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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-19 · 36 added, 59 removed, 236 unchanged (29% of the section changed)

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In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Deloitte & Touche LLP, the Company's independent registered accounting firm, issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020, which is included on the following page of this Annual Report on Form 10-K.

Deloitte & Touche LLP (PCAOB ID No.

34 ), the Company's independent registered accounting firm, issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, which is included on the following page of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company implemented controls over the calculation of credit losses on financing receivables in connection with the closing of the Maryland Live!

This entailed hiring an external consultant to assist the Company in developing loss estimates over the life of the lease as well as a review by the accounting department of certain key inputs into the loss estimation model utilized by the third party in determining the reserve estimate as well as the overall methodology.

There have been no other changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

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(Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on November 7, 2013).

2.2 Agreement and Plan of Merger, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc., Gaming and Leisure Properties, Inc.

and Gold Merger Sub, LLC.

(Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on July 22, 2015).

2.3 Amendment No.

1, dated as of March 25, 2016, to Agreement and Plan of Merger, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc., Gaming and Leisure Properties, Inc.

and Gold Merger Sub, LLC.

(Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on March 28, 2016).

2.2 Separation and Distribution Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc., Pinnacle Entertainment, Inc.

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(Incorporated by reference to Exhibit 2.4 to the Company's current report on Form 8-K filed on April 28, 2016).

2.5 Agreement and Plan of Merger, dated as of April 15, 2018, by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P.

and Tropicana Entertainment Inc.

(Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on April 16, 2018).

2.6 Purchase and Sale Agreement, dated as of April 15, 2018, by and between Tropicana Entertainment Inc.

and GLP Capital, L.P.

(Incorporated by reference to Exhibit 2.2 to the Company's current report on Form 8-K, filed on April 16, 2018).

2.7 Amendment No.

1 and Joinder to Purchase and Sale Agreement, dated as of October 1, 2018, by and among Tropicana Entertainment, Inc., Eldorado Resorts, Inc.

and GLP Capital, L.P.

(Incorporated by reference to Exhibit 2.3 to the Company's current report on Form 8-K, filed on October 1, 2018).

3.1 Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc.

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and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K filed on July 1, 2020).

4.12 Eleventh Supplemental Indenture, dated as of December 1 3 , 2021, among GLP Capital, L.P.

and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc.

as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee.

(Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K filed on December 17, 2021).

4.13 Officer's Certificate of GLP Capital, L.P.

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(Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on November 1, 2013).

4.13 Officer's Certificate of GLP Capital, L.P.

and GLP Financing II, Inc., dated as of October 31, 2013, establishing the 2020 Notes.

(Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 1, 2013).

4.14 Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

4.15 Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

4.15 Form of 2025 Note (Incorporated by reference to Exhibit 4.6 and included in Exhibit 4.4 to the Company's current report on Form 8-K, filed on May 22, 2018).

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4.20 Form of 2031 Note (Incorporated by reference to Exhibit 4.11 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 18, 2020).

4.21 Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on December 17, 2021).

4.22* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

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(Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 1, 2013).

10.2 Registration Rights Agreement, dated as of October 30, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2023 Notes.

(Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 1, 2013).

10.3 Registration Rights Agreement, dated as of October 31, 2013, by and among GLP Capital, L.P., GLP Financing II, Inc., Gaming and Leisure Properties, Inc.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other initial purchasers named therein, with respect to the 2020 Notes.

(Incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on November 1, 2013).

10.2 Credit Agreement, dated as of October 28, 2013, among GLP Capital, L.P., as successor-by-merger to GLP Financing, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

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(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on October 16, 2018).

10.25 Master Lease, dated October 1, 2018, by and among GLP Capital, L.P., Tropicana AC Sub Corp., Tropicana Entertainment, Inc.

and Tropicana Atlantic City Corp (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on October 1, 2018).

10.26 First Amendment to Master Lease, dated June 6, 2019, by and among GLP Capital, L.P., Tropicana Entertainment, Inc.

and Tropicana Atlantic City Corp.

(Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q, filed on August 8, 2019).

