectual Property Office (“CIPO”), and/or other intellectual property organizations in the European Union, the United Kingdom, and other countries around the world, including but not limited to, “Ameristar ® ,” “Argosy ® ,” “Boomtown ® ,” “Hollywood Casino ® ,” “Hollywood Gaming ® ,” “L’Auberge ® ,” “M Resort ® ,” “PENN Entertainment ® ,” and “PENN Play.” theScore’s registered trademarks and service marks include “theScore ® ,” “theScore Bet ® ,” and “theScore esports ® ”, among others.
As of December 31, 2023 , in addition to the Master Leases, three individual gaming facilities used in our operations are subject to individual triple net leases.
As of December 31, 2024 , in addition to the Master Leases, three individual gaming facilities used in our operations are subject to individual triple net leases (together with the Master Leases, the “Triple Net Leases”).
On November 14, 2023, the Barstool Sportsbook brand was discontinued with PENN Interactive re-launching its U.S. online sportsbook product as ESPN BET and its U.S. iCasino product as Hollywood Casino.
Previously, PENN Interactive’s online gaming business included Barstool Sportsbook & Casino (“Barstool Sportsbook”), an online sportsbook and casino. On November 14, 2023, the Barstool Sportsbook brand was discontinued with PENN Interactive re-launching its U.S. online sportsbook product as ESPN BET and its U.S. iCasino product as Hollywood Casino.
Operating Properties The table below summarizes certain features of the properties owned, operated, or managed by us as of December 31, 2023, by reportable segment (all area and capacity metrics are approximate): Location Real Estate Assets Lease or Ownership Structure Type of Facility Gaming Square Footage Gaming Machines Table Games (1) Hotel Rooms Northeast segment Ameristar East Chicago (2) East Chicago, IN Pinnacle Master Lease Dockside gaming 64,000 1,101 43 288 Hollywood Casino Bangor Bangor, ME AR PENN Master Lease Land-based gaming/racing 31,750 666 14 152 Hollywood Casino at Charles Town Races (2) Charles Town, WV AR PENN Master Lease Land-based gaming/racing 115,000 1,913 64 153 Hollywood Casino Columbus (2)(3) Columbus, OH 2023 Master Lease Land-based gaming 180,500 1,676 20 — Hollywood Casino at Greektown (2) Detroit, MI Greektown Lease Land-based gaming 100,000 2,162 63 400 Hollywood Casino Lawrenceburg (2)(4) Lawrenceburg, IN AR PENN Master Lease Dockside gaming 149,500 1,295 47 463 Hollywood Casino Morgantown (2)(5) Morgantown, PA Morgantown Lease Land-based gaming 81,000 717 26 — Hollywood Casino at PENN National Race Course (2) Grantville, PA AR PENN Master Lease Land-based gaming/racing 94,371 1,750 54 — Hollywood Casino Perryville (2)(3) Perryville, MD 2023 Master Lease Land-based gaming 34,500 754 17 — Hollywood Casino at The Meadows (2)(3) Washington, PA 2023 Master Lease Land-based gaming/racing 125,000 1,962 91 — Hollywood Casino Toledo (2)(3) Toledo, OH 2023 Master Lease Land-based gaming 135,000 1,760 46 — Hollywood Casino York (2) York, PA Operating Lease (not with REIT Landlord) Land-based gaming 80,000 608 33 — Hollywood Gaming at Dayton Raceway (2) Dayton, OH AR PENN Master Lease Land-based gaming/racing 40,700 1,033 — — 1 Table of Contents Hollywood Gaming at Mahoning Valley Race Course (2) Youngstown, OH AR PENN Master Lease Land-based gaming/racing 54,000 1,032 — — Marquee by PENN (6) Pennsylvania N/A Land-based gaming N/A 150 — — Plainridge Park Casino (2) Plainville, MA Pinnacle Master Lease Land-based gaming/racing 50,225 934 — — South segment 1 st Jackpot Casino (2) Tunica, MS AR PENN Master Lease Dockside gaming 46,535 687 9 — Ameristar Vicksburg (2) Vicksburg, MS Pinnacle Master Lease Dockside gaming 70,926 937 25 148 Boomtown Biloxi (2) Biloxi, MS AR PENN Master Lease Dockside gaming 34,500 562 22 — Boomtown Bossier City (2) Bossier City, LA Pinnacle Master Lease Dockside gaming 30,000 644 12 187 Boomtown New Orleans (2) New Orleans, LA Pinnacle Master Lease Dockside gaming 30,000 803 26 150 Hollywood Casino Gulf Coast (2) Bay St.
Operating Properties The table below summarizes certain features of the properties owned, operated, or managed by us as of December 31, 2024, by reportable segment (all area and capacity metrics are approximate): Location Real Estate Assets Lease or Ownership Structure Type of Facility Gaming Square Footage Gaming Machines Table Games (1) Hotel Rooms Northeast segment Ameristar East Chicago (2) East Chicago, IN Pinnacle Master Lease Dockside gaming 55,700 965 36 288 Hollywood Casino Bangor Bangor, ME AR PENN Master Lease Land-based gaming/racing 31,750 661 15 152 Hollywood Casino at Charles Town Races (2) Charles Town, WV AR PENN Master Lease Land-based gaming/racing 115,000 1,731 61 153 Hollywood Casino Columbus (2)(3) Columbus, OH 2023 Master Lease Land-based gaming 180,500 1,676 61 — Hollywood Casino at Greektown (2) Detroit, MI Greektown Lease Land-based gaming 100,000 2,027 56 400 Hollywood Casino Lawrenceburg (2)(4) Lawrenceburg, IN AR PENN Master Lease Dockside gaming 149,500 1,238 43 463 Hollywood Casino Morgantown (2)(5) Morgantown, PA Morgantown Lease Land-based gaming 81,000 707 23 — Hollywood Casino at PENN National Race Course (2) Grantville, PA AR PENN Master Lease Land-based gaming/racing 94,371 1,566 42 — Hollywood Casino Perryville (2)(3) Perryville, MD 2023 Master Lease Land-based gaming 34,500 726 17 — Hollywood Casino at The Meadows (2)(3) Washington, PA 2023 Master Lease Land-based gaming/racing 125,000 1,962 93 — Hollywood Casino Toledo (2)(3) Toledo, OH 2023 Master Lease Land-based gaming 135,000 1,760 46 — 1 Table of Contents Hollywood Casino York (2) York, PA Operating Lease (not with REIT Landlord) Land-based gaming 32,581 715 27 — Hollywood Gaming at Dayton Raceway (2) Dayton, OH AR PENN Master Lease Land-based gaming/racing 40,700 1,057 — — Hollywood Gaming at Mahoning Valley Race Course (2) Youngstown, OH AR PENN Master Lease Land-based gaming/racing 54,000 1,051 — — Marquee by PENN (6) Pennsylvania N/A Land-based gaming N/A 155 — — Plainridge Park Casino (2) Plainville, MA Pinnacle Master Lease Land-based gaming/racing 50,225 976 — — South segment 1 st Jackpot Casino (2) Tunica, MS AR PENN Master Lease Dockside gaming 46,535 644 9 — Ameristar Vicksburg (2) Vicksburg, MS Pinnacle Master Lease Dockside gaming 70,926 922 17 148 Boomtown Biloxi (2) Biloxi, MS AR PENN Master Lease Dockside gaming 34,500 591 23 — Boomtown Bossier City (2) Bossier City, LA Pinnacle Master Lease Dockside gaming 20,000 604 12 187 Boomtown New Orleans (2) New Orleans, LA Pinnacle Master Lease Dockside gaming 30,000 745 26 150 Hollywood Casino Gulf Coast (2) Bay St.
Louis, MO Pinnacle Master Lease Dockside gaming 90,000 1,620 44 200 Other Freehold Raceway (10) Freehold, NJ Owned - joint venture Standardbred racing — — — — Retama Park Racetrack (11) Selma, TX None - Managed Thoroughbred racing — — — — Sam Houston Race Park Houston, TX Owned Thoroughbred racing — — — — Sanford-Orlando Kennel Club (12) Longwood, FL Owned Simulcasting/restaurant — — — — Valley Race Park (13) Harlingen, TX Owned Greyhound racing — — — — 2,546,207 42,794 1,172 7,321 (1) Excludes poker tables.
Louis, MO Pinnacle Master Lease Dockside gaming 90,000 1,588 43 200 Other Freehold Raceway (10) Freehold, NJ Owned - joint venture Standardbred racing — — — — Retama Park Racetrack (11) Selma, TX None - Managed Simulcasting/quarter horse racing — — — — Sam Houston Race Park Houston, TX Owned Simulcasting/thoroughbred racing — — — — Sanford-Orlando Kennel Club Longwood, FL Owned Simulcasting/restaurant — — — — Valley Race Park (12) Harlingen, TX Owned Greyhound racing — — — — 2,482,088 41,725 1,166 7,321 (1) Excludes poker tables.
Argosy Casino Alton is a three-deck riverboat featuring slot machines, table games, and a sportsbook for live betting. Argosy Casino Alton includes an entertainment pavilion and features a deli, a sportsbook viewing lounge and a 475-seat main showroom. Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City.
Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St. Louis, Missouri. Argosy Casino Alton is a three-deck riverboat featuring slot machines, table games, and a sportsbook for live betting. Argosy Casino Alton includes an entertainment pavilion and features a deli, a sportsbook viewing lounge and a 475-seat main showroom.
Louis, MS AR PENN Master Lease Land-based gaming 51,000 766 28 291 Hollywood Casino Tunica (2) Tunica, MS AR PENN Master Lease Dockside gaming 54,000 781 10 494 L’Auberge Baton Rouge (2) Baton Rouge, LA Pinnacle Master Lease Dockside gaming 71,500 962 54 205 L’Auberge Lake Charles (2) Lake Charles, LA Pinnacle Master Lease Dockside gaming 71,200 1,250 85 995 Margaritaville Resort Casino (2) Bossier City, LA Margaritaville Lease Dockside gaming 30,000 956 50 395 West segment Ameristar Black Hawk (2) Black Hawk, CO Pinnacle Master Lease Land-based gaming 56,000 883 39 536 Cactus Petes and Horseshu (2) Jackpot, NV Pinnacle Master Lease Land-based gaming 29,000 642 14 416 M Resort Spa Casino (2)(3) Henderson, NV 2023 Master Lease Land-based gaming 96,000 959 37 390 Zia Park Casino Hobbs, NM AR PENN Master Lease Land-based gaming/racing 18,000 713 — 154 Midwest segment Ameristar Council Bluffs (2)(7) Council Bluffs, IA Pinnacle Master Lease Dockside gaming 35,000 1,295 20 444 Argosy Casino Alton (2)(8) Alton, IL AR PENN Master Lease Dockside gaming 23,000 503 9 — Argosy Casino Riverside Riverside, MO AR PENN Master Lease Dockside gaming 56,000 1,098 37 258 Hollywood Casino Aurora (2)(3) Aurora, IL 2023 Master Lease Dockside gaming 53,000 831 27 — Hollywood Casino Joliet (2)(3) Joliet, IL 2023 Master Lease Dockside gaming 50,000 952 26 100 Hollywood Casino at Kansas Speedway (2)(9) Kansas City, KS Owned - joint venture Land-based gaming 95,000 1,553 35 — Hollywood Casino St.
Louis, MS AR PENN Master Lease Land-based gaming 51,000 773 28 291 Hollywood Casino Tunica (2) Tunica, MS AR PENN Master Lease Dockside gaming 54,000 768 10 494 L’Auberge Baton Rouge (2) Baton Rouge, LA Pinnacle Master Lease Dockside gaming 71,500 947 56 205 L’Auberge Lake Charles (2) Lake Charles, LA Pinnacle Master Lease Dockside gaming 71,200 1,100 85 995 Margaritaville Resort Casino (2) Bossier City, LA Margaritaville Lease Dockside gaming 30,000 956 50 395 West segment Ameristar Black Hawk (2) Black Hawk, CO Pinnacle Master Lease Land-based gaming 56,000 858 40 536 Cactus Petes and Horseshu (2) Jackpot, NV Pinnacle Master Lease Land-based gaming 30,600 560 14 416 M Resort Spa Casino (2)(3) Henderson, NV 2023 Master Lease Land-based gaming 96,000 929 37 390 Zia Park Casino Hobbs, NM AR PENN Master Lease Land-based gaming/racing 18,000 723 — 154 Midwest segment Ameristar Council Bluffs (2)(7) Council Bluffs, IA Pinnacle Master Lease Dockside gaming 35,000 1,249 21 444 Argosy Casino Alton (2)(8) Alton, IL AR PENN Master Lease Dockside gaming 23,000 504 9 — Argosy Casino Riverside Riverside, MO AR PENN Master Lease Dockside gaming 56,000 1,079 37 258 Hollywood Casino Aurora (2)(3) Aurora, IL 2023 Master Lease Dockside gaming 53,000 836 27 — Hollywood Casino Joliet (2)(3) Joliet, IL 2023 Master Lease Dockside gaming 50,000 924 25 100 Hollywood Casino at Kansas Speedway (2)(9) Kansas City, KS Owned - joint venture Land-based gaming 95,000 1,530 32 — Hollywood Casino St.
(13) In March 2020 Valley Race Park closed due to COVID-19 and remains non-operational. 2 Table of Contents Northeast Segment Ameristar East Chicago is located less than 25 miles from downtown Chicago, Illinois and offers guests a gaming and entertainment experience in the Chicago metropolitan area.
(11) Pursuant to a management contract with Retama Development Corporation. (12) In March 2020, Valley Race Park closed due to COVID-19 and remains non-operational. Northeast Segment Ameristar East Chicago is located less than 25 miles from downtown Chicago, Illinois and offers guests a gaming and entertainment experience in the Chicago metropolitan area.
This highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by our market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio.
PENN’s focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios).
This single-level dockside casino offers guests gaming amenities, including a poker room and a sportsbook for live sports betting, and features multiple dining and bar options. Hollywood Casino Joliet is located on the Des Plaines River in Joliet, Illinois, approximately 40 miles southwest of Chicago.
Hollywood Casino Aurora is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago. This single-level dockside casino offers guests gaming amenities, including a poker room and a sportsbook for live sports betting, and features multiple dining and bar options.
The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
In addition to gaming amenities, this Mediterranean-themed property features a nine-story hotel, a spa, an entertainment facility featuring various food and beverage areas, a VIP lounge and a sports/entertainment lounge and 19,000 square feet of banquet/conference facilities. Hollywood Casino Aurora is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago.
Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City. In addition to gaming amenities, this Mediterranean-themed property features a nine-story hotel, a spa, an entertainment facility featuring various food and beverage areas, a VIP lounge and a sports/entertainment lounge and 19,000 square feet of banquet/conference facilities.
Valley Race Park has not been open since March 2020. We acquired the remaining 50% of these properties, as well as a license for a racetrack in Manor, Texas, just outside of Austin, on August 1, 2021. Sanford-Orlando Kennel Club.
Valley Race Park has not been open since March 2020. We acquired the remaining 50% of these properties, as well as a license for a racetrack in Manor, Texas, just outside of Austin, on August 1, 2021. Sanford-Orlando Kennel Club. The facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations.
The property features a one-half mile standardbred racetrack and a 118,000 square foot grandstand. In addition, through our Pennwood joint venture, we own 50% of a leased off-track wagering (“OTW”) facility in Toms River, New Jersey, and operate another OTW facility, which we constructed, in Gloucester Township, New Jersey. Retama Park Racetrack.
In addition, through our Greenwood joint venture, we own 50% of a leased off-track wagering (“OTW”) facility in Toms River, New Jersey, and operate another OTW facility, which we constructed, in Gloucester Township, New Jersey. Retama Park Racetrack.
Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option.
Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.
We also have a number of trademark applications pending with the USPTO, CIP, and the World Intellectual Property Organization. Among others, we have a licensing agreement with a third-party to use the “Margaritaville” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana.
Among others, we have a licensing agreement with a third-party to use the “Margaritaville” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana.
PENN’s portfolio is further bolstered by our industry-leading PENN Play TM customer loyalty program, which offers our over 29 million members a unique set of rewards and experiences across business channels. Reportable Segments We have five reportable segments: Northeast, South, West, Midwest, and Interactive.
The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences. Reportable Segments We have five reportable segments: Northeast, South, West, Midwest, and Interactive.
Prior to the execution of the 2023 Master Lease, the Company also had triple net leases with GLPI for the real estate assets associated with the Meadows and Perryville properties. Prior to the sale of PENN’s outstanding equity interest in Tropicana Las Vegas Hotel and Casino, Inc.
Prior to the sale of PENN’s outstanding equity interest in Tropicana Las Vegas Hotel and Casino, Inc. (“Tropicana”) on September 26, 2022, the Company had a triple net lease with GLPI for the real estate assets associated with the Tropicana property.
(NYSE: VICI) (“VICI”) for the real estate assets associated with the Margaritaville Resort Casino and Hollywood Casino at Greektown properties. S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion. Trademarks We own a number of trademarks and service marks registered or pending registration with the U.S.
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. Trademarks We own a number of trademarks and service marks registered or pending registration with the U.S.
As of January 2023, PENN Interactive also began providing retail sportsbook management services to select casino operators outside our Company’s portfolio. Further, through PENN’s portfolio of properties, PENN Interactive has entered into multi-year agreements with other gaming operators for online sports betting and iCasino market access in several states.
Further, through PENN’s portfolio of properties, PENN Interactive has entered into multi-year agreements with other gaming operators for online sports betting and iCasino market access in several states.
(8) The riverboat is owned by us and not subject to the AR PENN Master Lease. (9) Pursuant to a joint venture with NASCAR Holdings LLC. (10) Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc. (11) Pursuant to a management contract with Retama Development Corporation. (12) Simulcast racing operations.
(8) The riverboat is owned by us and not subject to the AR PENN Master Lease. (9) Pursuant to a joint venture with NASCAR Holdings LLC. 2 Table of Contents (10) Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc. Operations at Freehold Raceway ceased on December 28, 2024.
Louis is located adjacent to the Missouri River directly off I-70 and approximately 22 miles northwest of downtown St. Louis, Missouri. The facility features slot machines, table games, poker tables, a hotel, and a variety of dining and entertainment venues.
It features slot machines, table games, poker tables, and an ESPN BET sportsbook for live sports betting, and offers a variety of dining and entertainment facilities and a meeting room. Hollywood Casino St. Louis is located adjacent to the Missouri River directly off I-70 and approximately 22 miles northwest of downtown St. Louis, Missouri.
The facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations. 6 Table of Contents Triple Net Leases The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases, the most significant of which are with Gaming and Leisure Properties, Inc.
Triple Net Leases The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases, the most significant of which are with Gaming and Leisure Properties, Inc.
As of December 31, 2023, we had approximately 23,333 full-time and part-time employees. We had 35 collective bargaining agreements covering approximately 4,180 active employees. Twelve collective bargaining agreements are scheduled to expire in 2024. Although we believe that we have good employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements.
We had 36 collective bargaining agreements covering approximately 4,110 active employees. Three collective bargaining agreements are scheduled 10 Table of Contents to expire in 2025. Although we believe that we have good employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements.
The complex also features live thoroughbred racing at a three-quarters mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering. Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio. It features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as multiple food and beverage outlets, and an entertainment lounge.
The complex also features live thoroughbred racing at a three-quarters mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering. Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio.
The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion. Pinnacle Master Lease In connection with the acquisition of Pinnacle Entertainment, Inc.
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. Pinnacle Master Lease In connection with the acquisition of Pinnacle Entertainment, Inc.
Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. For a 8 Table of Contents more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations” to this Annual Report on Form 10-K, which is incorporated herein by reference.
For a more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations” to this Annual Report on Form 10-K, which is incorporated herein by reference. Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations.
Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, data privacy, anti-money laundering, and marketing and advertising.
These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, data privacy, anti-money laundering, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
ESPN BET, Hollywood Casino, and theScore Bet 5 Table of Contents leverage PENN’s proprietary, state-of-the-art player account management and online gaming platform. In addition, PENN Interactive also operates our digital sports media business, theScore (defined below).
ESPN BET, Hollywood Casino, and theScore BET leverage PENN’s proprietary, state-of-the-art player account management and online gaming platform. In addition, PENN Interactive also operates our digital sports media business, theScore Media and Gaming, Inc. (“theScore”). As of December 31, 2024, PENN Interactive operates online sportsbooks in 20 jurisdictions and iCasino in five jurisdictions throughout the U.S. and Canada.
Interactive Operations PENN Interactive operates our online gaming portfolio which includes: (i) ESPN BET, an online sportsbook operating in select U.S. jurisdictions; (ii) Hollywood Casino, an iCasino operating in select U.S. jurisdictions within the ESPN BET website and mobile application; (iii) theScore Bet, an online sportsbook and iCasino operating in Ontario, Canada; and (iv) PENN Game Studios, our in-house iCasino and social gaming content studio.
River City Casino features a hotel, multiple dining outlets, an entertainment lounge, and over 10,000 square feet of conference space. 5 Table of Contents Interactive Operations PENN Interactive operates our online gaming portfolio which includes: (i) ESPN BET, an online sportsbook operating in select U.S. jurisdictions; (ii) Hollywood Casino, an iCasino operating in select U.S. jurisdictions, including within the ESPN BET website and app and stand-alone Hollywood iCasino website and app; (iii) theScore BET, an online sportsbook and iCasino operating in Ontario, Canada; and (iv) PENN Game Studios, our in-house iCasino and social gaming content studio.
Prairie State Gaming is our licensed VGT route operator in Illinois across a network of over 423 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois. River City Casino is located in the St. Louis, Missouri metropolitan area, just south of the confluence of the Mississippi River and the River des Peres in the south St.
The facility features slot machines, table games, poker tables, a hotel, and a variety of dining and entertainment venues. Prairie State Gaming is our licensed VGT route operator in Illinois across a network of over 423 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois. River City Casino is located in the St.
In addition to gaming amenities, the property also features a hotel, a fitness center, several dining facilities, a sports bar featuring a sportsbook with live sports betting, and 5,000 square feet of convention and meeting space. Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St. Louis, Missouri.
Midwest Segment Ameristar Council Bluffs is located across the Missouri River from Omaha, Nebraska and includes the largest riverboat in Iowa. In addition to gaming amenities, the property also features a hotel, a fitness center, several dining facilities, a sports bar featuring an ESPN BET sportsbook with live sports betting, and 5,000 square feet of convention and meeting space.
Margaritaville Resort Casino is one of the premier gaming, lodging, dining, and entertainment experiences in Northern Louisiana. The property provides an island-style theme and includes gaming amenities, a sportsbook for live sports betting, a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space.
The property provides an island-style theme and includes gaming amenities, an ESPN BET sportsbook for live sports betting, a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space. 4 Table of Contents West Segment Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado.
(“Tropicana”) on September 26, 2022, the Company had a triple net lease with GLPI for the real estate assets associated with the Tropicana property. S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion. The Company has triple net leases with VICI Properties, Inc.
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 8 Table of Contents The Company has triple net leases with VICI Properties, Inc. (NYSE: VICI) (“VICI”) for the real estate assets associated with the Margaritaville Resort Casino and Hollywood Casino at Greektown properties.
In addition to gaming 4 Table of Contents amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space. Cactus Petes and Horseshu (collectively, “the Jackpot Properties”) are located just south of the Idaho border in Jackpot, Nevada.
The resort features slot machines, table games, poker tables, and an ESPN BET sportsbook for live sports betting. In addition to gaming amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space.
Zia Park Casino is located in Hobbs, New Mexico, and features slot machines, a hotel, restaurants, a one-mile quarter horse/thoroughbred racetrack with live racing from September to December, and a year-round simulcast parlor. Midwest Segment Ameristar Council Bluffs is located across the Missouri River from Omaha, Nebraska and includes the largest riverboat in Iowa.
The property also features more than 60,000 square feet of meeting and conference space, a spa and fitness center, and a 100,000 square foot event center. Zia Park Casino is located in Hobbs, New Mexico, and features slot machines, a hotel, restaurants, a one-mile quarter horse/thoroughbred racetrack with live racing from September to December, and a year-round simulcast parlor.
As of December 31, 2023, PENN operated 43 properties in 20 states, online sports betting in 18 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, and theScore Bet Sportsbook and Casino ® .
As of the issuance date of this report, PENN operated in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting, and iCasino offerings under well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, and theScore BET Sportsbook and Casino ® .
Our commitment continued in dedicating more than $4 million to fund STEM scholarships with HBCUs in states where we operate, as well as creating internship opportunities at the Company. This year, 31% of our LEAP interns were from an HBCU and 72% were diverse and/or female.
Highlights from last year’s efforts include the expansion of our $4.0 million STEM Scholarship Fund and internship program. Our commitment continued in 2024, and we dedicated more than $4.0 million to fund STEM scholarships in states where we operate, as well as creating internship opportunities at the Company. In 2024, we also welcomed 24 new LEAP interns.
Our online gaming operations and each of our properties are subject to extensive regulation under the laws, rules, and regulations of the jurisdictions where we operate. These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations.
These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions.
If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.
If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements. Available Information We maintain a website at www.pennentertainment.com that includes more information about us. The contents of our website are not part of this Annual Report on Form 10-K.
Employees and Human Capital Resources The Company’s key human capital management objectives are to attract, retain, and develop diverse and high-quality talent. Our commitment to an equal-opportunity and respectful workplace characterized by both diversity and inclusion, in which everyone feels valued, respected, and supported, is a factor driving our success.
Our commitment to an equal-opportunity and respectful workplace, in which everyone feels valued, respected, and supported, is a factor driving our success.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our financial condition, results of operations and cash flows.
Material changes, new laws or regulations, or material 9 Table of Contents differences in interpretations by courts or governmental authorities could adversely affect our financial condition, results of operations, and cash flows. Employees and Human Capital Resources The Company’s key human capital management objective is to attract, retain, and develop high-quality talent with different perspectives.
The complex includes a barge-based casino which provides guests with two levels of gaming experience, as well as a land-based pavilion with several dining and entertainment options. In addition, the property includes a sportsbook for live sports betting, a hotel, 4,600 square feet of meeting space, and an 80-space RV park.
In addition, the property includes a sportsbook for live sports betting, a hotel, 4,600 square feet of meeting space, and an 80-space RV park. Hollywood Casino at Kansas Speedway , our 50% joint venture with NASCAR, is located in Kansas City, Kansas.
We may also experience seasonality with retail and online sports betting which coincides with certain sporting events, as well as seasons of professional sports teams. Government Regulation and Gaming Issues The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations.
Government Regulation and Gaming Issues The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Our online gaming operations and each of our properties are subject to extensive regulation under the laws, rules, and regulations of the jurisdictions where we operate.
In addition, PENN Interactive supports operations for retail sportsbooks across the Company’s portfolio of casinos, including, as of December 31, 2023, 30 retail sportsbooks located at the Company’s properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Ohio, Pennsylvania, and West Virginia.
In addition, PENN Interactive supports operations for retail sportsbooks across the Company’s portfolio of casinos, including, as of December 31, 2024, 30 retail sportsbooks located at the Company’s properties in 13 states. As of January 2023, PENN Interactive also began providing retail sportsbook management services to select casino operators outside our Company’s portfolio.
Hollywood Casino at Greektown is located in the Greektown district of Detroit, Michigan, and is one of four casino hotels in the Detroit-Windsor area.
It features slot machines, table games, poker tables, and an ESPN BET sportsbook for live sports betting, as well as multiple food and beverage outlets, and an entertainment lounge. Hollywood Casino at Greektown is located in the Greektown district of Detroit, Michigan, and is one of four casino hotels in the Detroit-Windsor area.
S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 7 Table of Contents Other triple net leases with REIT landlords The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property.
Other triple net leases with REIT landlords The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property. Prior to the execution of the 2023 Master Lease, the Company also had triple net leases with GLPI for the real estate assets associated with the Meadows and Perryville properties.
The acquisition provided us with the technology, resources, and audience reach to accelerate our media and sports betting strategy across North America. Barstool . PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool.
Barstool . PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool.
PENN’s ability to leverage the leading sports media brands in the United States (ESPN) and Canada (theScore) will position us to significantly expand our digital footprint and efficiently grow our customer ecosystem.
PENN’s ability to leverage its partnership with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”), the “worldwide leader in sports,” and its ownership of theScore™, the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem.
Removed
In August 2023, PENN entered into a transformative, exclusive long-term strategic alliance with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”) relating to online sports betting within the United States.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

130 edited+16 added−28 removed143 unchanged
Biggest changeOur business, operating results and financial condition could be adversely affected and may result in, among other things: (a) increased operating costs, including increased legal expenses, insurance, administrative expenses and associated costs incurred in connection with director election contests; (b) uncertainties as to our future direction, which could result in the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors and customers; and (c) reduction or delay in our ability to effectively execute our current business strategy and to implement new strategies.
Biggest changeIn addition, in May 2024, the Board of Directors received a letter from The Donerail Group LP advocating for, among other things, changes to the Company's corporate strategy. 13 Table of Contents Shareholder activism pursued against the Company could give rise to or result in, among other things: (a) increased costs, including expenses of third-party advisors, insurance, administrative expenses and other associated costs; (b) perceived uncertainties as to our future direction, which could result in reputational harm and the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors, customers, suppliers, and business partners; (c) reduction or delay in our ability to effectively and timely execute our current business strategy and to implement new strategies; (d) diversion of the attention of our Board of Directors and management team; and (e) fluctuations in the Company’s stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Our properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes and/or flooding.
Our properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes or flooding.
Legal and Regulatory Risk Factors • We are or may become involved in legal proceedings and no assurance can be provided as to the outcome of these matters. • We face extensive regulation from gaming regulatory authorities. • We are subject to certain federal, state, provincial, and other regulations. • State and local smoking restrictions have and may continue to negatively affect our business. • Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws. • We are subject to environmental laws and potential exposure to environmental liabilities. • We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.
Legal and Regulatory Risk Factors • From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters. • We face extensive regulation from gaming regulatory authorities. • We are subject to certain federal, state, provincial and other regulations. • State and local smoking restrictions have and may continue to negatively affect our business. • Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws. • We are subject to environmental laws and potential exposure to environmental liabilities. • We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.
We also cannot assure you that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations. Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level management teams of such acquisition candidates.
We also cannot assure that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations. Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level management teams of such acquisition candidates.
In addition, the occurrence of such an event may adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, and our business, prospects, financial condition, and results of operations could be materially adversely affected. Shareholder activists could cause a disruption to our business.
In addition, the occurrence of such an event may adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, and our business, financial condition, and results of operations could be materially adversely affected. Shareholder activists could cause a disruption to our business.
Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations.
To the extent that we collect, control, or process such information, federal, state, provincial and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act (including the amended California Privacy Rights Act), the EU’s General Data Protection Regulation, Ontario, Canada’s Freedom of Information and Protection of Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future databases of information which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
To the extent that we collect, control, or process such information, federal, state, provincial and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act (including the amended California Privacy Rights Act), the EU’s General Data Protection Regulation, Ontario, Canada’s Freedom of Information and Protection of Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future databases of information which could have a material adverse effect on our business, financial condition, and results of operations.
In addition, as we seek to launch sports betting or iCasino offerings in additional jurisdictions, we will need to hire additional qualified employees, such as software engineers, IT professionals, product managers and compliance personnel. Given the significant competition in this area for qualified candidates, we may be unable to hire qualified candidates.
In addition, as we seek to launch sports betting or iCasino offerings in additional jurisdictions, we will need to hire additional qualified employees, such as software engineers, IT professionals, product managers and compliance personnel. Given the significant competition in this area, we may be unable to hire qualified candidates.
Although we monitor our use of open source software to avoid subjecting our technology to licensing conditions we do not intend, the law surrounding the use of open source software and open source licenses is in a state of evolution and the legal ramifications of such use remain uncertain in the U.S. and other countries.
Although we monitor our use of open source software to help avoid subjecting our technology to licensing conditions we do not intend, the law surrounding the use of open source software and open source licenses is in a state of evolution and the legal ramifications of such use remain uncertain in the U.S. and other countries.
Finally, given the competitive nature of these types of limited license opportunities, litigation is possible. We cannot assure you that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our acquisitions or development projects.
Finally, given the competitive nature of these types of limited license opportunities, litigation is possible. We cannot assure that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our acquisitions or development projects.
Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts. Failure to discover such acts or schemes in a timely manner may result in losses in our operations.
Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts. Failure to prevent or discover such acts or schemes in a timely manner may result in losses in our operations.
While we enter license, confidentiality and non-disclosure agreements with our 16 Table of Contents employees and vendors, consultants, users, potential users, and others to attempt to limit access to and distribution of proprietary and confidential information, it is possible that: • some or all of our confidentiality and non-disclosure agreements will not be honored; • third parties will independently develop equivalent technology or misappropriate our technology or designs; • disputes will arise with our strategic partners, users or others concerning the ownership of intellectual property; • unauthorized disclosure or use of our intellectual property, including source code, know-how or trade secrets will occur; or • contractual provisions may not be enforceable.
While we enter license, confidentiality and non-disclosure agreements with our employees and vendors, consultants, users, potential users, and others to attempt to limit access to and distribution of proprietary and confidential information, it is possible that: • some or all of our confidentiality and non-disclosure agreements will not be honored; • third parties will independently develop equivalent technology or misappropriate our technology or designs; • disputes will arise with our strategic partners, users or others concerning the ownership of intellectual property; • unauthorized disclosure or use of our intellectual property, including source code, know-how or trade secrets will occur; or 17 Table of Contents • contractual provisions may not be enforceable.
Our management agreements and/or leases with third parties and local governments may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments. Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments.
Our operations in several jurisdictions depend on management agreements and/or leases with third parties and local governments that may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments. Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments.
Some of these patents may grant very broad protection to the third-party owners thereof. Patents can be issued very rapidly and there is often a great deal of secrecy surrounding pending patent applications.
Some of these patents may grant very broad protection to the third-party owners. Patents can be issued very rapidly and there is often a great deal of secrecy surrounding pending patent applications.
If we, or if GLPI or VICI, in the case of leases pursuant to which we are the sub-lessee, are unable to renew these leases and agreements on satisfactory terms as they expire or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
If we, or if GLPI or VICI, in the case of leases pursuant to which we are the sub-lessee, are unable to renew these leases and agreements on satisfactory terms as they expire or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our business, financial condition, and results of operations.
If the search engines on which we rely modify their algorithms, change their terms around online betting, if links to our apps or websites are not displayed prominently in online search results, if fewer users click through to the Apple App Store and Google Play Store or our websites, if our other digital marketing campaigns are not effective, or if the costs of attracting users 20 Table of Contents using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.
If the search engines on which we rely modify their algorithms, change their terms around online betting, if links to our apps or websites are not displayed prominently in online search results, if fewer users click through to the Apple App Store and Google Play Store or our websites, if our other digital marketing campaigns are not effective, or if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.
Some open source licenses contain requirements that we make the source code of our software, in which the open source software modules are used or incorporated into, publicly available for third parties to create modifications or derivative works, or grant other licenses to our intellectual property for free. These types of open source licenses are commonly known as “copyleft” licenses.
Certain open source licenses contain requirements that we make the source code of our software, in which the open source software modules are used or incorporated into, publicly available for third parties to create modifications or derivative works, or grant other licenses to our intellectual property for free. These types of open source licenses are commonly known as “copyleft” licenses.
Any termination or loss of exclusivity of our exclusive license would have a material adverse effect on our business, financial condition or results of operations. The growth of our Interactive segment will depend on our ability to attract and retain users and require investments in our online offerings, technology, and strategic marketing initiatives.
Any termination or loss of exclusivity of our exclusive license would have a material adverse effect on our business, financial condition, and results of operations. The growth of our Interactive segment will depend on our ability to attract and retain users, which may require investments in our online offerings, technology, and strategic marketing initiatives.
The integration and management of more significant operations that we develop or acquire, such as our recent launch of the ESPN BET sportsbook app may temporarily divert attention from our day-to-day business. In addition, development and integration of new information technology systems that may be required is costly and time-consuming.
The integration and management of more significant operations that we develop or acquire, such as the ESPN BET sportsbook app, may temporarily divert attention from our day-to-day business. In addition, development and integration of new information technology systems that may be required is costly and time-consuming.
There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring. Inability to protect our intellectual property rights could have a material adverse effect on our prospects, business, financial condition or results of operations.
There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring. Inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition. and results of operations.
Any of these factors could negatively affect our business, prospects, financial condition, results of operations, and ability to generate sufficient cash flow to meet our operating and debt service requirements. A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements.
Any of these factors could negatively affect our business, financial condition, and results of operations, including our ability to generate sufficient cash flow to meet our operating and debt service requirements. A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements.
In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to find alternate service providers.
In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to engage alternate service providers.
Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, and results of operations.
As a result, we are subject to a greater degree of risk than a gaming company with more regional diversification as our results will be dependent on the regional economies and competitive landscapes in these specific markets.
As a result, we are subject to a greater degree of risk than a gaming company with more regional diversification, as our results are dependent on the regional economies and competitive landscapes in these specific markets.
We could face significant challenges in managing and integrating our expanded or combined operations and any other properties or operations we may develop or acquire, particularly in new competitive markets or business lines, including our recently launched ESPN BET sportsbook app.
We could face significant challenges in managing and integrating our expanded or combined operations and any other properties or operations we may develop or acquire, particularly in new competitive markets or business lines, including our ESPN BET sportsbook app.
If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition, and results of operations. If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.
If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition, and results of operations. 23 Table of Contents If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.
Additionally, the increased ability of employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel. Qualified individuals are in high demand, particularly in the technology and media industries, and we may incur significant costs to attract them.
Additionally, the increased ability of 16 Table of Contents employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel. Qualified individuals are in high demand, particularly in the technology and media industries, and we may incur significant costs to attract them.
Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry, and we have experienced attempts by labor organizations to organize certain of our non-union employees. We cannot provide any assurance that we will not experience additional and successful union activity in the future.
Labor unions are making a concerted effort to recruit more employees in the gaming industry, and we have experienced attempts by labor organizations to organize certain of our non-union employees. We cannot provide any assurance that we will not experience additional and successful union activity in the future.
If we do not obtain such a license, our prospects, business, operating results, and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets. Our technology contains third-party open source software components.
If we do not obtain such a license, our business, financial condition, and results of operations could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets. Our technology contains third-party open source software components.
There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Amended Credit Facilities in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness and rent payments.
There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Amended Credit Facilities or otherwise in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness and rent payments, or development projects.
The extent of such potential conditions cannot be determined definitely, and may result in additional expense in the event that additional or currently unknown conditions are detected. We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.
The extent of such potential conditions cannot be determined definitely, and may result in additional expense in the event that additional or currently unknown conditions are detected. 27 Table of Contents We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.
Risks Related to Our Operations • We have certain retail properties that generate a significant percentage of our revenues and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties. • A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements. • We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. • Most of our facilities are leased and could experience risks associated with leased property. • We are subject to risks and costs related to climate change regulations and greenhouse gas effects. • Investors’ and other stakeholders’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks. • Our management agreements and/or leases with third parties and local governments may not be renewed. • There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including ESPN BET. • Our operations and their success are largely dependent on the skill and experience of management and key personnel. • Our business is dependent on our ability to attract and retain talented team members. • We face risks related to collective bargaining activity and strikes. • We face the risk of fraud, theft, and cheating. • We rely on, among other things, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual provisions to protect our intellectual property rights and we may be unable to protect or may not be successful in protecting our intellectual property rights. • Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others. • Our technology contains third-party open source software components. • We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future. • We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change. • We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data. • Our growth will depend, in part, on the success of our strategic relationships with third parties. 10 Table of Contents • We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation, and strategic goals. • The growth of our Interactive segment will depend on our ability to attract and retain users and require investments in our online offerings, technology, and strategic marketing initiatives. • Participation in the sports betting industry exposes us to trading, liability management, and pricing risk. • We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; however, there is no guarantee that gaming regulatory authorities will allow operators such as us to place limits at the individual customer level. • We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers. • The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors and is not completely controlled by us. • We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasinos and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.
Risks Related to Our Operations • We have certain retail properties that generate a significant percentage of our revenues and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties. • A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements. • We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. • Most of our facilities are leased and could experience risks associated with leased property. • We are subject to risks and costs related to climate change regulations and greenhouse gas effects. • Investors’ and other stakeholders’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks. • Our operations in several jurisdictions depend on management agreements and/or leases with third parties and local governments that may not be renewed. • There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including ESPN BET. • Our operations and their success are largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members. • We face risks related to collective bargaining activity and strikes. • We face the risk of fraud, theft, and cheating. 11 Table of Contents • We may be unable to protect or may not be successful in protecting our intellectual property rights. • Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others. • Our technology contains third-party open source software components. • We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future. • We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change. • We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data. • Our growth and success depend, in part, on the success of our strategic relationships with third parties. • We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation, and strategic goals. • The growth of our Interactive segment will depend on our ability to attract and retain users and investments in our online offerings, technology, and strategic marketing initiatives. • Participation in the sports betting industry exposes us to trading, liability management, and pricing risk. • We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk; however, there is no guarantee that gaming regulatory authorities will continue to allow operators such as us to follow such practices. • We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers. • The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control. • We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasinos and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.
Cybersecurity of this Annual Report on Form 10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access.
Cybersecurity of this Annual Report on Form 24 Table of Contents 10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access.
Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our business, financial condition, and operating results. Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities.
Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our business, financial condition, and results of operations. 25 Table of Contents Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities.
If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, results of operations, and prospects could be adversely affected.
If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, and results of operations may be adversely affected.
We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could significantly impact our business, financial condition, results of operations, and cash flows. We face extensive regulation from gaming regulatory authorities.
We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could adversely impact our business, financial condition, and results of operations. We face extensive regulation from gaming regulatory authorities.
Termination of the PENN Master Lease, the 2023 Master Lease, Pinnacle Master Lease, or Morgantown Lease could result in a default under our debt agreements and could have a material adverse effect on our financial condition, results of operations, and cash flows.
Termination of the PENN Master Lease, the 2023 Master Lease, Pinnacle Master Lease, or Morgantown Lease could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition, and results of operations.
As of December 31, 2023, we had indebtedness of $2.8 billion, including $1.5 billion outstanding under our Amended Credit Facilities.
As of December 31, 2024, we had indebtedness of $2.8 billion, including $1.5 billion outstanding under our Amended Credit Facilities.
Any of the aforementioned factors could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Any of the aforementioned factors could have a material adverse effect on our business, financial condition, and results of operations.
We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, 22 Table of Contents contain errors or vulnerabilities, are compromised or experience outages.
We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages.
The process of integrating operations that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
The process of integrating operations that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our business, financial condition, and results of operations.
Regulators may also levy substantial fines or penalties against us or our subsidiaries for violations of gaming laws or regulations, or against the people involved in violating such gaming laws or 24 Table of Contents regulations, and/or seize our assets or the assets of our subsidiaries.
Regulators may also levy substantial fines or penalties against us or our subsidiaries for violations of gaming laws or regulations, or against the people involved in violating such gaming laws or regulations, and/or seize our assets or the assets of our subsidiaries.
Any of these events could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Any of these events could have a material adverse effect on our business, financial condition, and results of operations.
In addition, the costs of insurance against these types of events have increased in recent years. For example, the Company’s cost of insurance premiums on an annual basis was approximately $29.6 million in 2023 as compared to $25.4 million in 2022.
In addition, the costs of insurance against these types of events have increased in recent years. For example, the Company’s cost of insurance premiums on an annual basis was approximately $34.4 million in 2024 as compared to $29.6 million in 2023.
In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), this too would impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.
In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), such action would adversely impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.
This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.
This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of 18 Table of Contents our competitive advantages.
In addition, should some of our leased facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases even if we decide to withdraw from those locations.
In addition, should some of our leased facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases in the event we withdraw from those locations.
Legal and Regulatory Risk Factors We are or may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters. From time to time, we are defendants in various lawsuits relating to matters incidental to our business.
Legal and Regulatory Risk Factors From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters. From time to time we may become involved in legal proceedings, including as defendants in lawsuits relating to matters incidental to our business.
Risks Related to our Information Systems and Technology • If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our costs may increase. • If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired. • We rely on third party cloud infrastructure services to deliver our offerings to users. • Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information or other breaches of information security.
Risks Related to our Information Systems and Technology • If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our costs may increase. • If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired. • We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages. • Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information or other breaches of information security.
We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature which may be increasing consequences of climate change. Extreme weather conditions may interrupt our operations and reduce the number of customers who visit our facilities in the affected areas.
We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature. Extreme weather conditions may interrupt our operations and reduce the number of customers who visit our facilities in the affected areas.
The occurrence of some or all of the above-described events could have a material adverse effect on our financial condition, results of operations, and cash flows. 18 Table of Contents We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.
The occurrence of some or all of the above-described events could have a material adverse effect on our business, financial condition, and results of operations. We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.
In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on a casino, tribe, or track in order to get a “skin.” If we cannot establish, renew or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones.
In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on a casino, tribe, or track in order to get a “skin.” If we cannot establish, renew, or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones, which could adversely affect our business, financial condition, and results of operations.
We increasingly rely on information technology and other systems (particularly as our Interactive segment grows), including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, payment settlements, payment funds transmissions, mailing lists, and reservations information.
We increasingly rely on information technology and other systems, including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, payment settlements, payment funds transmissions, mailing lists, and reservations information.
The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. Under our contractual arrangements under the Triple Net Leases, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, notwithstanding ownership of the underlying real property having been transferred.
The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. Due to the contractual arrangements under the Triple Net Leases, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, despite the transfer of the ownership of the underlying real property.
We are also required to utilize a significant portion of our cash flow from operations to make our rent payments, which were $937.8 million for the year ended December 31, 2023, pursuant to and subject to the terms and conditions of our Master Leases and Morgantown Lease, each with GLPI, and our Margaritaville Lease and Greektown Lease with VICI (as defined previously, collectively, our “Triple Net Leases”).
We also utilize a significant portion of our cash flow from operations to make our rent payments, which were $950.4 million for the year ended December 31, 2024, pursuant to and subject to the terms and conditions of our Master Leases and Morgantown Lease, each with GLPI, and our Margaritaville Lease and Greektown Lease with VICI (as defined previously, collectively, our “Triple Net Leases”).
These relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, direct consumers to our offerings. In addition, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other gaming products with whom we compete.
These relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, direct consumers to our offerings. In addition, many of the parties with whom we have advertising arrangements provide advertising services to our competitors.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size, and other gaming options, such as state and province-sponsored internet lotteries, sweepstakes (including sweepstakes-based online sports betting and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, event contracts related to sports or other outcomes, such as government elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
To date, none 26 Table of Contents of these matters have had a material adverse effect on our financial condition, results of operations, and cash flows; however, there can be no assurance that such matters will not have such an effect in the future.
To date, none of these matters have had a material adverse effect on our business, financial condition, and results of operations; however, there can be no assurance that such matters will not have such an effect in the future.
However, there can be significant variation in gross win percentage event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future.
We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future.
For the year ended December 31, 2023, we generated 13.8%, 13.6%, and 9.7% of our revenues from our retail properties within the states of Louisiana, Ohio, and Missouri, respectively.
For the year ended December 31, 2024, we generated 13.6%, 12.7%, and 9.5% of our revenues from our retail properties within the states of Ohio, Louisiana, and Missouri, respectively.
However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use (such as a pandemic or public health emergency), communications over the internet may be interrupted and impair our ability to conduct our business.
However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use, communications over the internet may be interrupted and impair our ability to conduct our business.
Insufficient numbers of talented team members could also limit our ability to grow and expand our businesses. A shortage of frontline and skilled labor could also result in higher wages that would increase our labor costs, which could reduce our profits.
Insufficient numbers of talented team members or the loss of senior executives or key personnel could also limit our ability to grow and expand our businesses. A shortage of frontline and skilled labor could also result in higher wages that would increase our labor costs, which could reduce our profits.
Further, our obligations under the Triple Net Leases may make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness and restrict our ability to raise capital, make acquisitions, divestitures, and engage in other significant transactions.
Further, our obligations under the Triple Net Leases may make it more difficult or restrict, as applicable, our ability to satisfy our obligations with respect to our indebtedness, obtain additional financing, raise capital, make acquisitions or divestitures, or engage in other significant transactions.
Risks Related to Our Business, Industry, and Market Conditions Our business is sensitive to reductions in discretionary consumer spending because of downturns in the economy and other factors outside of our control. Our business is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
Risks Related to Our Business, Industry, and Market Conditions Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control. Our business is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
Our Amended Revolving Credit Facility expires in 2027. There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our Amended Credit Facilities.
There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our Amended Credit Facilities.
Most of our facilities are leased and could experience risks associated with leased property. We lease 36 of the facilities we operate pursuant to the Triple Net Leases.
We are subject to risks associated with leased property, as most of our facilities are leased. We lease 36 of the facilities we operate pursuant to the Triple Net Leases.
The operations of our properties are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about widespread illnesses or epidemics, including COVID-19, and other casualty events, such as hurricanes or tornados.
The operations of our properties are subject to disruptions or reduced patronage, including as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about widespread illnesses, and other significant events.
The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors and is not completely controlled by us. The retail and online gaming industries are characterized by an element of chance.
The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control. The retail and online gaming industries are characterized by an element of chance.
If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our Interactive segment’s business, prospects, financial condition, and results of operations could suffer. Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.
If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our Interactive segment’s business, financial condition, and results of operations could suffer. Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict.
Risks Related to Our Business, Industry and Market Conditions • Our business is sensitive to reductions in discretionary consumer spending because of downturns in the economy and other factors outside of our control. • Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify. • Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance. • Shareholder activists could cause a disruption to our business.
Risks Related to Our Business, Industry and Market Conditions • Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control. • Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify. • Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict. • Shareholder activists could cause a disruption to our business.
We may use equity awards to attract talented employees, influencers and media personalities. If the value of our common stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified talent. Our ability to attract, retain, and motivate employees, influencers and media personalities may also be adversely affected by stock price volatility.
If the value of our common stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified talent. Our ability to attract, retain, and motivate employees, influencers and media personalities may also be adversely affected by stock price volatility. We face risks related to collective bargaining activity and strikes.
We compete with other companies both within and outside of our industry for talented personnel. If we cannot recruit, train, develop, and retain skilled and experienced personnel to our corporate, retail operations, sports betting and iCasino, and media businesses, we could experience increased employee turnover, decreased guest or user satisfaction, low morale, inefficiency, or internal control failures.
If we cannot recruit, train, develop, and retain skilled and experienced personnel to our corporate, retail operations, sports betting and iCasino, and media businesses, we could experience increased employee turnover, decreased guest or user satisfaction, low morale, inefficiency, or internal control failures.
Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate. We believe the smoking restrictions have significantly impacted business volumes.
State and local smoking restrictions have and may continue to negatively affect our business. Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate.
We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and enterprise risk; however, there is no guarantee that gaming regulatory authorities will allow operators such as us to place limits at the individual customer level.
We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk; however, there is no guarantee that gaming regulatory authorities will continue to allow operators to follow such practices.
Any unscheduled disruption in our technology services or interruption in the supply of electrical power as a result of extreme weather, or otherwise, could result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our retail casino gaming (including slot machines and security systems), sports betting, and iCasino operations.
Additionally, our retail casino gaming, sports betting, and iCasino operations rely heavily on technology services and an uninterrupted supply of electrical power. Any unscheduled disruption in our technology services or interruption in the supply of electrical power as a result of extreme weather, or otherwise, could result in an immediate, and possibly substantial, loss of revenues.
We would incur additional costs if any of the gaming facilities on which we operate were not in compliance with one or more of these regulations.
The casino barges on which we operate also must meet local fire safety standards. We would incur additional costs if any of the gaming facilities on which we operate were not in compliance with one or more of these regulations.
As we operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty.
Our success also depends in part on our ability to anticipate and satisfy user preferences in a timely manner. As we operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty.
If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our financial condition, results of operations, and cash flows could be adversely affected.
We believe the 26 Table of Contents smoking restrictions have significantly impacted business volumes. If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our business, financial condition, and results of operations could be adversely affected.
Users may stop using our product offerings at any time, including if the quality of the user experience on our platforms, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.
Users may stop using our product offerings at any time, including if the quality of the user experience on our platforms, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings. 21 Table of Contents Participation in the sports betting industry exposes us to trading, liability management, and pricing risk.
Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our technology, lead to a significant loss of revenue, increase our costs and impair our ability to attract new users, any of which could adversely affect our business, financial condition, and results of operations. 23 Table of Contents Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information, or other breaches of information security.
Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our technology, lead to a significant loss of revenue, increase our costs and impair our ability to attract new users, any of which could adversely affect our business, financial condition, and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

23 edited+1 added−2 removed9 unchanged
Biggest changeThe Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the specific goals of: (i) identifying, preventing, and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security, and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; (iv) maintaining the confidence of our customers, clients, and business partners; and (v) providing appropriate public disclosure of cybersecurity risks, and incidents when required. 27 Table of Contents Risk Management and Strategy Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas: • Vigilance: The Company maintains a global presence, with cybersecurity threat operations functioning 24/7 with the specific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. • Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. • Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. • Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Training: The Company provides training for personnel regarding cybersecurity threats, which reinforces the Company’s information security policies, standards, and practices.
Biggest changeRisk Management and Strategy Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas: • Vigilance: The Company maintains a global presence, with cybersecurity threat operations functioning 24/7 with the specific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. • Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through regular vulnerability assessments and cybersecurity threat intelligence. • Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. • Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Training: The Company provides training for personnel regarding cybersecurity threats, which is designed to reinforce the Company’s information security policies, standards, and practices.
ITEM 1C. CYBERSECURITY Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards, and practices are fully integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Board of Directors (the “Board”).
ITEM 1C. CYBERSECURITY Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards, and practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Board of Directors (the “Board”).
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures.
A key part of the Company’s strategy for managing risks from cybersecurity threats is the assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures.
We do not currently believe cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition; however, we could experience a cybersecurity incident that materially affects us in the future. See Item 1A.
To date, we do not believe cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition; however, we could experience a cybersecurity incident that materially affects us in the future. See Item 1A.
Our interests in the owned real property listed above (with the exception of the land, buildings, and racetracks, used in the operations of Hollywood Casino at Kansas Speedway, Freehold Raceway, Retama Park Racetrack, and Hollywood Casino Morgantown, as well as the interests in the leased real property listed above) collateralize our obligations under our Amended Credit Facilities (as defined in the “Liquidity and Capital Resources” section of “Item 7.
Our interests in the owned real property listed above (with the exception of the land, buildings, and racetracks, used in the operations of Hollywood Casino at Kansas Speedway, Retama Park Racetrack, and Hollywood Casino Morgantown, as well as the interests in the leased real property listed above) collateralize our obligations under our Amended Credit Facilities (as defined in the “Liquidity and Capital Resources” section of “Item 7.
Governance The Company’s Cyber Security Committee, in coordination with the Board and Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes, and practices that the Company’s Chief Information Officer and its Vice President of Information Security, in coordination with the Company’s Cyber Security Committee, develop and implement to address risks from cybersecurity threats.
Governance The Company’s Cyber Security Committee, in coordination with the Board and Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes, and practices that the Company’s Chief Information Officer and its Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, develop and implement to address risks from cybersecurity threats.
Through the ongoing communications from these teams, the Chief Information Officer, the Vice President of Information Security, and the Company’s Cyber Security Committee monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.
Through the ongoing communications from these teams, the Chief Information Officer, the Chief Information Security Officer, and the Company’s Cyber Security Committee monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.
The Company’s Chief Information Officer and its Vice President of Information Security are members of the Company’s management that are principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.
The Company’s Chief Information Officer and its Chief Information Security Officer are members of the Company’s management that are principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.
Louis, MS — — Land, buildings 579 Hollywood Casino Tunica Tunica, MS — — Land, buildings, boat 70 L’Auberge Baton Rouge Baton Rouge, LA Undeveloped land 417 Land, buildings, barge 99 L’Auberge Lake Charles Lake Charles, LA Undeveloped land 54 Land, buildings, barge 235 Margaritaville Resort Casino Bossier City, LA — — Land, buildings, barge 34 West segment Ameristar Black Hawk Black Hawk, CO — — Land, buildings 104 Cactus Petes and Horseshu Jackpot, NV — — Land, buildings 80 M Resort Henderson, NV — — Land, buildings 84 Zia Park Casino Hobbs, NM — — Land, racetrack, buildings 317 Midwest segment Ameristar Council Bluffs Council Bluffs, IA — — Land, buildings, boat 59 Argosy Casino Alton Alton, IL Boat — Land, buildings 4 Argosy Casino Riverside Riverside, MO — — Land (4) , buildings, barge 45 Hollywood Casino Aurora Aurora, IL — — Land, buildings, barge 2 Hollywood Casino Joliet Joliet, IL — — Land, buildings, barge 276 Hollywood Casino at Kansas Speedway Kansas City, KS Land, buildings 101 — — Hollywood Casino St.
Louis, MS — — Land, buildings 579 Hollywood Casino Tunica Tunica, MS — — Land, buildings, boat 70 L’Auberge Baton Rouge Baton Rouge, LA Undeveloped land 311 Land, buildings, barge 99 L’Auberge Lake Charles Lake Charles, LA Undeveloped land 54 Land, buildings, barge 235 Margaritaville Resort Casino Bossier City, LA — — Land, buildings, barge 33 West segment Ameristar Black Hawk Black Hawk, CO — — Land, buildings 104 Cactus Petes and Horseshu Jackpot, NV — — Land, buildings 80 M Resort Spa Casino Henderson, NV — — Land, buildings 84 Zia Park Casino Hobbs, NM — — Land, racetrack, buildings 317 Midwest segment Ameristar Council Bluffs Council Bluffs, IA — — Land, buildings, boat 59 Argosy Casino Alton Alton, IL Boat — Land, buildings 4 Argosy Casino Riverside Riverside, MO — — Land (4) , buildings, barge 45 Hollywood Casino Aurora Aurora, IL — — Land, buildings, barge 2 Hollywood Casino Joliet Joliet, IL — — Land, buildings, barge 276 Hollywood Casino at Kansas Speedway Kansas City, KS Land, buildings 101 — — Hollywood Casino St.
Risk Factors, “Risks Related to our Information Systems and Technology” for additional discussion of cybersecurity risks to our business. 29 Table of Contents ITEM 2. PROPERTIES As detailed in Item 1.
Risk Factors, “Risks Related to our Information Systems and Technology” for additional discussion of cybersecurity risks to our business. 30 Table of Contents ITEM 2. PROPERTIES As detailed in Item 1.
All periodic and mandatory training is scaled to reflect the roles, responsibilities and information systems access of applicable personnel. • Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are tested and evaluated on a regular basis. • Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, accounting, risk management, internal audit, and other key business functions, as well as the members of the Board and the Audit Committee of the Board in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner. • Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s ERM function, the Company’s Chief Information Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.
All periodic and mandatory training is scaled to reflect the roles, responsibilities and information systems access of applicable personnel. • Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are tested and evaluated on a regular basis. 28 Table of Contents • Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, accounting, risk management, internal audit, and other key business functions, as well as the members of the Board and the Audit Committee of the Board in a dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds designed to help ensure that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner. • Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s ERM function, the Company’s Chief Information Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.
(6) The land, racetrack, and buildings used in the operations of Retama Park Racetrack are owned by the City of Selma, Texas. (7) Simulcast racing operations.
(7) The land, racetrack, and buildings used in the operations of Retama Park Racetrack are owned by the City of Selma, Texas. (8) Simulcast racing operations.
Louis, MO — — Land (5) , buildings, barge 83 Other Freehold Raceway Freehold, NJ Land, racetrack, buildings 51 — — Cherry Hill, NJ Undeveloped land 10 — — Retama Park Racetrack (6) Selma, TX Undeveloped land — — — Sam Houston Race Park Houston, TX Land, racetrack, buildings 168 — — Sanford-Orlando Kennel Club (7) Longwood, FL Land, building 2 — — Valley Race Park Harlingen, TX Land, racetrack, buildings 71 — — 877 4,443 30 Table of Contents (1) Of which, 393 acres is undeveloped land surrounding Hollywood Casino at PENN National Race Course.
Louis, MO — — Land (5) , buildings, barge 83 Other Freehold Raceway (6) Freehold, NJ Land, racetrack, buildings 51 — — Cherry Hill, NJ Undeveloped land 10 — — Retama Park Racetrack (7) Selma, TX Undeveloped land — — — Sam Houston Race Park Houston, TX Land, racetrack, buildings 168 — — Sanford-Orlando Kennel Club (8) Longwood, FL Land, building 2 — — Valley Race Park Harlingen, TX Land, racetrack, buildings 71 — — 771 4,442 31 Table of Contents (1) Of which, 393 acres is undeveloped land surrounding Hollywood Casino at PENN National Race Course.
The Board and the Audit Committee are also informed of any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed.
The Board and the Audit Committee are also informed of identified cybersecurity incidents that meet established reporting thresholds, as well as ongoing updates regarding each such incident until it has been addressed.
We lease office and warehouse space in various locations outside of our operating properties, including 93,117 square feet of office space in Las Vegas, Nevada of which 86,542 is currently subleased and 6,575 is office space; 41,016 square feet of executive office and warehouse space in Wyomissing, Pennsylvania; 81,929 square feet of office space in Toronto, Ontario; 32,212 square feet of office space in Cherry Hill, New Jersey; 29,609 square feet of office space in Philadelphia, Pennsylvania; 22,049 square feet of office space in Hoboken, New Jersey; 3,150 square feet of office space in Greenfield, Massachusetts; 6,847 square feet of office space in San Francisco, California which the entirety of is currently subleased; 4,016 square feet of office space in Gibraltar, and 10,000 square feet of warehouse space in Aurora, Illinois.
We lease office and warehouse space in various locations outside of our operating properties, including 6,575 square feet of office space in Las Vegas, Nevada; 41,016 square feet of executive office and warehouse space in Wyomissing, Pennsylvania; 81,929 square feet of office space in Toronto, Ontario; 32,212 square feet of office space in Cherry Hill, New Jersey; 29,609 square feet of office space in Philadelphia, Pennsylvania; 22,049 square feet of office space in Hoboken, New Jersey; 3,150 square feet of office space in Greenfield, Massachusetts; 4,016 square feet of office space in Gibraltar; and 10,000 square feet of warehouse space in Aurora, Illinois.
The Company’s cybersecurity policies, standards, and practices follow recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization, and other applicable industry standards.
The Company’s cybersecurity policies, standards, and practices are intended to align with recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization, and other applicable industry standards.
The Company’s Chief Information Officer serves as Chair of the Company’s Cyber Security Committee and works in coordination with the other members of the Cyber Security Committee, which includes our Vice President of Information Security, EVP, Operations, EVP, Chief Financial Officer, Chief Compliance Officer, and VP, Legal – Intellectual Property and Privacy, who also serves as the Company’s Privacy Compliance Officer and Data Protection Officer.
The Company’s Chief Information Officer serves as Chair of the Company’s Cyber Security Committee and works in coordination with the other members of the Cyber Security Committee, which includes our Chief Technology Officer; Chief Information Security Officer; EVP, Operations; EVP, Chief Financial Officer; Chief Compliance Officer; Chief Accounting Officer; Chief Legal Officer; Deputy Chief Compliance Officer; SVP, Public Affairs; VP, Risk Management; VP, Internal Audit; and VP, Legal – Intellectual Property and Privacy, who also serves as the Company’s Privacy Compliance Officer and Data Protection Officer.
(2) Of which, 53 acres is wetlands. (3) Of which, 3 acres is subject to the PENN Master Lease. (4) Of which, 38 acres is subject to the PENN Master Lease. (5) Of which, 24 acres is land surrounding River City Casino reserved for community and recreational facilities.
(2) Of which, 53 acres is wetlands. (3) Of which, 3 acres is subject to the PENN Master Lease. (4) Of which, 38 acres is subject to the PENN Master Lease. (5) Of which, 24 acres is land surrounding River City Casino reserved for community and recreational facilities. (6) Operations at Freehold Raceway ceased on December 28, 2024.
The Company’s Vice President of Information Security has served in various roles in information technology and information security for over 25 years, including serving as Vice President of Information Security and Product Security Officer for large public companies.
The Company’s Chief Information Security Officer has served in various roles in information technology and information security for over 25 years, including serving as Vice President of Information Security and Product Security Officer for large public companies. In addition, the Company’s Chief Information Security Officer has previously held roles including Security Risk Assessor, Security Policy Development, and Security Architect.
The Company engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness.
The Company engages third parties to perform assessments of our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits, and reviews are reported to the Company’s Cyber Security Committee, and when appropriate, the Audit Committee and the Board.
At least once each quarter, 28 Table of Contents the Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Information Officer, and at least annually, or more frequently as necessary, the Company’s Chief Information Officer meets with the Audit Committee to discuss cybersecurity risk management.
The Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Information Officer, and, as necessary, the Company’s Chief Information Officer meets with the Audit Committee to discuss cybersecurity risk management.
The Company’s Vice President of Information Security has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S. in Electrical Engineering from Fairleigh Dickinson University.
The Company’s Chief Information Security Officer has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S. in Electrical Engineering from Fairleigh Dickinson University. 29 Table of Contents The Company’s Chief Information Officer and Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and designed to allow the Company to promptly respond to any cybersecurity incidents in accordance with the Company’s Security Incident Response Plan.
The results of such assessments, audits, and reviews are reported to the Company’s Cyber Security Committee, and when appropriate, the Audit Committee, and the Board, and the Company adjusts its cybersecurity policies, standards, processes, and practices at least annually, or more frequently as necessary, based on the information provided by the assessments, audits, and reviews.
The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the assessments, audits, and reviews.
Removed
In addition, the Company’s Vice President of Information Security has previously held roles including Security Risk Assessor, Security Policy Development, and Security Architect.
Added
The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the specific goals of: (i) identifying, preventing, and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security, and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; (iv) maintaining the confidence of our customers, clients, and business partners; and (v) providing appropriate public disclosure of cybersecurity risks, and incidents when required.
Removed
The Company’s Chief Information Officer and Vice President of Information Security, in coordination with the Company’s Cyber Security Committee, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s Security Incident Response Plan.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+1 added−1 removed0 unchanged
Biggest changeAlthough the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its results of operations, financial position or cash flows.
Biggest changeAlthough the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable.
ITEM 3. LEGAL PROCEEDINGS The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business.
ITEM 3. LEGAL PROCEEDINGS The Company is subject to various legal and administrative proceedings from time to time relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business.
Removed
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Added
The Company currently does not believe that the final outcome of these matters will have a material adverse effect on its results of operations, financial position or cash flows. For a discussion of risks related to legal proceedings and contingencies, refer to “Item 1A. Risk Factors.” ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−3 removed5 unchanged
Biggest changeThe issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Purchases of Equity Securities On February 1, 2022, our Board of Directors authorized the repurchase of up to $750.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “February 2022 Authorization”).
Biggest changeSales of Unregistered Equity Securities We have not sold any equity securities during the year ended December 31, 2024 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the year. 32 Table of Contents Purchases of Equity Securities On February 1, 2022, our Board of Directors authorized the repurchase of up to $750.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “February 2022 Authorization”).
The comparative returns shown in the graph assumes the investment of $100 in the Company’s Common Stock, the S&P 500 Index, and the Russell 3000 Casino and Gambling Index on December 31, 2018.
The comparative returns shown in the graph assumes the investment of $100 in the Company’s Common Stock, the S&P 500 Index, and the Russell 3000 Casino and Gambling Index on December 31, 2019.
If the last day of the applicable year is not a trading day, the preceding trading day is used. E. Historical returns are not indicative of future returns. ITEM 6. RESERVED
If the last day of the applicable year is not a trading day, the preceding trading day is used. E. Historical returns are not indicative of future returns. 33 Table of Contents ITEM 6. RESERVED
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Ticker Symbol and Holders of Record Our common stock is quoted on the NASDAQ Global Select Market under the symbol “PENN.” As of February 19, 2024, there were 1,525 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Ticker Symbol and Holders of Record Our common stock is quoted on the NASDAQ Global Select Market under the symbol “PENN.” As of February 24, 2025, there were 1,469 holders of record of our common stock.
As of December 31, 2023, the remaining availability under our December 2022 Authorization was $749.5 million. 32 Table of Contents Stock Performance Graph The following graph compares the cumulative total shareholder return for the Company's Common Stock since December 31, 2018 to the total returns of the S&P 500 Index and the Russell 3000 Casino and Gambling Index.
As of December 31, 2024, the remaining availability under our December 2022 Authorization was $749.5 million. Stock Performance Graph The following graph compares the cumulative total shareholder return for the Company's Common Stock since December 31, 2019 to the total returns of the S&P 500 Index and the Russell 3000 Casino and Gambling Index.
Stock repurchases, if any, will be funded using our available liquidity. The timing and amount of stock repurchases, if any, will depend on a variety of factors, including but not limited to, market conditions and corporate and regulatory considerations.
Stock repurchases, if any, will be funded using our available liquidity. The timing and amount of stock repurchases, if any, will depend on a variety of factors, including but not limited to, market conditions and corporate and regulatory considerations. We did not repurchase any shares of our common stock during the fourth quarter of the year ended December 31, 2024.
Removed
Sales of Unregistered Equity Securities We have not sold any equity securities during the year ended December 31, 2023 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the year. 31 Table of Contents On February 17, 2023, the Company issued 2,442,809 shares of our common stock in conjunction with the Barstool Acquisition (as defined and described in Note 7, “Investments in and Advances to Unconsolidated Affiliates” in the notes to our Consolidated Financial Statements).
Added
Period Ending December 31, Index 2019 2020 2021 2022 2023 2024 PENN Entertainment, Inc. $ 100.00 $ 337.91 $ 202.86 $ 116.20 $ 101.80 $ 77.54 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Russell 3000 Casino and Gambling Index $ 100.00 $ 115.20 $ 113.53 $ 84.96 $ 106.92 $ 102.89 A.
Removed
As of December 31, 2023, we have repurchased a total of 5,438,221 shares of our common stock at an average price of $27.54. We did not repurchase any shares of our common stock during the fourth quarter of the year ended December 31, 2023.
Removed
Period Ending December 31, Index 2018 2019 2020 2021 2022 2023 PENN Entertainment, Inc. $ 100.00 $ 135.74 $ 458.68 $ 275.36 $ 157.73 $ 138.18 S&P 500 $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 Russell 3000 Casino and Gambling Index $ 100.00 $ 144.53 $ 162.37 $ 160.01 $ 119.75 $ 150.70 A.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

129 edited+43 added−58 removed64 unchanged
Biggest changeConsolidated comparison of the years ended December 31, 2023 and 2022 Revenues The following table presents our consolidated revenues: For the year ended December 31, $ Change % Change (dollars in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 2023 vs. 2022 2022 vs. 2021 Revenues Gaming $ 4,905.8 $ 5,201.7 $ 4,945.3 $ (295.9) $ 256.4 (5.7) % 5.2 % Food, beverage, hotel and other 1,457.1 1,200.0 959.7 257.1 240.3 21.4 % 25.0 % Total revenues $ 6,362.9 $ 6,401.7 $ 5,905.0 $ (38.8) $ 496.7 (0.6) % 8.4 % Gaming revenues for the year ended December 31, 2023 decreased by $295.9 million compared to the prior year primarily due to a decrease in visitation in the South segment, decreases in online gaming revenues in our Interactive segment due to elevated promotional expense related to customer acquisitions through the launch of ESPN BET , and the sale of the Tropicana Las Vegas Hotel and Casino, Inc.
Biggest changeFor the year ended December 31, 2022, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land and building components associated with the operations of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022). 38 Table of Contents Consolidated comparison of the years ended December 31, 2024 and 2023 Revenues The following table presents our consolidated revenues: For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Revenues Gaming $ 5,169.5 $ 4,905.8 $ 5,201.7 $ 263.7 $ (295.9) 5.4 % (5.7) % Food, beverage, hotel and other 1,408.6 1,457.1 1,200.0 (48.5) 257.1 (3.3) % 21.4 % Total revenues $ 6,578.1 $ 6,362.9 $ 6,401.7 $ 215.2 $ (38.8) 3.4 % (0.6) % Gaming revenues for the year ended December 31, 2024 increased by $263.7 million compared to the prior year, primarily due to an increase in gaming revenues at our Interactive segment, partially offset by a decrease in gaming revenues within our South segment.
We expect the majority of our future growth to come from our online sports betting and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansions of gaming in existing jurisdictions; and strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses.
We expect the majority of our future growth to come from our online sports betting and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansions of gaming in existing jurisdictions; strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses.
For table games, customers usually purchase chips at the gaming tables. The cash and markers (extensions of credit granted to certain credit-worthy customers) are deposited in the gaming table’s drop box.
For table games, customers usually purchase chips at the tables. The cash and markers (extensions of credit granted to certain credit-worthy customers) are deposited in the gaming table’s drop box.
As such, the value of the gaming license is a function of the following assumptions: • Projected revenues and operating cash flows (including an allocation of the projected payments under any applicable Triple Net Lease); • Estimated construction costs and duration; • Pre-opening expenses; and • Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license.
As such, the value of the gaming license is a function of the following assumptions: • Projected revenues and operating cash flows (including an allocation of the projected payments under any applicable Triple Net Lease); • Estimated construction costs and duration; • Estimated pre-opening expenses; and • Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license.
The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus, and M Resort (the “Other Development Projects”).
The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus, and M Resort (the “Other Development Projects” and together with the Aurora Project, the “PENN Development Projects”).
Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net; income taxes; depreciation and amortization; and stock-based compensation expense) added back for Barstool (prior to our acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture.
Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense) added back for Barstool Sports (prior to our acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture.
The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots. Given the stability in our slot hold percentages on a historical basis, we have not experienced significant impacts to net income (loss) from changes in these percentages.
The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots. Given the stability in our slot hold percentages on a historical basis, we have not experienced significant impacts to net income from changes in these percentages.
See Note 11, “Long-term Debt” in the notes to our Consolidated Financial Statements for additional information of the Company ’ s debt and other long-term obligations. Share Repurchase Authorizations During the second quarter of 2023, we completed our $750 million share repurchase authorization approved by the Board of Directors on February 1, 2022 (the “February 2022 Authorization”).
See Note 10, “Long-term Debt” in the notes to our Consolidated Financial Statements for additional information of the Company ’ s debt and other long-term obligations. Share Repurchase Authorizations During the second quarter of 2023, we completed our $750 million share repurchase authorization approved by the Board of Directors on February 1, 2022 (the “February 2022 Authorization”).
Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the AR PENN Master Lease, the 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and the Pinnacle Master Lease (all of which are defined in Note 12, “Leases” in the notes to our Consolidated Financial Statements ), each with GLPI.
Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the AR PENN Master Lease, the 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and the Pinnacle Master Lease (all of which are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements ), each with GLPI.
As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-end play, which can lead to volatility in hold percentages. Therefore, changes in table game hold percentages do not typically have a material impact to our results of operations and cash flows.
As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-value play, which can lead to volatility in hold percentages. Therefore, changes in table game hold percentages do not typically have a material impact to our results of operations and cash flows.
In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue warrants pursuant to the Investment Agreement (see Note 13, “Commitments and Contingencies” in the notes to our Consolidated Financial Statements for additional information).
In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue warrants pursuant to the Investment Agreement (see Note 12, “Commitments and Contingencies” in the notes to our Consolidated Financial Statements for additional information).
Recent Acquisitions, Development Projects and Other On February 17, 2023, we acquired the remaining 64% of the outstanding shares of Barstool Sports, Inc.
Recent Acquisitions, Dispositions, Development Projects, and Other On February 17, 2023, we acquired the remaining 64% of the outstanding shares of Barstool Sports, Inc.
(Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 12, “Leases” in the notes to our Consolidated Financial Statements and collectively referred to as the “Master Leases”).
(Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements and collectively referred to as the “Master Leases”).
The vast majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties.
The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties.
See Note 14, “Income Taxes” to our Consolidated Financial Statements for further discussion. Our effective income tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowance, and the level of our tax credits.
See Note 13, “Income Taxes” to our Consolidated Financial Statements for further discussion. Our effective income tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowance, and the level of our tax credits.
Under our Triple Net Leases, in addition to lease payments for the real estate assets, we are required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Under our Triple Net Leases, in addition to lease payments for the real estate assets, we are required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for 49 Table of Contents the leased properties and the business conducted on the leased properties.
We refer to the Master Leases, Perryville Lease (where applicable), the Meadows Lease (where applicable), the Margaritaville Lease, the Greektown Lease, the Tropicana Lease (terminated September 26, 2022) and the Morgantown Lease, collectively, as our “Triple Net Leases”. The Company’s Triple Net Leases are accounted for as either operating leases, finance leases, or financing obligations.
We refer to the Master Leases, Perryville Lease (where applicable), the Meadows Lease (where applicable), the Margaritaville Lease, the Greektown Lease, the Tropicana Lease (terminated September 26, 2022) and the Morgantown Lease, collectively, as our “Triple Net Leases.” The Company’s Triple Net Leases are accounted for as either operating leases, finance leases, or financing obligations.
Gain on Barstool Acquisition, net relates to the gain on our acquisition of all the outstanding shares of Barstool common stock not already owned by us on February 17, 2023 as described in Note 6, “Acquisitions and Dispositions” to our Consolidated Financial Statements.
Gain on Barstool Acquisition, net relates to the gain on our acquisition of all the outstanding shares of Barstool common stock not already owned by us on February 17, 2023 as described in Note 5, “Acquisitions and Dispositions” to our Consolidated Financial Statements.
Triple Net Leases The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are with GLPI, and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 12, “Leases” in the notes to our Consolidated Financial Statements, and collectively referred to as the “Master Leases”).
Triple Net Leases The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements, and collectively referred to as the “Master Leases”) with GLPI.
The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Annual Report on Form 10-K with the SEC.
The Company believes that it will remain in compliance with all of its required financial covenants for at least the next 12 months following the date of filing this Annual Report on Form 10-K with the SEC.
As noted within “Non-GAAP Financial Measures” below, Adjusted EBITDAR, and the related margin, is presented on a consolidated basis outside the financial statements solely as a valuation metric. (4) For the year ended December 31, 2023, pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.
As noted within “Non-GAAP Financial Measures” below, Adjusted EBITDAR, and the related margin, is presented on a consolidated basis outside the financial statements solely as a valuation metric. (4) For the years ended December 31, 2024 and 2023, pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.
At December 31, 2023, we had $2.8 billion in aggregate principal amount of indebtedness, including $1.5 billion outstanding under our Amended Credit Facilities, $330.5 million outstanding under our 2.75% unsecured convertible notes due 2026 (the “Convertible Notes”), $400.0 million outstanding under our 5.625% senior unsecured notes due 2027 (the “5.625% Notes”), $400.0 million outstanding under our 4.125% senior unsecured notes due 2029 (the “4.125% Notes”), and $173.5 million outstanding in other long-term obligations.
At December 31, 2024, we had $2.8 billion in aggregate principal amount of indebtedness, including $1.5 billion outstanding under our Amended Credit Facilities, $330.5 million outstanding under our 2.75% unsecured convertible notes due 2026 (the “Convertible Notes”), $400.0 million outstanding under our 5.625% senior unsecured notes due 2027 (the “5.625% Notes”), $400.0 million outstanding under our 4.125% senior unsecured notes due 2029 (the “4.125% Notes”), and $210.5 million outstanding in other long-term obligations.
The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing.
The evaluation of gaming license intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the gaming license indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing.
Other For the year ended December 31, $ Change % / bps Change (dollars in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 2023 vs. 2022 2022 vs. 2021 Revenues: Food, beverage, hotel, and other $ 20.2 $ 21.3 $ 10.6 $ (1.1) $ 10.7 (5.2) % 100.9 % Total revenues $ 20.2 $ 21.3 $ 10.6 $ (1.1) $ 10.7 (5.2) % 100.9 % Adjusted EBITDAR $ (110.8) $ (97.6) $ (100.7) $ (13.2) $ 3.1 N/M N/M N/M - Not meaningful Other consists of the Company’s stand-alone racing operations, as well as corporate overhead costs, which primarily includes certain expenses such as payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.
Other For the year ended December 31, $ Change % / bps Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Revenues: Food, beverage, hotel, and other $ 19.6 $ 20.2 $ 21.3 $ (0.6) $ (1.1) (3.0) % (5.2) % Total revenues $ 19.6 $ 20.2 $ 21.3 $ (0.6) $ (1.1) (3.0) % (5.2) % Adjusted EBITDAR $ (116.7) $ (110.8) $ (97.6) $ (5.9) $ (13.2) N/M N/M N/M - Not meaningful Other consists of the Company’s stand-alone racing operations, as well as corporate overhead costs, which primarily includes certain expenses such as payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.
This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2023 compared to December 31, 2022 .
This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2024 compared to December 31, 2023 .
The 2023 Master Lease includes the 2023 Master Lease Base Rent equal to $232.2 million and the Master Development Agreement contains additional rent equal to (i) 7.75% of any project funding received by PENN from GLPI for the Aurora Project and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects.
The 2023 Master Lease includes the 2023 Master Lease Base Rent equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for the Aurora Project and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects.
Additionally, it does not include a total of $254.5 million related to the payments associated with our (i) contingent purchase price obligations; and (ii) financing arrangement in which we received upfront cash proceeds permitting us to participate in future claims, as they are not fixed obligations.
Additionally, it does not include a total of $243.1 million related to the payments associated with our (i) contingent purchase price obligations; and (ii) financing arrangement in which we received upfront cash proceeds permitting us to participate in future claims, as they are not fixed obligations.
If we consummate significant acquisitions in the future or undertake any significant property expansions, our cash requirements may increase significantly, and we may need to make additional borrowings or complete equity or debt financings to meet these requirements. See “Risk Factors—Risks Related to Our Capital Structure” within “Item 1A.
If we consummate significant acquisitions in the future or undertake any significant property expansions, our cash requirements may increase significantly, and we may need to make additional borrowings or complete equity or debt financings to meet these 50 Table of Contents requirements. See “Risk Factors—Risks Related to Our Capital Structure” within “Item 1A.
Our gaming revenue is derived primarily from slot machines (which represented approximately 85%, 84%, and 84% of our gaming revenue in 2023, 2022, and 2021, respectively) and, to a lesser extent, table games, online sports betting, and iCasino.
Our gaming revenue is derived primarily from slot machines (which represented approximately 86%, 85%, and 84% of our gaming revenue in 2024, 2023, and 2022, respectively) and, to a lesser extent, table games, online sports betting, and iCasino.
(“theScore”) and our Sportsbook Agreement with ESPN reflects our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment. Operating and Competitive Environment Most of our properties operate in mature, competitive markets.
In addition, the acquisition of theScore and our Sportsbook Agreement with ESPN reflects our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment. Operating and Competitive Environment Most of our properties operate in mature, competitive markets.
On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the PENN Master Lease, effective January 1, 2023, to (i) remove the land and buildings for Aurora, Joliet, Columbus, Toledo and the M Resort, and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
On February 21, 2023, the Company and GLPI entered into the AR PENN Master Lease, effective January 1, 2023, which amended and restated the PENN Master Lease to (i) remove the land and buildings for Aurora, Joliet, Columbus, Toledo, and the M Resort, and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
See Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion and disclosure related to the Company’s leases.
See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion and disclosure related to the Company’s leases.
We seek to grow our customer database and PENN Play TM loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc.
We seek to grow our customer database and PENN Play loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as The Kroger Company, Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc.
In conjunction with entering into the 2023 Master Lease, the individual triple net leases associated with the Meadows Lease and the Perryville Lease were terminated which resulted in a $6.5 million loss from the derecognition of ROU assets and lease liabilities. See Note 12, “Leases” to our Consolidated Financial Statements for additional details on both of these transactions.
In conjunction with entering into the 2023 Master Lease, the individual triple net leases associated with Meadows and Perryville were terminated which resulted in a $6.5 million loss from the derecognition of right-of-use assets and lease liabilities. See Note 11, “Leases” to our Consolidated Financial Statements for additional details on both of these transactions.
We consider our gaming licenses, trademarks, and certain other intangible assets as indefinite-lived intangible assets that do not require amortization based on our future expectations to operate our gaming properties indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various jurisdictional commissions.
Gaming licenses We consider our gaming licenses as indefinite-lived intangible assets that do not require amortization based on our future expectations to operate our gaming properties indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various jurisdictional commissions.
However, our 49 Table of Contents ability to generate sufficient cash flow from operations will depend on a range of economic, competitive and business factors, many of which are outside our control.
However, our ability to generate sufficient cash flow from operations will depend on a range of economic, competitive and business factors, many of which are outside our control.
For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies” in the notes to our Consolidated Financial Statements. 36 Table of Contents RESULTS OF OPERATIONS The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment.
For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies and Basis of Presentation” in the notes to our Consolidated Financial Statements. 37 Table of Contents RESULTS OF OPERATIONS The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment.
On December 6, 2022, a second share repurchase program was authorized for an additional $750 million (the “December 2022 Authorization”). The December 2022 Authorization expires on December 31, 2025. 47 Table of Contents The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization.
On December 6, 2022, a second share repurchase program was authorized for an additional $750 million (the “December 2022 Authorization”). The December 2022 Authorization expires on December 31, 2025. The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization.
See the “Segment comparison of the years ended December 31, 2023 and 2022” section below for discussions on our results of operations by reportable segment. Key Performance Indicators In our business, revenue is driven by discretionary consumer spending.
See the “Segment comparison of the years ended December 31, 2024 and 2023” section below for discussions on our results of operations by reportable segment. Key Performance Indicators In our business, revenue is driven by discretionary consumer spending.
We define Adjusted EBITDA as earnings before interest expense, net; interest income; income taxes; depreciation and amortization; stock-based compensation; debt extinguishment charges; impairment losses; insurance recoveries, net of 43 Table of Contents deductible charges; changes in the estimated fair value of our contingent purchase price obligations; gain or loss on disposal of assets; the difference between budget and actual expense for cash-settled stock-based awards; pre-opening expenses; loss on disposal of a business; non-cash gains/losses associated with REIT transactions as described in Note 12, “Leases” to our Consolidated Financial Statements; non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC 805 “Business Combinations”; and other.
We define Adjusted EBITDA as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of business, non-cash gains/losses associated with REIT transactions as described in Note 11, “Leases” to our Consolidated Financial Statements, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations,” and other.
The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 6, “Acquisitions and Dispositions” ).
The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements ).
Our typical property slot win percentage is in the range of approximately 7% to 11% of slot handle, and our typical table game hold percentage is in the range of approximately 12% to 28% of table game drop. Slot handle is the gross amount wagered during a given period.
Our typical property slot win percentage is in the range of approximately 5% to 11% of slot handle, and our typical table game hold percentage is in the range of approximately 12% to 29% of table game drop. Slot handle is the gross amount wagered during a given period.
Payments to our REIT Landlords under Triple Net Leases Total payments made to our REIT Landlords, GLPI and VICI, were as follows: For the year ended December 31, (in millions) 2023 2022 2021 AR PENN Master Lease $ 284.1 $ — $ — 2023 Master Lease 232.8 — — PENN Master Lease — 480.3 475.7 Pinnacle Master Lease 339.4 334.1 328.3 Perryville Lease — 7.8 3.9 Meadows Lease — 24.6 24.9 Margaritaville Lease 26.2 23.8 23.5 Greektown Lease 52.2 51.3 53.1 Morgantown Lease 3.1 3.1 3.0 Total (1) $ 937.8 $ 925.0 $ 912.4 (1) Cash rent payable under the Tropicana Lease was nominal prior to the lease termination on September 26, 2022.
Payments to our REIT Landlords under Triple Net Leases Total payments made to our REIT Landlords, GLPI and VICI, were as follows: For the year ended December 31, (in millions) 2024 2023 2022 AR PENN Master Lease $ 284.6 $ 284.1 $ — 2023 Master Lease 236.2 232.8 — PENN Master Lease — — 480.3 Pinnacle Master Lease 346.7 339.4 334.1 Perryville Lease — — 7.8 Meadows Lease — — 24.6 Margaritaville Lease 26.8 26.2 23.8 Greektown Lease 52.9 52.2 51.3 Morgantown Lease 3.2 3.1 3.1 Total (1) $ 950.4 $ 937.8 $ 925.0 (1) Cash rent payable under the Tropicana Lease was nominal prior to the lease termination on September 26, 2022.
The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses and other general and administrative expenses that do not directly relate or have not otherwise been allocated. Corporate overhead costs $106.7 million, $98.5 million, and $103.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate or have not otherwise been allocated. Corporate overhead costs were $104.8 million, $106.7 million, and $98.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.
We further define Adjusted EBITDAR margin by reportable segment as Adjusted EBITDAR for each segment divided by segment revenues. 44 Table of Contents Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures The following table includes a reconciliation of net income (loss), which is determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures, as well as related margins: For the year ended December 31, (dollars in millions) 2023 2022 2021 Net income (loss) $ (491.4) $ 221.7 $ 420.5 Income tax (benefit) expense (8.2) (46.4) 118.6 Interest expense, net 464.7 758.2 562.8 Interest income (40.3) (18.3) (1.1) Income from unconsolidated affiliates (25.3) (23.7) (38.7) Gain on Barstool Acquisition, net (83.4) — — Gain on REIT transactions, net (500.8) — — Loss on early extinguishment of debt — 10.4 — Other (income) expense (5.5) 72.1 (2.5) Operating income (loss) (690.2) 974.0 1,059.6 Loss on disposal of Barstool 923.2 — — Stock-based compensation (1) 85.9 58.1 35.1 Cash-settled stock-based award variance (1)(2) (13.8) (15.5) 1.2 Loss on disposal of assets (1) 0.1 7.9 1.1 Contingent purchase price (1) 1.9 (0.6) 1.9 Pre-opening expenses (1)(3) — 4.1 5.4 Depreciation and amortization 435.1 567.5 344.5 Impairment losses (4) 130.6 118.2 — Insurance recoveries, net of deductible charges (1) (13.9) (10.7) — Income from unconsolidated affiliates 25.3 23.7 38.7 Non-operating items of equity method investments (5) 7.4 7.9 7.7 Other expenses (1)(3)(6) 29.9 55.2 44.8 Adjusted EBITDA 921.5 1,789.8 1,540.0 Rent expense associated with triple net operating leases (1) 591.1 149.6 454.4 Adjusted EBITDAR $ 1,512.6 $ 1,939.4 $ 1,994.4 Net income (loss) margin (7.7) % 3.5 % 7.1 % Adjusted EBITDA margin 14.5 % 28.0 % 26.1 % Adjusted EBITDAR margin 23.8 % 30.3 % 33.8 % (1 ) These items are included in “General and administrative” within the Company’s Consolidated Statements of Operations.
We further define Adjusted EBITDAR margin by reportable segment as Adjusted EBITDAR for each segment divided by segment revenues. 45 Table of Contents Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures The following table includes a reconciliation of net income (loss), which is determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures, as well as related margins: For the year ended December 31, (dollars in millions) 2024 2023 2022 Net income (loss) $ (313.3) $ (491.4) $ 221.7 Income tax benefit (28.0) (8.2) (46.4) Interest expense, net 470.5 464.7 758.2 Interest income (23.6) (40.3) (18.3) Income from unconsolidated affiliates (28.1) (25.3) (23.7) Gain on Barstool Acquisition, net — (83.4) — Gain on REIT transactions, net — (500.8) — Loss on early extinguishment of debt 0.3 — 10.4 Other (income) expense (5.3) (5.5) 72.1 Operating income (loss) 72.5 (690.2) 974.0 Loss on disposal of Barstool — 923.2 — Stock-based compensation (1) 52.9 85.9 58.1 Cash-settled stock-based award variance (1)(2) (18.7) (13.8) (15.5) Loss on disposal of assets (1) 10.0 0.1 7.9 Contingent purchase price (1) (1.2) 1.9 (0.6) Pre-opening expenses (1) — — 4.1 Depreciation and amortization 433.6 435.1 567.5 Impairment losses (3) 89.1 130.6 118.2 Insurance recoveries, net of deductible charges (1) (5.5) (13.9) (10.7) Income from unconsolidated affiliates 28.1 25.3 23.7 Non-operating items of equity method investments (4) 4.4 7.4 7.9 Other expenses (1)(5) 7.0 29.9 55.2 Adjusted EBITDA 672.2 921.5 1,789.8 Rent expense associated with triple net operating leases (1) 620.1 591.1 149.6 Adjusted EBITDAR $ 1,292.3 $ 1,512.6 $ 1,939.4 Net income (loss) margin (4.8) % (7.7) % 3.5 % Adjusted EBITDA margin 10.2 % 14.5 % 28.0 % Adjusted EBITDAR margin 19.6 % 23.8 % 30.3 % (1 ) These items are included in “General and administrative” within the Company’s Consolidated Statements of Operations.
Rather, these intangible assets are tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized.
Rather, these gaming licenses are tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the gaming licenses exceed their fair value, an impairment loss is recognized.
(6) Consists of non-recurring acquisition and transaction costs, and finance transformation costs associated with the implementation of our new Enterprise Resource Management system. 45 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity and capital resources have been and will continue to be cash flow from operations, borrowings from banks and proceeds from the issuance of debt and equity securities.
(5) Consists of non-recurring acquisition and transaction costs, and finance transformation costs associated with the implementation of our new Enterprise Resource Management system. 46 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity and capital resources have been and are expected to be cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.
If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit).
The Company compares the fair value of the Interactive reporting unit to its carrying amount. If the carrying amount of the Interactive reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the Interactive reporting unit).
For example, decreases in discretionary consumer spending have historically been brought about by weakened general economic conditions, such as recessions, inflation, rising interest rate environments, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, high fuel or other transportation costs, low consumer confidence, and the effects of pandemics.
For example, decreases in discretionary consumer spending have historically been brought about by actual or perceived weakened general economic conditions, such as recessions, inflation, rising interest rate environments, tight credit conditions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, high fuel or other transportation costs, low consumer confidence, global hostilities, political or social unrest, and the effects of pandemics.
Investing Cash Flow Cash used in investing activities for the year ended December 31, 2023 of $742.6 million is primarily due to consideration paid for the Barstool Acquisition, net of cash acquired, of $314.6 million and capital expenditures of $360.0 million.
For the year ended December 31, 2023, cash used in investing activities was primarily related to consideration paid for the Barstool Acquisition, net of cash acquired, of $314.6 million and capital expenditures of $360.0 million .
For quantitative goodwill impairment tests, an income approach, in which a discounted cash flow (“DCF”) model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization from the Company’s peer group are utilized in order to estimate the fair market value of the Company’s reporting units.
For our quantitative goodwill impairment test for the Interactive goodwill, an income approach, in which a discounted cash flow (“DCF”) model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from Interactive’s peer group are utilized in order to estimate the fair market value of the Interactive reporting unit.
We view each of our gaming and racing properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.
Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.
On February 21, 2023, as described in Note 12, “Leases” in the notes to our Consolidated Financial Statements, the Company and GLPI entered into an agreement to amend and restate the PENN Master Lease (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”), and the M Resort Spa 34 Table of Contents Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
For information on the tax-related impacts from the Barstool transaction, see Note 13, “Income Taxes” in the notes to our Consolidated Financial Statements. 34 Table of Contents On February 21, 2023, as described in Note 11, “Leases” in the notes to our Consolidated Financial Statements, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”), and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. In addition, the acquisition of Score Media and Gaming, Inc.
We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties.
See “Segment comparison of the years ended December 31, 2023 and 2022” below for more detailed explanations of the fluctuations in revenues.
See “Segment comparison of the years ended December 31, 2024 and 2023” below for more detailed explanations of the fluctuations in revenues.
Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into the 2023 Master Lease, effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Meadows, and Perryville and the Master Development Agreement.
Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into the 2023 Master Lease, effective January 1, 2023, specific to the properties associated with Aurora, Joliet, Columbus, Toledo, M Resort, Meadows, and Perryville and the Master Development Agreement. The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville.
See Note 9, “ Goodwill and Other Intangible Assets . ” (5) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 6, “Acquisitions and Dispositions” ) and our Kansas Entertainment joint venture.
(4) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ) and our Kansas Entertainment joint venture.
No amounts were drawn on our Amended Revolving Credit Facility. We have no debt maturing prior to 2026. As of December 31, 2023 we had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $21.7 million resulting in $978.3 million available borrowing capacity under our Amended Revolving Credit Facility.
No amounts were drawn on our Amended Revolving Credit Facility. We have no debt maturing prior to 2026. As of December 31, 2024 we had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $20.9 million resulting in $979.1 million available borrowing capacity under our Amended Revolving Credit Facility.
As of December 31, 2023 , we are required to make total annual minimum rent payments of $962.7 million , of which $943.6 million relates to our Triple Net Leases. Additionally, our Triple Net Leases are subject to annual escalators and periodic percentage rent resets, as applicable.
As of December 31, 2024 , we are required to make total annual minimum rent payments of $969.7 million , of which $953.2 million relates to our Triple Net Leases. Additionally, our Triple Net Leases are subject to annual escalators and periodic percentage rent resets, as applicable.
Equity securities were provided to the Company in conjunction with entering into multi-year agreements with sports betting operators for online sports betting and iCasino market access across our portfolio. For the year ended December 31, 2023, other income primarily consisted of dividend income of $10.8 million, offset by unrealized holding losses of $6.4 million on equity shares.
Equity securities were provided to the Company in conjunction with entering into multi-year agreements with sports betting operators for online sports betting and iCasino market access across our portfolio. For the year ended December 31, 2024 , other income primarily consisted of dividend income of $4.4 million, offset by an unrealized holding loss of $0.1 million.
Goodwill and other intangible assets As of December 31, 2023, the Company had $2.7 billion in goodwill and $1.6 billion in other intangible assets within its Consolidated Balance Sheet, represen ting 16.8% and 10.1% of total assets, respectively.
As of December 31, 2024, the Company had $2.6 billion in goodwill and $1.5 billion in other intangible assets, net within its Consolidated Balance Sheets, represen ting 16.8% and 10.0% of total assets, respectively.
Financing Cash Flow For the year ended December 31, 2023, net cash used in financing activities totaled $262.6 million compared to $853.0 million in net cash used in financing activities in the prior year.
Financing Cash Flow For the year ended December 31, 2024, net cash used in financing activities totaled $186.5 million compared to $262.6 million in net cash used in financing activities in the prior year.
Impair ment losses for the year ended December 31, 2023 relate to impairment charges taken on our goodwill and other intangible assets of $30.0 million and $100.6 million, respectively, as a result of our annual impairment assessment during the fourth quarter of 2023.
Impair ment losses for the year ended December 31, 2024 relate to impairment charges taken on our goodwill and other intangible assets of $12.3 million and $76.8 million, respectively, as a result of our annual impairment assessment during the fourth quarter of 2024.
In addition to the Sportsbook Agreement, on August 8, 2023, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) providing for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, and setting forth certain other governance rights of ESPN, Inc., as discussed in Note 13, “Commitments and Contingencies” in the notes to our Consolidated Financial Statements.
In addition to the Sportsbook Agreement, on August 8, 2023, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) providing for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, and setting forth certain other governance rights of ESPN, Inc.
Operating expenses The following table presents our consolidated operating expenses: For the year ended December 31, $ Change % Change (dollars in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 2023 vs. 2022 2022 vs. 2021 Operating expenses Gaming $ 2,989.4 $ 2,864.4 $ 2,540.7 $ 125.0 $ 323.7 4.4 % 12.7 % Food, beverage, hotel and other 1,011.4 767.2 607.3 244.2 159.9 31.8 % 26.3 % General and administrative 1,563.4 1,110.4 1,352.9 453.0 (242.5) 40.8 % (17.9) % Depreciation and amortization 435.1 567.5 344.5 (132.4) 223.0 (23.3) % 64.7 % Impairment losses 130.6 118.2 — 12.4 118.2 10.5 % N/M Loss on disposal of Barstool 923.2 — — 923.2 — N/M N/M Total operating expenses $ 7,053.1 $ 5,427.7 $ 4,845.4 $ 1,625.4 $ 582.3 29.9 % 12.0 % N/M - Not meaningful Gaming expenses consist primarily of gaming taxes, payroll, marketing and promotional, and other expenses associated with our gaming operations.
Operating expenses The following table presents our consolidated operating expenses: For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Operating expenses Gaming $ 3,429.0 $ 2,989.4 $ 2,864.4 $ 439.6 $ 125.0 14.7 % 4.4 % Food, beverage, hotel, and other 985.5 1,011.4 767.2 (25.9) 244.2 (2.6) % 31.8 % General and administrative 1,568.4 1,563.4 1,110.4 5.0 453.0 0.3 % 40.8 % Depreciation and amortization 433.6 435.1 567.5 (1.5) (132.4) (0.3) % (23.3) % Impairment losses 89.1 130.6 118.2 (41.5) 12.4 (31.8) % 10.5 % Loss on disposal of Barstool — 923.2 — (923.2) 923.2 N/M N/M Total operating expenses $ 6,505.6 $ 7,053.1 $ 5,427.7 $ (547.5) $ 1,625.4 (7.8) % 29.9 % N/M - Not meaningful Gaming expenses consist primarily of gaming taxes, payroll, advertising, marketing and promotional, and other expenses associated with our gaming operations.
For the year ended December 31, $ Change % Change (dollars in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 2023 vs. 2022 2022 vs. 2021 Net cash provided by operating activities $ 455.9 $ 878.2 $ 896.1 $ (422.3) $ (17.9) (48.1) % (2.0) % Net cash used in investing activities $ (742.6) $ (258.6) $ (1,221.8) $ (484.0) $ 963.2 187.2 % (78.8) % Net cash provided by (used in) financing activities $ (262.6) $ (853.0) $ 339.9 $ 590.4 $ (1,192.9) (69.2) % N/M N/M - Not meaningful Operating Cash Flow Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates.
For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Net cash provided by operating activities $ 359.3 $ 455.9 $ 878.2 $ (96.6) $ (422.3) (21.2) % (48.1) % Net cash used in investing activities $ (541.2) $ (742.6) $ (258.6) $ 201.4 $ (484.0) (27.1) % 187.2 % Net cash used in financing activities $ (186.5) $ (262.6) $ (853.0) $ 76.1 $ 590.4 (29.0) % (69.2) % Operating Cash Flow Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates.
Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility and Revolving Facility, was available to fund our capital expenditures for the years ended December 31, 2023, 2022, and 2021, as applicable. Capital expenditures for the year ended December 31, 2023 and 2022 were $360.0 million and $263.4 million, respectively.
Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility and Revolving Facility, was available to fund our capital expenditures for the years ended December 31, 2024, 2023, and 2022, as applicable.
This highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by our market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio.
PENN’s focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios).
On August 8, 2023, PENN entered into a Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
Prior to the acquisition, we held a 36% ownership interest, which was accounted for under the equity method. On August 8, 2023, PENN entered into a Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
Other Contractual Cash Obligations The following table presents our other contractual cash obligations as of December 31, 2023: Payments Due by Period (in millions) Total 2024 2025-2026 2027-2028 2029 and after Purchase obligations $ 790.7 $ 339.4 $ 322.5 $ 55.6 $ 73.2 Other liabilities reflected within our Consolidated Balance Sheets (1) 8.0 0.3 0.6 0.6 6.5 Total $ 798.7 $ 339.7 $ 323.1 $ 56.2 $ 79.7 (1) Excludes the liability for unrecognized tax benefits of $47.2 million, as we cannot reasonably estimate the period of cash settlement with the respective taxing authorities.
Other Contractual Cash Obligations The following table presents our other contractual cash obligations as of December 31, 2024: Payments Due by Period (in millions) Total 2025 2026-2027 2028-2029 2030 and after Purchase obligations $ 1,023.5 $ 673.8 $ 234.8 $ 53.7 $ 61.2 Other liabilities reflected within our Consolidated Balance Sheets (1) 7.6 0.3 0.6 0.6 6.1 Total $ 1,031.1 $ 674.1 $ 235.4 $ 54.3 $ 67.3 (1) Excludes the liability for unrecognized tax benefits of $44.8 million, as we cannot reasonably estimate the period of cash settlement with the respective taxing authorities.
Gain on REIT transactions, net relates to the amendment and restatement of the PENN Master Lease which resulted in the (i) derecognition of $1.6 billion of financing obligations and (ii) derecognition of $1.1 billion of Property and Equipment, net.
Gain on REIT transactions, net relates to the execution of both the AR PENN Master Lease and 2023 Master Lease on February 21, 2023, effective January 1, 2023, which resulted in the (i) derecognition of $1.6 billion of financing obligations and (ii) derecognition of $1.1 billion of Property and Equipment, net.
During the year ended December 31, 2023, net cash used in financing activities primarily related to $149.8 million of common stock repurchases, $47.1 million in principal payments on our finance leases, $39.2 million in principal payments on our financing obligations, and $37.5 million in principal debt repayments.
During the year ended December 31, 2024, net cash used in financing activities primarily related to $50.3 million in principal payments on our finance leases, $40.8 million in principal payments on our financing obligations, $37.5 million in principal debt repayments, $35.4 million in payments on insurance financing, as well as $30.5 million in indemnification payments . 47 Table of Contents During the year ended December 31, 2023, net cash used in financing activities of $262.6 million primarily related to $149.8 million of common stock repurchases, $47.1 million in principal payments on our finance leases, $39.2 million in principal payments on our financing obligations, and $37.5 million in principal debt repayments.
In general, as it pertains to the Master Leases, such amounts are allocated based on the reporting unit’s projected Adjusted EBITDA as a percentage of the aggregate estimated Adjusted EBITDA of all reporting units subject to each of the Master Leases, as applicable. The Company compares the fair value of its reporting units to the carrying amounts.
In general, as it pertains to the Triple Net Leases, such amounts are allocated based on the reporting unit’s projected Adjusted EBITDAR as a percentage of the aggregate estimated Adjusted EBITDAR of all reporting units subject to each of the Triple Net Leases, as applicable.
For the year ending December 31, 2024, our anticipated capital maintenance expenditures are approximately $225.0 million, which include capital expenditures under our Triple Net Leases, which require us to spend a specified percentage of revenues.
For the year ending December 31, 2025, our anticipated capital expenditures are approximately $244.9 million, which includes capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.
If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.
If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms. As of December 31, 2024, the Company was in compliance with all required financial covenants.
The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in 48 Table of Contents accordance with certain terms and conditions set forth in the Master Development Agreement.
The Master Development Agreement provides that GLPI will fund up to $225 million for the Aurora Project and, upon our request, up to $350 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026.
For the year ended December 31, (dollars in millions) 2023 2022 2021 Revenues: Northeast segment $ 2,738.4 $ 2,695.9 $ 2,552.4 South segment 1,216.4 1,314.2 1,322.2 West segment 528.5 581.9 521.4 Midwest segment 1,172.6 1,159.6 1,102.7 Interactive segment 718.8 663.1 432.9 Other (1) 20.2 21.3 10.6 Intersegment eliminations (2) (32.0) (34.3) (37.2) Total $ 6,362.9 $ 6,401.7 $ 5,905.0 Net income (loss) $ (491.4) $ 221.7 $ 420.5 Adjusted EBITDAR: Northeast segment $ 831.0 $ 842.5 $ 848.4 South segment 494.1 548.1 587.0 West segment 204.2 220.1 195.0 Midwest segment 496.6 501.2 500.1 Interactive segment (402.5) (74.9) (35.4) Other (1) (110.8) (97.6) (100.7) Total (3) 1,512.6 1,939.4 1,994.4 Rent expense associated with triple net operating leases (4) (591.1) (149.6) (454.4) Adjusted EBITDA $ 921.5 $ 1,789.8 $ 1,540.0 Net income (loss) margin (7.7) % 3.5 % 7.1 % Adjusted EBITDAR margin 23.8 % 30.3 % 33.8 % Adjusted EBITDA margin 14.5 % 28.0 % 26.1 % (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Parks (the remaining 50% was acquired by PENN on August 1, 2021), the Company’s joint venture interests in Freehold Raceway; and our management contract for Retama Park Racetrack.
For the year ended December 31, (dollars in millions) 2024 2023 2022 Revenues: Northeast segment $ 2,755.7 $ 2,738.4 $ 2,695.9 South segment 1,169.0 1,216.4 1,314.2 West segment 525.3 528.5 581.9 Midwest segment 1,172.2 1,172.6 1,159.6 Interactive segment 959.9 718.8 663.1 Other (1) 19.6 20.2 21.3 Intersegment eliminations (2) (23.6) (32.0) (34.3) Total $ 6,578.1 $ 6,362.9 $ 6,401.7 Net income (loss) $ (313.3) $ (491.4) $ 221.7 Adjusted EBITDAR: Northeast segment $ 801.0 $ 831.0 $ 842.5 South segment 433.2 494.1 548.1 West segment 187.5 204.2 220.1 Midwest segment 486.8 496.6 501.2 Interactive segment (499.5) (402.5) (74.9) Other (1) (116.7) (110.8) (97.6) Total (3) 1,292.3 1,512.6 1,939.4 Rent expense associated with triple net operating leases (4) (620.1) (591.1) (149.6) Adjusted EBITDA $ 672.2 $ 921.5 $ 1,789.8 Net income (loss) margin (4.8) % (7.7) % 3.5 % Adjusted EBITDAR margin 19.6 % 23.8 % 30.3 % Adjusted EBITDA margin 10.2 % 14.5 % 28.0 % (1) The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack.
For the year ended December 31, 2023 , the South segment’s Adjusted EBITDAR decreased by $54.0 million and Adjusted EBITDAR margin decreased to 40.6%, primarily due to the decrease in gaming revenues as described above.
For the year ended December 31, 2024 , the South segment’s Adjusted EBITDAR decreased by $60.9 million as compared to the prior year, and Adjusted EBITDAR margin decreased to 37.1%, primarily due to the decrease in gaming revenues as described above.
The cost of all repurchased shares is recorded as “Treasury stock” in the Consolidated Balance Sheets. No shares of the Company’s common stock were repurchased subsequent to the year ended December 31, 2023. As of February 22, 2024, the remaining availability under our December 2022 Authorization was $749.5 million.
No shares of the Company’s common stock were repurchased subsequent to the year ended December 31, 2024. As of February 27, 2025, the remaining availability under our December 2022 Authorization was $749.5 million.
In connection with the Barstool SPA, we recognized a pre-tax loss on disposal of $923.2 million (inclusive of $714.8 million in goodwill and intangible assets write-offs and a $70.0 million indemnification liability) during the third quarter of 2023. See Note 6, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements.
As a result of the Barstool SPA, we recognized a pre-tax loss on disposal of $923.2 million (inclusive of $714.8 million in goodwill and intangible assets write offs and a $70.0 million indemnification liability) incurred in the third quarter of 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest change(dollars in millions) 2024 2025 2026 2027 2028 Thereafter Total Fair Value Fixed rate $ — $ — $ — $ 400.0 $ — $ — $ 400.0 $ 388.0 Average interest rate 5.625 % Fixed rate $ — $ — $ — $ — $ — $ 400.0 $ 400.0 $ 340.0 Average interest rate 4.125 % Fixed rate $ — $ — $ 330.5 $ — $ — $ — $ 330.5 $ 427.6 Average interest rate 2.750 % Variable rate $ 37.5 $ 37.5 $ 37.5 $ 436.3 $ 10.0 $ 935.0 $ 1,493.8 $ 1,483.5 Average interest rate (1) 5.639 % 5.679 % 5.709 % 5.633 % 6.076 % 6.076 % (1) Estimated rate, reflective of forward SOFR as of December 31, 2023 plus the spread over SOFR applicable to variable-rate borrowing.
Biggest change(dollars in millions) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate $ — $ — $ 400.0 $ — $ — $ — $ 400.0 $ 393.0 Average interest rate 5.625 % Fixed rate $ — $ — $ — $ — $ 400.0 $ — $ 400.0 $ 356.0 Average interest rate 4.125 % Fixed rate $ — $ 330.5 $ — $ — $ — $ — $ 330.5 $ 355.7 Average interest rate 2.750 % Variable rate $ 37.5 $ 37.5 $ 436.3 $ 10.0 $ 935.0 $ — $ 1,456.3 $ 1,453.9 Average interest rate (1) 6.353 % 6.363 % 6.313 % 6.569 % 6.585 % (1) Estimated rate, reflective of forward SOFR as of December 31, 2024 plus the spread over SOFR applicable to variable-rate borrowing.
The table below provides information as of December 31, 2023 about our long-term debt obligations that are sensitive to changes in interest rates, including the notional amounts maturing during the twelve-month period presented and the related weighted-average interest rates by maturity dates.
The table below provides information about our long-term debt obligations that are sensitive to changes in interest rates, including the notional amounts maturing during the twelve-month period presented and the related weighted-average interest rates by maturity dates as of December 31, 2024.
For the year ended December 31, 2023, we incurred an unrealized foreign currency translation adjustment gain of $44.1 million, as compared to unrealized foreign currency translation losses of $114.2 million and $54.4 million for the years ended December 31, 2022, and 2021, respectively, as reported in “Foreign currency translation adjustment during the period” within our Consolidated Statements of Comprehensive Income (Loss). 54 Table of Contents
We incurred an unrealized foreign currency translation adjustment loss of $139.1 million, an unrealized foreign currency translation gain of $44.1 million, and an unrealized foreign currency translation loss of $114.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, as reported in “Foreign currency translation adjustment during the period” within our Consolidated Statements of Comprehensive Income (Loss). 54 Table of Contents
As of December 31, 2023, the Company’s Amended Credit Facilities had a gross outstanding balance of $1.5 billion, consisting of a $508.8 million Amended Term Loan A Facility and a $985.0 million Amended Term Loan B Facility. As of December 31, 2023, we have $978.3 million of available borrowing capacity under our Amended Revolving Credit Facility.
As of December 31, 2024, the Company’s Amended Credit Facilities had a gross outstanding balance of $1.5 billion, consisting of a $481.3 million Amended Term Loan A Facility and a $975.0 million Amended Term Loan B Facility. As of December 31, 2024, we had $979.1 million of available borrowing capacity under our Amended Revolving Credit Facility.
Added
As of the date of this filing, the Company had $40.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $939.1 million of available borrowing capacity.

Other PENN 10-K year-over-year comparisons