What changed in this filing

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Item 1. Business

2023-02-23 compared with 2022-02-24 · 338 added, 217 removed, 410 unchanged (58% of the section changed)

GLPI is a self-administered and self-managed Pennsylvania REIT.

The Company was formed from the 2013 tax-free spin-off of the real estate assets of Penn National Gaming, Inc.

PENN) ("Penn")) and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of Penn.

On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as the assets and liabilities of Louisiana Casino Cruises, Inc.

The Company was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc.

PENN) ("PENN").

On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs (" ASC 505" ).

GLPI elected on its United States ("U.S.") federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT, and GLPI, together with its indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

(d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc.

(d/b/a Hollywood Casino Perryville) (which are referred to herein as the "TRS Properties") and then spun-off GLPI to holders of Penn's common and preferred stock in a tax-free distribution (the "Spin-Off").

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary,” which together with the TRS Properties and GLP Holdings, Inc.

is the Company's TRS segment (the "TRS Segment").

Finally, in advance of our UPREIT transaction discussed below, the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

(d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT.

In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S.

federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI.

In connection with its election to be taxed as a REIT for U.S.

federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

In addition, during 2020, GLPI and Tropicana LV, LLC, a wholly owned subsidiary of the GLPI that at the time held the real estate of the Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

Further, as partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital"), issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

OP Units are exchangeable for common shares of GLPI on a one-for-one basis, subject to certain terms and conditions.

Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction").

In advance of the UPREIT Transaction, GLPI, together with GLP Financing II, Inc., jointly elected to treat GLP Financing II, Inc.

as a TRS effective December 23, 2021.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and is leasing the real estate to PENN pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen Holding Company Inc.

("Casino Queen") and is leasing the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

In 2021, as a result of the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements.

Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property.

As of December 31, 2021, GLPI's portfolio consisted of interests in 51 gaming and related facilities, including Tropicana Las Vegas, the real property associated with 34 gaming and related facilities operated by Penn, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

As of December 31, 2022, GLPI's portfolio consisted of interests in 57 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 7 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE:

BYD) ("Boyd"), the real property associated with 7 gaming and related facilities operated by Bally's Corporation (NYSE:

BALY) ("Bally's), the real property associated with gaming and related facilities at Live!

Casino & Hotel Maryland operated by The Cordish Companies ("Cordish") and the real property associated with 2 gaming and related facilities operated by the Casino Queen Holding Company Inc.

("Casino Queen").

These facilities, including our corporate headquarters building, are geographically diversified across 17 states and contain approximately 27.6 million square feet.

BALY) ("Bally's), the real property associated with 3 gaming and related facilities operated by Cordish and the real property associated with 2 gaming and related facilities operated by Casino Queen.

These facilities, including our corporate headquarters building, are geographically diversified across 17 states and contain approximately 27.8

million square feet.

As of December 31, 2022, our properties were 100% occupied.

We expect to continue growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

Properties and Leases

PENN Master Lease

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The PENN Master Lease is a triple-net operating lease, the term of which expires October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

See Note 12 for further details regarding such renewal options.

Additionally, see Note 18 for additional information related to the amendment to the PENN Master Lease as well as the creation of a new master lease with PENN.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

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("Pinnacle") for approximately $4.8 billion.

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

GLPI originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires on April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St.

Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the

Company’s Amended Pinnacle Master Lease.

The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

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The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan").

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property.

In May 2020, the Company acquired the real estate assets of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property.

The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

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The real estate assets of the Meadows Racetrack and Casino are leased to PENN pursuant to a single property triple-net lease (the "Meadows Lease").

The Meadows Lease commenced on September 9, 2016 and has an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that is based on the performance of the facility, which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year period.

The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the escalator will be reduced to a maximum of 2% annually thereafter.

Amended and Restated Caesars Master Lease

The Meadows Lease commenced on September 9, 2016 and had an initial term of 10 years, with no purchase option, and the option to renew for three successive 5-year terms and one 4-year term (exercisable by the tenant) on the same terms and conditions.

The Meadows Lease contains a fixed component, subject to annual escalators, and a component that was based on the performance of the facility, which is reset every two years to an amount determined by multiplying (i) 4% by (ii) the average annual net revenues of the facility for the trailing two-year period.

The Meadows Lease contains an annual escalator provision for up to 5% of the base rent, if certain rent coverage ratio thresholds are met, which remains at 5% until the earlier of ten years or the year in which total rent is $31 million, at which point the escalator is to be reduced to a maximum of 2% annually thereafter.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate associated with the property became part of a new master lease with PENN.

Second Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital L.P.

("GLP Capital"), the operating partnership of GLPI, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the

Company acquired the real estate assets of Tropicana Atlantic City, Tropicana Evansville, Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars (the "Tropicana Merger Agreement") and leased the GLP Assets from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease year, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars completed an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

This resulted in a non-cash gain of $41.4 million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent to approximately $23.6 million and annual building base rent to approximately $62.1 million, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Tropicana Evansville and/or Tropicana Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Tropicana Evansville or Tropicana Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

On December 18, 2020, the Company and Caesars entered into an amendment to the Amended and Restated Caesars Master Lease (as amended, the "Second Amended and Restated Caesars Master Lease") in connection with the parties' completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Tropicana Evansville, plus a cash payment of $5.7 million.

In connection with the Exchange Agreement, the annual building base rent was increased to $62.5 million and the annual land component was increased to $23.7 million.

Lumière Place Lease

On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino ("Lumière Place"), whereby the Company loaned Caesars $246.0 million (the "CZR loan").

The Exchange Agreement resulted in a non-cash gain of $41.4 million in the fourth quarter of 2020, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment made.

Horseshoe St.

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Lumière Place Casino, now known as Horseshoe St.

Louis ("Horseshoe St.

Louis"), whereby the Company loaned Caesars $246.0 million (the "CZR loan").

The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity.

On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Lumière Place property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Lumière Place property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and we entered into a new triple net lease with Caesars (the "Lumière Place Lease") the initial term of which expires on October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St.

Louis property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate associated with the Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and the Company entered into a new triple net lease with Caesars (the "Horseshoe St.

Louis Lease") the initial term of which expires on October 31, 2033 with four separate renewal options of five years each (exercisable at the tenant's option) on the same terms and conditions.

The Horseshoe St.

Louis Lease rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease

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In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino from Bally's for a cash purchase price of approximately $144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") which has an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

Tropicana Las Vegas

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from Penn in exchange for rent credits of $307.5 million, which were applied against future rent obligations due under the parties' existing leases during 2020.

An affiliate of Penn continues to operate the casino and hotel business of the Tropicana Las Vegas pursuant to a triple net lease with GLPI for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

The real estate assets of these two facilities were added to a new triple net master lease (as amended, the "Bally's Master Lease") that has an initial term of 15 years, with no purchase option, followed by four 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

Rent under the Bally's Master Lease is $40 million annually.

On April 1, 2022, the Company completed the previously announced acquisition from Bally's of the land and real estate assets of Bally's three Black Hawk Casinos in Black Hawk, Colorado and Bally's Quad Cities Casino & Hotel in Rock Island, Illinois for $150 million in total consideration.

These properties were added to the Bally's Master Lease and the initial rent for the lease was increased by $12.0 million on an annual basis, subject to the escalation clauses described below.

As described in Note 18, on January 3, 2023, the Company closed its previously announced acquisition of the land and real estate assets of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton") from Bally's for $635 million in total consideration, inclusive of $15 million in the form of OP units.

These properties were added to the Bally's Master Lease.

The initial annual rent for the lease was increased by $48.5 million on an annual basis, subject to the escalation clauses described below.

In connection with GLPI’s commitment to consummate the Bally’s acquisitions, it also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022 and recorded in Other assets on the Consolidated Balance Sheet at December 31, 2022.

This amount was credited to GLPI along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln ("Bally's Lincoln") prior to December 31, 2024 for a purchase price of $771 million and additional rent of $58.8 million.

See Note 18 for further details.

Tropicana Las Vegas Lease

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits, which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million, ($52.8 million after-tax).

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) with initial annual rent of $10.5 million.

The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

Morgantown Lease

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On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rouge to Casino Queen for $28.2 million (the "HCBR transaction").

This transaction closed on December 17, 2021 which resulted in a pre-tax gain of $6.8 million (loss of $7.7 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into a triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that is currently leased by us to them and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

The lease has an initial term of 15

years with four 5 year renewal options exercisable by the tenant.

The HBCR transaction closed on December 17, 2021 which resulted in a pre-tax gain of $6.8 million (loss of $7.7 million after tax) for the year ended December 31, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into an amended triple net master lease with Casino Queen, which includes the Casino Queen property in East St.

Louis that was leased by the Company to Casino Queen and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

The initial annual cash rent is $21.4 million and the lease has an initial term of 15 years with four 5-year renewal options (exercisable by

the tenant) on the same terms and conditions.

This rental amount will be increased annually by 0.5% for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the Consumer Price Index ("CPI") increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year.

Additionally, the Company will complete the current landside development project that is in process and the rent under the Casino Queen Master Lease will be adjusted upon delivery to reflect a yield of 8.25% on GLPI's project costs.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to $50 million over the next 2 years.

Finally, in 2021, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which had been previously written off in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net, for the year ended December 31, 2021.

The Company will also have a right of first refusal with Casino Queen for other sale leaseback transactions up to $50 million until December 2023.

Finally, in 2021, GLPI forgave the unsecured $13.0 million, 5.5 year term loan made to CQ Holding Company, Inc., an affiliate of Casino Queen, which was previously written off in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net, for the year ended December 31, 2021 on the Consolidated Statement of Income.

Perryville Lease

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The Company retained ownership of all the real estate assets of Hollywood Casino Perryville and simultaneously entered into a triple net lease with PENN (the "Perryville Lease").

As described in Note 18, the Perryville Lease was terminated during 2023, and the real estate associated with the property became part of a new master lease with PENN.

Maryland Live!

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Casino & Hotel Philadelphia, and Live!

Casino Pittsburgh, including assignment of applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, whereby GLPI will invest in 20% of the Cordish portion of the equity in the project for a period of seven years following the closing of the acquisition of the Pennsylvania properties, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

GLPI will enter into a new triple net lease master lease with Cordish for Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh (the "Pennsylvania Live!

Master Lease"), and GLPI entered into a single asset lease for Live!

Casino Pittsburgh, including assignment of applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion excluding transaction costs at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

On December 29, 2021, the Company completed its acquisition of the real property assets of Live!

Casino & Hotel Maryland and entered into a single asset lease for Live!

Casino & Hotel Maryland (the "Maryland Live!

On March 1, 2022, the Company completed its acquisition of the real estate assets of Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (the "Pennsylvania Live!

Master Lease").

The Pennsylvania Live!

Master Lease and the Maryland Live!

Lease has or will have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

The annual rent for the Maryland Live!

Lease is $75 million and for the Pennsylvania Live!

Master Lease will be $50 million both of which have or will have a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The Maryland Live!

Lease became effective on December 29, 2021 and the Pennsylvania transactions are expected to close in early 2022, subject to the receipt of regulatory approvals and other customary closing conditions.

In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S.

federal income tax purposes) for periods prior to the consummation of the Spin-Off between Penn and GLPI.

In connection with its election to be taxed as a REIT for U.S.

federal income tax purposes for the year ended December 31, 2014, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders.

As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S.

federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate income tax rates, and dividends paid to our shareholders would not be deductible by us in computing taxable income.

Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders.

Unless we were entitled to relief under certain provisions of the Code, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

Our TRS Segment is able to engage in activities resulting in income that is not qualifying income for a REIT.

As a result, certain activities of the Company which occur within our TRS Segment are subject to federal and state income taxes.

The obligations under the Penn and Amended Pinnacle Master Leases, as well as the Meadows Lease, the Perryville Lease, and Morgantown Lease are guaranteed by Penn and, with respect to each lease, jointly and severally by Penn's

subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Amended and Restated Caesars Master Lease and the Bally's Master Lease are jointly and severally guaranteed by the corporate parent and the parent's subsidiaries that occupy and operate the facilities leased under the Amended and Restated Caesars Master Lease and Bally's Master Lease, respectively.

Lease is $75.0 million and the Pennsylvania Live!

Master Lease is $50 million, both of which have a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

The obligations under the PENN Master Lease, Amended Pinnacle Master Lease, Morgantown Lease, Meadows Lease and the Perryville Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Second Amended and Restated Caesars Master Lease and the Bally's Master Lease are jointly and severally guaranteed by the corporate parent and the parent's subsidiaries that occupy and operate the facilities leased under the Second Amended and Restated Caesars Master Lease and Bally's Master Lease, respectively.

The obligations under the Tropicana Las Vegas Lease are guaranteed by Bally's.

The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

Similarly, the obligations under the Maryland Live!

Lease are jointly and severally guaranteed by the Cordish subsidiaries that occupy and operate the facilities leased under the Maryland Live!

The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to Penn's opening of a competing facility) (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the Penn Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20% of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor that equals $22.9 million annually due to Penn's 2019 purchase of a competing facility, the Greektown Casino Hotel in Detroit, Michigan.

Lease and Pennsylvania Live!

Master Lease are jointly and severally guaranteed by the Cordish subsidiaries that occupy and operate the facilities leased under the respective leases.

The rent structure under the PENN Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) (i) every five years to an amount equal to 4% of the average net revenues of all facilities under the PENN Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years in excess of a contractual baseline, and (ii) monthly by an amount equal to 20% of the net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month in excess of a

contractual baseline, although Hollywood Casino Toledo has a monthly percentage rent floor that equals $22.9 million annually due to PENN's 2019 purchase of a competing facility, the Greektown Casino Hotel in Detroit, Michigan.

Similar to the PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4% of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

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The Amended and Restated Caesars Master Lease became effective on July 23, 2020, and among other things, changed the rental terms to become entirely fixed in nature, with the majority being subject to fixed escalations beginning in the fifth lease year as previously discussed.

On September 29, 2020, the Company acquired the real estate of Lumière Place in satisfaction of the CZR loan, subject to the Lumière Place Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option.

The Lumière Place Lease's rent is subject to an annual escalator of 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

On September 29, 2020, the Company acquired the real estate of Horseshoe St.

Louis in satisfaction of the CZR loan, subject to the Horseshoe St.

Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option.

The Horseshoe St.

Louis Lease's rent is subject to an annual escalator of 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under Penn's gaming facility under construction for an initial cash rent of $3.0 million, provided, however, that (i) on the opening date and on

each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the Consumer Price Index ("CPI") increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

The Perryville Lease with Penn became effective July 1, 2021 and has initial annual rent of $7.77 million, $5.83 million of which is subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by 1.50% during such period and then increasing by 1.25% for the remaining lease term.

As described in Note 18, the Meadows Lease was terminated during 2023 and the real estate assets associated with the property became part of a new master lease with PENN.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility under construction for an initial cash rent of $3.0 million, provided, however, that (i) on the opening date and on each anniversary thereafter the rent shall be increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opens) for each of the following three lease years and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Hollywood Casino Morgantown opened on December 22, 2021.

The initial rent under the Casino Queen Master Lease, which became effective on December 17, 2021, is $21.4 million and such amount increases annually by 0.5% for the first six years.

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year, then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25%, then rent will remain unchanged for such lease year.

The Company will also complete the current landside development project that is in process at Hollywood Casino Baton Rouge and rent under the Casino Queen Master Lease will be adjusted to reflect a yield of 8.25% on GLPI's project costs.

The Perryville Lease with PENN became effective July 1, 2021 with initial annual rent of $7.77 million, $5.83 million of which is subject to escalation provisions beginning in the second lease year through the fourth lease year and increasing by

1.50% during such period and then increasing by 1.25% for the remaining lease term.

The escalation provisions beginning in the fifth lease year are subject to the CPI being at least 0.5% for the preceding lease year.

As described in Note 18, the Perryville Lease was terminated during 2023 and the real estate assets associated with the property became part of a new master lease with PENN.

The Bally's Master Lease became effective on June 3, 2021 in connection with the Company's acquisition of the real estate assets of Tropicana Evansville and Dover Downs Casino & Hotel.

Rent under the Bally's Master Lease is $40 million annually and is subject to an annual escalator of up to 2% determined in relation to the annual increase in CPI.

The Casino Queen Master Lease initial annual rent is $21.4 million and such amount increases annually by 0.5% for the first six years.

The Maryland Live!

Lease, as well as the Pennsylvania Live!

Master Lease when it becomes effective, contain or will contain terms which increase the entirety of rent by 1.75% beginning on the second anniversary of the respective leases through the remainder of the lease term.

Rent under the Bally's Master Lease is $40 million annually and is subject to contractual escalations determined in relation to the annual increase in CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

On April 1, 2022, Bally's three casinos in Black Hawk, Colorado and Bally's Quad Cities Casino & Hotel in Rock Island, Illinois were added to the Bally's Master Lease and the initial rent for the Bally's Master Lease was increased by $12 million on an annual basis, subject to the Bally's Master Lease escalation clauses described above.

On January 3, 2023, Bally's Tiverton and Bally's Biloxi were added to the Bally's Master Lease and the annual rent was increased by $48.5 million, subject to the Bally's Master Lease escalation clauses described above.

On December 29, 2021, the Maryland Live!

Lease with Cordish became effective.

Annual rent is $75.0 million and increases by 1.75% annually commencing upon the second anniversary of the lease commencement.

The Pennsylvania Live!

Master Lease with Cordish became effective March 1, 2022 and has annual rent of $50 million initially, increasing by 1.75% annually commencing upon the second anniversary of the lease commencement.

These leases were accounted for as an Investment in leases, financing receivables.

See Note 7 for the further information including the future annual cash payments to be received under these leases.

On September 26, 2022, the Tropicana Las Vegas Lease, which has initial annual rent of $10.5 million became effective.

Commencing on the first anniversary and on each anniversary thereafter, if the CPI increase is at least 0.5% for any lease year, the rent shall increase by the greater of 1% of the rent in effect for the preceding lease year and the CPI increase, capped at 2%.

If the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Furthermore, the Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant).

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A percentage rent floor was triggered on PENN's Hollywood Casino Toledo property, as a result of PENN's purchase of the operations of the Greektown Casino-Hotel in Detroit, Michigan and a percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino.

Additionally, a percentage rent floor was triggered on the Hollywood Casino at Penn National Race Course in connection with Penn opening a facility in York, Pennsylvania, which will go into effect at the next reset.

Additionally, a percentage rent floor was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania, which will go into effect on November 1, 2023, the date of the next reset.

As described in Note 18, a new master lease was entered into with PENN.

PENN's Hollywood Casino Toledo property was moved to this new lease, and as such, the percentage rent previously associated with this property, along with the other properties that moved to the new lease, are no longer applicable.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs:

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Belle of Baton Rouge Baton Rouge, LA Caesars/Amended Caesars Master Lease 386,398 13.1 0.8 288

Lumiere Place St.

Louis, MO Caesars/Lumiere Place Lease 807,407 18.5 — 494

Horseshoe St.

Louis, MO Caesars/Horseshoe St.

Louis Lease 807,407 18.5 — 494

Dover Downs Dover, DE Bally's Master Lease 212,500 69.6 — 500

Tropicana Evansville Evansville, IN Bally's Master Lease 754,833 18.4 10.2 338

Bally's Black Hawk (5)

Black Hawk, CO Bally's Master Lease 118,552 3.2 — —

Bally's Quad Cities Casino & Hotel Rock Island, IL Bally's Master Lease 390,285 119.9 — 205

Tropicana Las Vegas Las Vegas, NV Bally's/ Tropicana Las Vegas Lease — 35.1 — —

Casino & Hotel Maryland (6)

Hanover, MD Cordish / Live!

Maryland Lease 2,326,669 12.6 — 310

Hanover, MD Cordish / Maryland Live!

Lease 2,326,669 12.6 — 310

Live!Casino Pittsburgh (6)

Greensburg, PA Cordish/Pennsylvania Live!

Master Lease 129,552 — 1.8 —

Casino and Hotel Philadelphia (6)

Philadelphia, PA Cordish/Pennsylvania Live!

Master Lease 685,000 9.6 — 208

27,789,332 5,151.7 800.0 14,217

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various N/A 23,400 0.3 — —

Tropicana Las Vegas (6)

Las Vegas, NV Penn 1,148,212 35.1 — 1,467

Total 27,637,555 — 5,023 — 798 — 15,271

27,812,732 — 5,152.0 — 800.0 — 14,217

(1) Square footage includes air-conditioned space and excludes parking garages and barns.

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Cactus Pete's and The Horseshu.

(5) This includes our corporate headquarters building and undeveloped land the Company owns at locations other than its tenant occupied properties.

(6) The Company acquired the real property associated with Tropicana Las Vegas from Penn in exchange for $307.5 million of rent credits in April 2020.

The property is operated by an affiliate of Penn pursuant to a triple net lease for nominal rent for the earlier of two years (subject to three one-year extensions at the Company's option) or until the Tropicana Las Vegas is sold.

See Note 6 in the Consolidated Financial Statements for further details.

(7) This property is accounted for as a financing lease and is not included in real estate investments.

(5) Encompasses three gaming properties in Black Hawk, CO:

Black Hawk North, Black Hawk East, and Black Hawk West.

(6) These properties are accounted for as financing leases and are not included in real estate investments.

See Note 7 in the Consolidated Financial Statements for further details.

We compete for additional real property investments with other REITs, including two other publicly traded gaming focused REITs, VICI Properties Inc.

("VICI") and MGM Growth Properties LLC (which is being acquired by VICI), investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.

(7) This includes our corporate headquarters building and undeveloped land the Company owns at locations other than its tenant occupied properties.

(8) The table above excludes the January 3, 2023 acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton which would have added 2.4 million of property square feet, increased owned acreage by 55.3 and added 563 hotel rooms to the Company's total statistics above if the acquisition had closed in 2022.

The acquisition also diversified the Company into Rhode Island.

We compete for additional real property investments with other REITs, including a publicly traded gaming focused REIT, VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.

Some of our competitors are significantly larger and have greater financial resources and lower costs of capital than we have, making it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.

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In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations.

New, relocated or expanded operations by other persons may increase competition for our gaming tenants and could have a material adverse impact on our gaming tenants and operators and us as landlord.

New, relocated or expanded

operations by other persons may increase competition for our gaming tenants and could have a material adverse impact on our gaming tenants and operators and us as landlord.

Finally, the imposition of smoking bans and/or higher gaming tax rates have a significant impact on our gaming tenants' ability to compete with facilities in nearby jurisdictions.

Consistent with how our Chief Operating Decision Maker (as such term is defined in ASC 280 - Segment Reporting ) reviews and assesses our financial performance, we have two reportable segments, GLP Capital, L.P.

(a consolidated subsidiary of GLPI through which GLPI owns substantially all of its real estate assets) ("GLP Capital") and the TRS Segment.

The GLP Capital reportable segment consists of the leased real property and represents the majority of our business.

The TRS Segment consists of Hollywood Casino Perryville (until July 1, 2021, as the operations of this property were sold to Penn and subsequent to this date includes the rental income from the Perryville Lease) and Hollywood Casino Baton Rouge (until December 17, 2021, as the operations of this property were sold to Casino Queen) as well as the real estate of Tropicana Las Vegas.

See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8—Financial Statements and Supplementary Data—Note 19—Segment Information" for further information with respect to the Company's segments.

Due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge that occurred in 2021, the Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

The operating results of the Company's real estate investments are reviewed in the aggregate, by the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

As such, as of January 1, 2022, the Company has one reportable segment.

Information about our Executive Officers

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Carlino 76 Chairman of the Board and Chief Executive Officer

Moore 47 Executive Vice President, General Counsel and Secretary

Burke 56 Senior Vice President, Chief Accounting Officer and Treasurer

Matthew Demchyk 40 Senior Vice President, Chief Investment Officer

Moore 48 Chief Operating Officer, General Counsel and Secretary

Burke 57 Chief Financial Officer and Treasurer

Demchyk 41 Senior Vice President, Chief Investment Officer

Ladany 42 Senior Vice President, Chief Development Officer

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Carlino has served as the Chairman of the Board of Directors and as Chief Executive Officer for PENN, and now the Company, collectively for over 25 years.

Moore is our Executive Vice President, General Counsel and Secretary.

Moore joined the Company in January 2014.

Moore is our Chief Operating Officer, General Counsel and Secretary.

Moore was promoted to Chief Operating Officer in October 2022 and joined the Company in January 2014.

Previously, he served as PENN's Vice President, Senior Corporate Counsel from March 2010 where he was a member of the legal team responsible for a variety of transactional, regulatory and general legal matters.

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Moore was with Ballard Spahr LLP, where he provided advanced legal counsel to clients on matters including merger and acquisition transactions, debt and equity financings, and various other matters.

Burke is our Senior Vice President, Chief Accounting Officer and Treasurer.

She joined the Company in April 2014 as our Senior Vice President and Chief Accounting Officer.

Burke is our Chief Financial Officer and Treasurer.

She was promoted to Chief Financial Officer in October 2022 and joined the Company in April 2014 as our Senior Vice President and Chief Accounting Officer.

Previously, Ms.

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Additionally, she served as PENN's Vice President and Corporate Controller from November 2005 to October 2009.

Prior to her time at Penn National Gaming, Inc., Ms.

Prior to her time at PENN Entertainment, Inc., Ms.

Burke was the Executive Vice President/Director of Financial Reporting and Control for MBNA America Bank, N.A.

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Burke is a CPA.

Matthew Demchyk.

Demchyk became our Senior Vice President, Chief Investment Officer in January 2021 in which he leads the Company's investment strategy and is responsible for capital allocation.

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Tax Considerations

We elected to be treated as a REIT on our 2014 U.S.

federal income tax return and we, together with an indirect wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

and Penn Cecil Maryland, Inc.

as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company, elected to treat Tropicana LV, LLC as a TRS.

Finally, in advance of our UPREIT transaction discussed below, the Company elected GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.

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• We will be taxed at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.

• For tax years that began prior to January 1, 2018, we may be subject to the "alternative minimum tax" on our items of tax preference, including any deductions of net operating losses.

• If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.

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• If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation.

• The earnings of our TRS Segment will generally be subject to U.S.

federal, state and corporate income tax, and then the REIT will be required to include in our distribution tests, any dividends received from the TRS.

• The earnings of our TRS will generally be subject to U.S.

federal, state and corporate income tax, and we will be required to include, any dividends received from the TRS in our distribution tests.

In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, gross receipts and other taxes on our assets and operations.

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A "qualified REIT subsidiary" is a corporation, all of the capital stock of which is owned by the REIT, that has not elected to be a "taxable REIT subsidiary" (discussed below).

In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets, liabilities and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit.

In applying the requirements described herein, all of our "qualified REIT subsidiaries" will be ignored, and all assets, liabilities

and items of income, deduction and credit of such subsidiaries will be treated as our assets, liabilities and items of income, deduction and credit.

These subsidiaries, therefore, will not be subject to federal corporate income taxation, although they may be subject to state and local taxation.

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Accordingly, a TRS generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate and may reduce our ability to make distributions to our shareholders.

We are not treated as holding the assets of a TRS or as receiving any income that the subsidiary earns.

We are not treated as holding the assets of a TRS or as receiving any income that the TRS earns.

Rather, the stock issued by the TRS to us is an asset in our hands, and we treat the dividends paid to us, if any, as income.

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We intend that all of our transactions with our TRS, if any, will be conducted on an arm's-length basis.

Ownership of Partnership Interests by a REIT

A REIT that is a partner in a partnership is deemed to own its proportionate share of the assets of the partnership and is deemed to receive the income of the partnership attributable to such share.

In addition, the character of the assets and gross income of the partnership retains the same character in the hands of the REIT (except that, for purposes of the 10% of value asset test described below, our proportionate share of the partnership’s assets is based on our proportionate interest in the equity and certain debt securities issued by the partnership, as described in the Code).

Accordingly, our proportionate share of the assets, liabilities and items of income of the OP, as defined below, are treated as assets, liabilities and items of income of ours for purposes of applying the requirements described herein.

We have control over the OP and intend to operate it in a manner that is consistent with the requirements for qualification of GLPI as a REIT.

As a REIT, we must satisfy two gross income requirements on an annual basis.

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• Rents received from a tenant will not qualify as "rents from real property" in satisfying the gross income tests if the REIT, or a direct or indirect owner of 10% or more of the REIT, directly or constructively, owns 10% or more of such tenant (a "Related Party Tenant").

However, rental payments from a TRS will qualify as rents from real property even if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section

856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied.

However, rental payments from a TRS will qualify as rents from real property even

if we own more than 10% of the total value or combined voting power of the TRS if (i) at least 90% of the property is leased to unrelated tenants and the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space or (ii) the property leased is a "qualified lodging facility," as defined in Section 856(d)(9)(D) of the Code, or a "qualified health care property," as defined in Section 856(e)(6)(D)(i) of the Code, and certain other conditions are satisfied.

• Rent attributable to personal property leased in connection with a lease of real property will not qualify as "rents from real property" if such rent exceeds 15% of the total rent received under the lease.

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government securities, and, under some circumstances, stock or debt instruments purchased with new capital.

For this purpose, real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years that began or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after

January 1, 2016, debt instruments issued by publicly offered REITs.

on interests in real property, shares in other qualifying REITs, and stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years that began on or after January 1, 2016, debt instruments issued by publicly offered REITs.

Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.

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It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.

2021 GLP Holdings Operating Asset Sales, TRS Merger, and E&P Purging Distribution

2021 GLP Holdings Inc.

Operating Asset Sales, TRS Merger, and E&P Purging Distribution

On December 17, 2021, we completed our sale of the membership interests of Louisiana Casino Cruises, LLC to a third-party operator and tenant, which was preceded by its conversion from a C corporation and transfer of the real property assets to GLP Holdings, Inc.

During June of 2021, we had previously completed a similar transaction with the membership interests of Penn Cecil Maryland, LLC.

We previously completed a similar transaction with the membership interests of Penn Cecil Maryland, LLC earlier in 2021.

On December 23, 2021, GLP Holdings, Inc.

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(our operating partnership, or the “OP”) in exchange for newly issued partnership interests in the OP.

As a result of the contribution, the OP became treated as a regarded partnership for income tax purposes, with the REIT being deemed to contribute substantially all of the assets and liabilities of the REIT in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the “UPREIT Transaction”).

Prior to this transaction, the OP had been wholly owned by the REIT and another entity wholly owned by the REIT and disregarded for income tax purposes, making the OP disregarded as separate from the REIT.

The structure of the transaction is intended to allow the REIT to still receive rents from real property on a passthrough basis from the OP, and it will continue to own an interest in real property through its ownership of the OP partnership interests as its sole asset.

As a result of the contribution, the UPREIT Transaction was consummated.

Prior to the UPREIT Transaction, the OP was owned by the REIT and another entity wholly owned by the REIT and disregarded for income tax purposes, making the OP disregarded as separate from the REIT.

Based on this, we believe that the UPREIT Transaction will not impact our ability to meet the requirements of the REIT asset, income, and distribution tests described above.

Legislative or Other Actions Affecting REITs

Tax Aspects of Investment in the Operating Partnership

We may hold investments through entities that are classified as partnerships for U.S.

federal income tax purposes, including our interest in the OP.

In general, partnerships are passthrough entities that are not subject to U.S.

federal income tax.

Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are subject to tax on these items without regard to whether the partners receive a distribution from the partnership.

We will include in our income our proportionate share of these partnership items of the OP for purposes of the various REIT income

tests and in the computation of our REIT taxable income.

Moreover, for purposes of the REIT asset tests, we will include our proportionate share of assets held by the OP.

The investment by us in the OP involves special tax considerations, including the possibility of a challenge by the IRS to the status of the OP as a partnership, as opposed to an association taxable as a corporation, for U.S.

federal income tax purposes.

If the OP were treated as an association for U.S.

federal income tax purposes, it would be taxable as a corporation and, therefore, could be subject to an entity-level tax on its income.

Treasury regulations provide that a domestic business entity not otherwise organized as a corporation may elect to be treated as a partnership or disregarded entity for U.S.

federal income tax purposes.

Generally, an entity will be classified as a partnership or disregarded entity (depending on its number of owners) for U.S.

federal income tax purposes unless it elects otherwise.

The OP intends to be classified as a partnership under these Treasury regulations.

We have not requested and do not intend to request a ruling from the IRS that the OP will be classified as partnerships for U.S.

federal income tax purposes.

To be a partnership for U.S.

federal income tax purposes, the OP generally must not be a “publicly traded partnership”.

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent).

A publicly traded partnership is generally treated as a corporation for U.S.

federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership.

We expect that the OP will fall within one of the “safe harbors” for the partnership to avoid being classified as a publicly traded partnership.

However, no assurance can be given regarding the OP's ability to satisfy the requirements of some of these safe harbors and accordingly no assurance can be given that the OP would not be treated as a publicly traded partnership.

Even if the OP failed to meet one of the safe harbors, it generally will not be treated as a corporation if it qualifies for the 90% passive income exception discussed immediately above.

Partnership Allocations

Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations promulgated thereunder, which require that partnership allocations respect the economic arrangement of the partners.

If an allocation is not recognized for U.S.

federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined considering all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item.

The OP’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.

Pursuant to Section 704(c) of the Code, items of income, gain, loss, and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for U.S.

federal income tax purposes in a manner such that the contributor is charged with or benefits from the unrealized gain or unrealized loss associated with the property at the time of the contribution.

The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution.

Such allocations are solely for U.S.

federal income tax purposes and do not affect other economic or legal arrangements among the partners.

Our OP has entered into transactions involving the contribution to the OP of appreciated property, and the OP may enter into such transactions in the future.

The partnership agreement of the OP requires allocations of income, gain, loss, and deduction attributable to contributed property to be made in a manner that is consistent with Section 704(c) of the Code.

Treasury regulations issued under Section 704(c) give partnerships a choice of several methods of allocating taxable income with respect to contributed properties (and the tax protection agreements entered into in connection with the contributions of properties to the OP require that a certain method be used).

Depending upon the method used, (1) our tax depreciation deductions attributable to those properties may be lower than they would have been if our OP had acquired those properties for cash and (2) in the event of a sale of such properties, we could be allocated gain in excess of our corresponding economic or book gain.

These allocations may cause us to recognize taxable income in excess of cash proceeds received by us, which might

adversely affect our ability to comply with the REIT distribution requirements or result in our shareholders recognizing additional dividend income without an increase in distributions.

Assets contributed to a partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership.

Accordingly, a substantial amount of the OP’s depreciation deductions for its real property are based on the historic tax depreciation schedules for the properties prior to their contribution to the OP.

Basis in OP Interest

Our adjusted tax basis in a partnership in which we have an interest (including the OP) generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.

If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero.

To the extent that distributions to us from a partnership, or any decrease in our share of the nonrecourse indebtedness of a partnership (each such decrease being considered a constructive cash distribution to the partners), would reduce our adjusted tax basis below zero, such distributions (including such constructive distributions) would constitute taxable income to us.

Such distributions and constructive distributions normally would be characterized as long-term capital gain if our interest in such partnership has been held for longer than the long-term capital gain holding period (currently 12 months).

Sale of Partnership Property

Generally, any gain realized by a partnership on the sale of property held by the partnership for more than 12 months will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture.

However, under requirements applicable to REITs under the Code, our share as a partner of any gain realized by the OP on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax.

Legislative or Other Actions Affecting REITs and Partnerships

The present U.S.

federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time.

The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and

interpretations.

The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations.

Changes to the U.S.

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1, known as the Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (the "Tax Cuts and Jobs Act") was signed into law.

The Tax Cuts and Jobs Act makes significant changes to the U.S.

The Tax Cuts and Jobs Act made significant changes to the U.S.

federal income taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017.

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The Coronavirus Aid, Relief, and Economic Stability Act increased the limitation to 50% of “adjusted taxable income” for tax years beginning in 2019 and 2020.

The limitation on the interest expense deduction does not apply to certain small-business taxpayers or electing real property trades or businesses, such as any real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business.

reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business.

Making the election to be treated as a real property trade or business requires the electing real property trade or business to depreciate non-residential real property, residential rental property, and qualified improvement property over a longer period using the alternative depreciation system.

We have not yet elected out of the new interest expense limitation.

Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

The Bipartisan Budget Act of 2015 (the “BBA”) revised the rules applicable to federal income tax audits of partnerships (such as the OP) and the collection of any tax resulting from any such audits or other tax proceedings, generally for taxable years beginning after December 31, 2017.

Under the applicable rules, a partnership itself may be liable for a tax computed by reference to the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment.

The rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed against the affected partners, subject to a higher rate of interest than otherwise would apply.

Although it is uncertain how these rules will be implemented, it is possible that they could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

The changes created by these rules are sweeping and, in some respects, dependent on the promulgation of future regulations or other guidance by the U.S.

Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act, the BBA, and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

Supplemental U.S.

Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated August 12, 2022, contained in our Registration Statement on Form S-3 filed with the SEC on August 12, 2022.

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented).

On December 29, 2022, the Internal Revenue Service promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S.

stockholders.

The new Treasury Regulations provide guidance regarding qualified foreign pension funds and are in large part consistent with the previously issued proposed Treasury Regulations.

Accordingly, the last two sentences of the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Stockholders and Potential Tax Consequences of Their Investment in Shares of Common Stock or Preferred Stock—Taxation of Non-U.S.

Stockholders—Qualified Foreign Pension Funds ” are hereby deleted and replaced with the following:

Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA.

A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.

Additionally, the following two paragraphs are added after the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Stockholders and Potential Tax Consequences of Their Investment in Shares of Common Stock or Preferred Stock—Taxation of Non-U.S.

Stockholders—Qualified Foreign Pension Funds ”:

Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S.

real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S.

real property interest or the REIT distribution.

Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S.

real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity.

Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S.

real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.

Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under FIRPTA.

The ownership, operation, and management of, and provision of certain products and services to, gaming and racing facilities are subject to pervasive regulation.

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In addition, gaming laws require gaming industry participants to:

• ensure that unsuitable individuals and organizations have no role in gaming operations, including suppliers, and in some cases, landowners;

• ensure that unsuitable individuals and organizations have no role in asset ownership and/or operations of gaming assets, including suppliers, and in those jurisdictions that require landowner licensure, ownership of the real property;

• establish procedures designed to prevent cheating and fraudulent practices;

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• establish programs to promote responsible gaming.

These regulations impact our business in three important ways:

(1) our ownership and operation of the TRS Properties;

(2) our ownership of land and buildings in which gaming activities are operated by third party tenants pursuant to long-term

These regulations impact our business in two important ways:

(1) our ownership of land and buildings in which gaming activities are operated by third party tenants pursuant to long-term leases;

and (2) the operations of our gaming tenants.

Our historical ownership and operation of the TRS Properties subjected GLPI, its subsidiaries and its officers and directors to the jurisdiction of the gaming regulatory agencies in Louisiana and Maryland.

Further, many gaming and racing regulatory agencies in the jurisdictions in which our gaming tenants operate require GLPI and its affiliates to maintain a license as a key business entity, principal affiliate, business entity, qualifier, operator or supplier because of its status as landlord, including Colorado, Delaware, Illinois, Indiana, Massachusetts, Mississippi, Missouri, New Jersey, Ohio and Pennsylvania.

Further, many gaming and racing regulatory agencies in the jurisdictions in which our gaming tenants operate require GLPI and its affiliates to maintain a license or finding of suitability as a key business entity, principal affiliate, business entity, qualifier, operator or supplier because of its status as landlord, including Colorado, Delaware, Illinois, Indiana, Louisana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, Ohio and Pennsylvania.

Our businesses and those operated by our tenants are subject to various federal, state and local laws and regulations in addition to gaming regulations.

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Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

We have comprehensive liability, property and business interruption insurance covering our business.

In regards to our properties subject to triple-net leases, the lease agreements require our tenants to procure and maintain their own comprehensive liability, property and business interruption insurance policies, including protection for our insurable interests as the landlord.

We have comprehensive general liability, commercial property fiduciary, directors and officers liability, and business interruption insurance covering our business.

In regards to our properties subject to triple-net leases, the lease agreements require our tenants to procure and maintain their own comprehensive general liability, commercial property and business interruption coverage, including protection for our insurable interests as the landlord.

Environmental Matters

Our properties are subject to environmental laws regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, including medical wastes.

Certain of the properties we own utilize above or underground storage tanks to store heating oil for use at the properties.

Our properties are subject to U.S.

federal, state and local environmental laws governing and regulating, among other things, air emissions, wastewater discharges and the handling and disposal of wastes, including medical wastes, and required actions and response efforts.

Certain of the properties we own utilize or have utilized above or underground storage tanks to store heating oil for use at the properties.

Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial structures.

Our triple-net leases obligate the tenants thereunder to comply with applicable environmental laws and to indemnify us if their noncompliance results in losses or claims against us, and we expect that any future leases will include the same provisions for other operators.

An operator's failure to comply could result in fines and penalties or the requirement to undertake corrective actions which may result in significant costs to the operator and thus adversely affect their ability to meet their obligations to us.

Pursuant to U.S.

federal, state and local environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property.

Certain of the real estate assets owned by GLPI were developed and constructed on former commercial and industrial remediated sites.

In connection with the ownership of our real property, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property.

Pursuant to applicable environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property.

Further, under certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage resulting from or arising in connection with such releases.

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We also may be liable under certain of these laws for damage that occurred prior to our ownership of a property or at a site where we or our tenants sent wastes for disposal.

The failure to properly remediate a property could result in fines or sanctions and may also adversely affect our ability to lease, sell or rent the property or to borrow funds using the property as collateral.

For most triple-net leases to which we are a party, environmental liabilities arising from the businesses and operations are retained by our tenants, and the tenants are required to indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any claims, losses, orders or fines arising from or relating to such environmental liabilities.

Further, our triple-net leases obligate our tenants thereunder to comply with applicable environmental laws and regulations.

We expect that future leases with new parties and renewals with existing tenants will include the same provisions.

A tenant’s failure to comply could result in fines and penalties or the requirement to undertake corrective actions which could result in significant costs to the tenant and thus adversely affect their ability to meet their obligations to us.

In order to assess the potential for such liability, we conduct routine due diligence of environmental conditions prior to acquisition.

We are not aware of any environmental issues that are expected to have a material impact on the operations of any of our properties.

Pursuant to the Penn Master Lease and a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to environmental liabilities arising from the businesses and operations of Penn's real property holdings prior to the Spin-Off (other than any liability arising from or relating to the operation or ownership of the TRS Properties and except to the extent first discovered after the end of the term of the Penn Master Lease) was retained by Penn and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Similarly, pursuant to a Separation and Distribution Agreement originally between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to environmental liabilities arising from the business and operations of Pinnacle's real property holdings prior to the Company's acquisition of the majority of Pinnacle's real property assets (except to the extent first discovered after the end of the term of the Amended Pinnacle Master Lease) was retained by Pinnacle and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees, agents and certain other related parties) against any losses arising from or relating to such environmental liabilities.

Effective October 15, 2018, Penn assumed all obligations of Pinnacle pursuant to a merger of Pinnacle with and into a subsidiary of Penn.

There can be no assurance that Penn will be able to fully satisfy these indemnification obligations.

Moreover, even if we ultimately succeed in recovering from Penn any amounts for which we are held liable, we may be temporarily required to bear these losses.

We are not aware of any environmental issues or recognized environmental conditions that are expected to have a material impact on the operations of any of our properties.

Corporate Responsibility and Environmental, Social, Governance (ESG)

At GLPI, we believe that environmental and community stewardship is an integral component of growing shareholder value.

With this in mind, we endeavor to integrate ESG practices to create long-term economic value for our shareholders, employees and other constituents that will have lasting, positive impacts on all stakeholders.

We are committed to fostering a corporate culture that encourages and seeks the betterment of GLPI and its employees, as well as, the engagement and betterment of those communities in which we conduct business and where our properties are located.

To achieve these goals, we are committed to continued improvement and institutionalization of our ESG initiatives.

Our Nominating and Corporate Governance Committee (the “ Committee ”) has direct oversight of ESG matters, which are discussed thoughtfully at each meeting of the Committee and reported to our Board of Directors.

The Company recently implemented the following key policies :

Charitable Contribution Matching Policy

Corporate Volunteering Policy

Vendor Code of Conduct

Diversity, Equity, and Inclusion (DEI).

We recognize the importance of diverse representation throughout our organization.

We believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for organizational growth.

As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work.

In 2020, the Company implemented its Inclusive Workplace Policy.

All GLPI employees and the Company’s Board of Directors are required to complete diversity and inclusion training.

We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders.

We adhere to equal employment policies in our employee and board recruitment and selection process.

We employ, train and refresh our employees in accordance with our nondiscriminatory, inclusive practices and policies implemented to prevent discrimination and protect our employees, customers and stakeholders from offensive and harmful behaviors.

Our continued commitment to DEI is further evidenced by the Company’s expansion of its Board of Directors to include more diverse representation, backgrounds and viewpoints.

As of December 31, 2021, 59% of our workforce is female and 41% is male, with our Board of Directors being 25% female.

Tenant Engagement.

Fostering a strong channel of communication with our tenants is an important component in establishing long-term, successful relationships critical to the success of our business.

In 2021, we formalized our tenant engagement initiative through our Tenant Partnership Program.

Through the Tenant Partnership Program, we have been able to discuss the importance of utility data collection and sharing to aid in the compilation of our Scope III emissions and have implemented certain green lease provisions with respect to data collection.

Additionally, to enhance our tenant experience, we circulated a Tenant Satisfaction Survey in the second quarter of 2021 to encourage meaningful dialogue with our tenants to better understand those issues that are important to their business.

At GLPI, we believe that corporate responsibility and environmental and community stewardship is an integral component of growing shareholder value.

With this in mind, we continue to integrate ESG practices and implement social and sustainability strategies and initiatives intended to create long-term value for our shareholders, employees and other stakeholders.

ESG opportunities, risks and strategy are developed and managed by the Company’s management team collaboratively with the Company's newly created cross-functional ESG Steering Committee.

The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Committee and reported to our Board of Directors.

The ESG Steering Committee meets regularly and reports to the Nominating and Corporate Governance Committee on a quarterly basis and more frequently, as needed.

Environmental Sustainability

We are committed to conducting our business in an environmentally conscious manner to uphold our responsibility as a corporate citizen, including through enhanced transparency and continued improvement in our ESG reporting and disclosure.

We are committed to conducting our business in an environmentally conscious manner to uphold our responsibility as a corporate citizen.

We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company.

We promote sustainable practices and environmental stewardship throughout the organization, with a particular emphasis on energy efficiency, recycling, indoor environmental quality, and environmental awareness.

We are committed to the promotion of greater environmental awareness among our employees.

In furtherance to our commitment to transparency, we published our first standalone ESG disclosure available on our website.

To learn more about our ESG efforts, please visit the ESG section of our Investor Relations site.

The information at our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K.

In 2021, we initiated an ESG strategy designed, in part, to better understand the environmental impact and risks of our leased properties.

Also in 2021, we successfully conducted a Greenhouse Gas (GHG) inventory of our Scope 1 and 2 emissions

at our corporate headquarters.

We have also implemented green lease provisions in several of our leases and through lease amendments with certain of our tenants.

The leased properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each gaming operator is ultimately responsible for maintaining the buildings, including controlling its energy usage and the implementation of environmentally sustainable practices.

We are committed through our tenant engagement initiatives to promoting awareness, influencing and engaging with our tenants where possible, regarding sustainability practices and environmentally beneficial energy solutions.

Many of our tenants have implemented similar efficiency and conservation measures in recent capital expenditure projects, including cost-saving indoor and outdoor LED lighting retrofits, installation of guest room occupancy-based thermostats, building management systems upgrades, and installation of electronic vehicle charging stations.

Recognizing that sustainability is a journey, we are committed to continuous improvement and will strive to engage and communicate with our key stakeholders regarding our ESG stewardship.

With the exception of our corporate headquarters, our properties are leased to gaming operators in triple-net lease arrangements, meaning each operator is responsible for business operations, maintenance, insurance, taxes, utilities, and other property-related expenses.

The oversight and control of all energy and water usage and consumption and operations-related

sustainability strategies related thereto is the sole responsibility of our tenants.

Consequently, fostering a strong channel of communication with our tenants is an important component in the evolution of the environmental sustainability of our properties and establishing long-term, successful relationships critical to the success of our business.

In 2022, through our formalized Tenant Partnership Program, we discussed the importance of utility data collection and sharing and provided our tenants with accessibility and use of a third-party platform to aid in the aggregation and compilation of utility data necessary to determine each tenant’s greenhouse gas emissions at our properties.

We also implemented certain green lease provisions with respect to data collection in many of our leases.

We are evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies and disclosure.

We published our first standalone ESG Tearsheet in 2022 and expect to report updated metrics and environmental data in 2023.

We also refined our process for Scope 1 and 2 emissions data collection and reporting through the engagement of a third-party vendor and re-adjusted our 2020 baseline to account for updates to our accounting methodology.

The growth of our business often involves the acquisition of real estate assets from third parties.

In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.

Recognizing that sustainability is a journey, we are committed to continuous improvement and will endeavor to engage and communicate with our key stakeholders regarding our ESG stewardship.

Further, we are committed to developing initiatives to address and mitigate those environmental risks within our control and supporting our tenants to do the same.

Human Capital

As of December 31, 2021, we had 17 full and part time employees.

We strive to maintain a corporate work environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company.

We offer, among other things, competitive and balanced compensation programs on par with those of our peers and competitors that include well-rounded healthcare, prescription drug and disability insurance benefits for our employees and their families, participation in a 401(k) plan, with a matching contribution by the Company, competitive paid time-off benefits, a parental leave program that applies to both women and men and an employee assistance plan that provides professional support, access to special programs and certain resources to our employees experiencing personal, work, financial or family related issues.

We are passionate about developing and growing our talent.

We devote substantial efforts to retaining, motivating and supporting our employees by providing access to such benefits and opportunities as tuition reimbursement, professional development reimbursement and internal growth and advancement.

We view providing our employees with a healthy and safe working environment as essential.

Our goal is to reduce the potential for injury or illness by maintaining safe working conditions, such as providing proper tools and training to all employees.

Our corporate headquarters is a smoke-free environment.

Additionally, we offer resources to our employees to encourage healthy habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.

We are committed to upholding human dignity and equal opportunity under the principles outlined in the United Nations Declaration of Human Rights.

This is formalized and evidenced by our Code of Business Conduct and our Vendor Code of Conduct.

Human Capital Management

As of December 31, 2022, we had 17 full-time employees.

Our employees are a valued asset and integral to the success of the Company.

We strive to prioritize our employees’ education, development, growth, and well-being.

We are passionate about developing our talent.

We provide tuition reimbursement, professional development reimbursement, and performance appraisals.

We are committed to continuing to develop strategies focused on employee growth, development and well-being.

Senior management holds employee meetings and social events at a regular cadence to create an open forum for learning and to foster feedback.

In 2021, we initiated a program in which every employee receives an annual grant of GLPI restricted stock that vests over a three-year period.

This program was proposed and instituted by our Chairman and CEO as a way to attract and maintain talent across all levels of the organization and to ensure that every employee has a stake in the Company’s continued growth and success.

We offer competitive and balanced benefits, including a flexible work policy designed to ensure a healthy work-life balance.

Our array of other well-being and benefits packages includes a 401(k) plan with employer match, familial leave, a health and fitness facility at the corporate campus and an employee assistance plan (EAP), among other non-salary benefits.

The Company also offers paid time off for volunteering and community involvement.

Our view of human capital management extends beyond our employees to our vendors and other third parties with whom we do business.

In 2021, we adopted a Vendor Code of Conduct designed to ensure that we engage individuals and businesses that are committed to the health and well-being of their employees as well.

Diversity, Equity, and Inclusion (DEI)

GLPI is focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace.

We value diverse representation, backgrounds and viewpoints and believe that it serves to strengthen our business proposition for the long-term horizon.

Within our hiring and recruitment processes, we adhere to equal employment policies, and we are committed to prioritizing diversity in any expansion of our Board of Directors or the filling of any vacancy.

We abide by our Inclusive Workplace Policy and require all employees, including our Board of Directors, to complete an annual training on diversity and inclusion, alongside other trainings for various GLPI policies, including our Code of Business Conduct.

As of December 31, 2022, 53% of our employees identify as female.

In addition, 25% of the Board of Directors are comprised of directors that identify as female and/or members that identify as racially or ethnically diverse.

Tenant Engagement

Since the formalization of our Tenant Partnership Program in 2021, we have continued to engage with our tenants to address and discuss ESG related matters such as environmental data collection strategies and community engagement opportunities.

We continue to foster these relationships and explore community engagement partnership opportunities.

We believe by aligning our goals and aspirations with those of our tenants, we will make a greater net impact in the communities with which own real estate and conduct business.

Community Engagement

We take an active role in supporting our communities by partnering with local and national organizations to administer charitable contribution, provide community service, and organize the donation of goods to assist local families in need.

Our employees volunteer at food banks and participate in other charitable events.

A FY2022 highlight was the inauguration of our Annual Day of Service to support the Berks County branch of Helping Harvest in fighting hunger.

94% of our employees participated in this initiative focused on helping our local community.

Available Information

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What changed 10-K

Item 1. Business