10.23 Master Lease Agreement, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC.

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10.29 # Gaming and Leisure Properties, Inc.’s Second Amended and Restated 2013 Long-Term Incentive Compensation Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 29, 2020).

10.34# Form of Restricted Stock Performance Award I under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan.

(Incorporated by reference to Exhibit 4.8 to the Company's annual report on Form 10-K filed on February 22, 2017).

10.35 # Form of Restricted Stock Performance Award II under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan.

(Incorporated by reference to Exhibit 4.9 to the Company's annual report on Form 10-K filed on February 22, 2017).

10.30 #* Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan.

(Incorporated by reference to Exhibit 4.2 to the Company's quarterly report on Form 10-Q filed on May 4, 2015).

10.37 # Form of Restricted Stock Performance Award I under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020.

(Incorporated by reference to Exhibit 10.26 to the Company's annual report on Form 10-K filed on February 16, 2018).

10.38 # Form of Restricted Stock Performance Award II under the Gaming and Leisure Properties, Inc.

10.31 #* Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2021.

10.32 #* Form of Director Restricted Stock Award with Quarterly Vesting under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020.

(Incorporated by reference to Exhibit 10.27 to the Company's annual report on Form 10-K filed on February 16, 2018).

10.39 # Form of Board of Director Restricted Stock Award under the Gaming and Leisure Properties, Inc.

2013 Amended and Restated Long-Term Incentive Compensation Plan.

(Incorporated by reference to Exhibit 10.36 to the Company's annual report on Form 10-K filed on February 13, 2019.

10.33 #* Form of Director Restricted Stock Award under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards Issued after January 1, 2022.

10.34 #* Form of Restricted Stock Performance Award MSCI under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020.

10.35 #* Form of Restricted Stock Performance Award MSCI under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards Issued after January 1, 2021.

10.36 #* Form of Restricted Stock Performance Award NNN under the Gaming and Leisure Properties, Inc.

2013 Long-Term Incentive Compensation Plan for Awards issued in 2020.

10.37 #* Form of Restricted Stock Performance Award NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2021.

10.38 #* Form of Restricted Stock Performance Award NNN under the Gaming and Leisure Properties, Inc.

Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2022.

10.39 # Gaming and Leisure Properties, Inc.

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(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on February 4, 2019).

10.41 # Letter Agreement, dated as of April 24, 2018, by and between William J.

Clifford and Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on April 30, 2018).

10.42 Amended and Restated Membership Interest Purchase Agreement, dated as of December 15, 2015, by and among Gaming and Leisure Properties, Inc., GLP Capital, L.P., PA Meadows LLC, PA Mezzco LLC and Cannery Casino Resorts, LLC.

(Incorporated by reference to Exhibit 10.14 to the Company's annual report on Form 10-K filed on February 22, 2016).

10.43 Amended and Restated Master Lease by and among GLP Capital, L.P., as landlord, and Tropicana Entertainment, Inc., as tenant, dated June 15, 2020 (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on June 1 7, 2020).

10.40 * Second Amended and Restated Master Lease by and among GLP Capital, L.P., as landlord, and Tropicana Entertainment, Inc., IOC Black Hawk Country, Inc.

and Isle of Capri Bettendorf, L.L.C., as tenant, dated December 18, 2020.

10.41 Separation Agreement dated July 27, 2020 by and between the Company and Steven T.

Snyder (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 29, 2020).

10.42 Amended and Restated Agreement of Limited Partnership of GLP Capital, L.P., dated as of December 29, 2021 (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on December 29, 2021).

21* Subsidiaries of the Registrant.

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23* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

31.1* Principal Executive Officer and Princi pal Financial Officer Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1* Principal Executive Officer and Princi pal Financial Officer Certification pursuant to 18 U.S.C.

31.1* Principal Executive Officer and Principal Financial Officer Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1* Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes - Oxley Act of 2002.

101 The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.

(i) Consolidated Balance Sheets, ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.

104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL and contained in Exhibit 101.

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Director February 24, 2022

/s/ JOANNE A.

EPPS Director February 24, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures